Terms of Service

Effective Date:  June 18th, 2015

This software is provided by Listtee, Inc. (hereinafter “Listtee,” “we” or “us”), which provides

this website (the “Website”), the mobile application (the “App”, and together with the Website,

the “Products”) and the services, functionality data, information, tools, updates and similar

materials delivered or provided by Listtee (the “Services”) subject to your agreement to and

compliance with the conditions set forth in this Terms of Service Agreement (the “Agreement”).

This Agreement sets forth the legally binding terms and conditions governing your use of the

Products and the Services, and the use by the entity on whose behalf you sign up. If you do not

agree to these terms and conditions, you may not use the Products or the Services.

 

LICENSE

As long as you are in compliance with the conditions of this Agreement and all incorporated

documents, Listtee hereby grants you a limited, revocable, non-assignable, non-transferrable,

non-sublicensable, non-exclusive license to access and use the Products and Services and the

materials thereon that are intended to be displayed publicly. No rights not explicitly listed are

granted.

 

INCORPORATED TERMS

The following additional terms are incorporated into this Agreement as if fully set forth herein:

• Privacy Policy
• Copyright Policy
• Complaint Policy (including Privacy and Trademark)

 

DISCLAIMERS

While we make reasonable efforts to ensure that the Products and Services remain available at all

times and function in accordance with their descriptions, we do not represent or warrant that

access to the Products or Services will be error-free or uninterrupted, and we do not guarantee

that users will be able to access or use the Products or Services, or their features, at all times.

Further, we do not guarantee that the Products or Services will function in accordance with third-

party requirements, including but not limited to rules and requirements set by Amazon, and

Listtee shall not be responsible for any consequences from any such non-compliance.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or

permanently, the Products or the Services, or any part thereof, with or without notice.

The Products and Services may contain typographical errors or inaccuracies, and may not be

complete or current. We reserve the right to correct any such errors, inaccuracies or omissions

and to change or update information at any time without prior notice.

Although Listtee may review, edit, remove or modify information from or on the Products or

Services, it does not control the sources of this information, and does not guarantee the accuracy,

suitability, completeness, currency, quality, adequacy or applicability of any such information.

 

In addition, although we reserve the right to review, remove or edit any content from the site, we

do not routinely screen, monitor, or review the content on the Products or Services, including

representation made by users of the Products and Services. YOU AGREE THAT LISTTEE

SHALL NOT BE RESPONSIBLE FOR ANY SUCH INFORMATION. YOUR RELIANCE ON

ANY SUCH INFORMATION IS AT YOUR OWN RISK.

 

ELIGIBILITY

You must be over the age of 13 to register an account or use the Products or Services.

When you create an account on behalf of an entity, you represent and warrant that you are

authorized by said entity to create the account and to bind the entity to this Agreement and to

purchases and orders that may be made through that account.

 

SUBSCRIPTION AND FEES

When you subscribe to the Product or Services, you agree to pay the fees for your purchase

selection as outlined in the subscription page on the Product or Services.

We use a third-party payment processor (the “Payment Processor”) to bill you through an online

account for use of the Product and Services. The processing of payments will be subject to the

terms, conditions and privacy policies of the Payment Processor in addition to this Agreement.

We are not responsible for error by the Payment Processor.

You agree to pay us, through the Payment Processor, all charges at the prices then in effect for

any use of the Product and Services in accordance with the purchases you have made, and you

authorize us, through the Payment Processor, to charge your chosen payment provider (your

“Payment Method”). You agree to make payment using that selected Payment Method. We

reserve the right to correct any errors or mistakes that it makes even if it has already requested or

received payment.

If you purchase a subscription, it may result in recurring charges to your payment card or

method, and you agree that Listtee may charge such amounts until such a time as your

subscription expires or you cancel the subscription, depending on the subscription type. WE

MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM

YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY

US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE

YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES

SUBMITTED BEFORE WE REASONABLY COULD ACT.

If you wish to cancel, upgrade or downgrade your subscription, you may do so at any time by

contacting us at support@listtee.com. Any charges incurred prior to cancellation or downgrade

are non-refundable. If you upgrade your subscription, you will be charged the difference in your

current subscription and the upgraded subscription at that time, and you will be charged the price

for the upgraded subscription on an ongoing basis until cancellation. If you downgrade your

subscription, you will be charged the reduced price at the beginning of your next billing cycle.

 

RULES OF CONDUCT

Your use of the Products and Services is conditioned on your compliance with the terms of this

Agreement, including but not limited to these rules of conduct.

You agree that you will not violate any applicable law or regulation in connection with your use

of the Products or Services.

You agree not to distribute, upload, make available or otherwise publish through the Products, or

Services any suggestions, information, ideas, comments, causes, promotions, documents,

questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or

graphics, text, information, links, profiles, audio, photos, software, music, sounds, video,

comments, messages or tags, or similar materials (“Content”) that:

• is unlawful or encourages another to engage in anything unlawful;
• contains a virus or any other similar programs or software which may damage the
• operation of Listtee’s or another’s computer;
• violates the rights of any party or infringes upon the patent, trademark, trade secret,
  copyright, right of privacy or publicity or other intellectual property right of any party; or,
• is false, inaccurate, fraudulent or misleading;
• is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of
  privacy or publicity rights, abusing, harassing, threatening or bullying.

You may not modify, adapt, translate, copy, reverse engineer, decompile or disassemble any

portion of the Products or Services. Further, you may not interfere with or disrupt the operation

of the Products or Services, including restricting or inhibiting any other person from using the

Products or Services by means of hacking or defacing. Transmitting to or making available in

connection with the Products or Services any denial of service attack, virus, worm, Trojan horse

or other harmful code or activity is prohibited. You may not attempt to probe, scan or test the

vulnerability of a system or network or to breach security or authentication measures without

proper authorization. Further, you may not take any action that imposes, or may impose, in

Listtee’s sole discretion, an unreasonable or disproportionately large load on Listtee’s

infrastructure.

You are not licensed to access any portion of the Products or Services that are not public, and

you may not attempt to override any security measures in place on the Products or Services.

 

CONTENT SUBMITTED OR MADE AVAILABLE TO LISTTEE

You are under no obligation to submit anything to us, and unless otherwise noted, we will not

claim ownership of any Content. However, in order for us to provide the Products and Services,

we need your permission to process, display, reproduce and otherwise use content you make

available to Listtee.

Therefore, if you choose to submit any Content to the Products or Services, or otherwise make

available any Content through the Products or Services, you hereby grant Listtee a perpetual,

irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to

reproduce, use, modify, display, perform, distribute, translate and create derivative works from

any such Content, including without limitation distributing part or all of the Content in any

media format through any media channels. Notwithstanding the foregoing grant, as further

identified in the Privacy Policy, content that you upload or make available to the Products or

Services for the purpose of processing through or with the Services (such as information about

your orders and business operations) will be used by Listtee for the purpose of providing the

Products and rendering the Services to you and those you identify for sharing.

By submitting any Content or Submissions to Listtee you hereby agree, warrant and represent

that: (a) except as provided in the Privacy Policy, the Content and Submissions do not contain

proprietary or confidential information, and the provision of the Content and Submissions is not

a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and

true, (c) except as provided in the Privacy Policy, Listtee is not under any confidentiality

obligation relating to the Content or Submissions; (d) except as provided in the Privacy Policy,

Listtee shall be entitled to use or disclose the Content or Submissions in any way; and (e) you are

not entitled to compensation or attribution from Listtee in exchange for the Submissions or

Content.

You acknowledge that Listtee is under no obligation to maintain the Products or Services, or any

information, causes, materials, Submissions, Content or other matter you submit, post or make

available to or on the Products or Services. We reserve the right to withhold, remove and or

discard any such material at any time. You are responsible for backing up your data at the times

of your choosing, and Listtee will not be responsible if your content is removed from Listtee and

you do not have any backups.

 

CONTENT SHARED THROUGH THE PRODUCTS OR SERVICES

You understand that by sharing information on the Products or Services, and requesting

information to be sent through the Products or Services, you may be revealing information about

yourself that you may include. You understand and acknowledge that you are fully aware and

responsible for the impact of sharing such materials, and you agree that Listtee shall not be held

responsible, and Listtee shall be released and held harmless by you from any liability or damages

arising out of such conduct.

 

OUR INTELLECTUAL PROPERTY

Listtee’s graphics, logos, names, designs, page headers, button icons, scripts, and service names

are trademarks, trade names and/or trade dress of Listtee. The “look” and “feel” of the Products

and Services (including color combinations, button shapes, layout, design and all other graphical

elements) are protected by U.S. copyright and trademark law. All product names, names of

services, trademarks and service marks (“Marks”) are the property of Listtee or the property of

their respective owners, as indicated. You may not use the Marks or copyrights for any purpose

whatsoever other than as permitted by this Agreement.

 

PASSWORDS AND ACCOUNTS

You are responsible for controlling the access to and use of your account. Always make sure that

your password is kept as confidential. You understand and agree that Listtee may assume that

instructions from an individual associated with your account are authoritative and should be

acted upon by Listtee. Listtee is not responsible for any unauthorized access to your account or

profile, and any ramifications of such access, and is not required to take action to disable any

account.

You agree that you will not bring an action against Listtee arising out of or related to any

claimed unauthorized access using your account credentials. Under confirmed unauthorized use

circumstances, Listtee may take reasonable efforts with reasonable speed, to disable, lock or

otherwise address your situation. In the event that you would like to report a breach, please

contact support@Listtee.com with the term “Account Breach Notice” in the subject line.

 

AFFILIATE MARKETING PROGRAM

Listtee may provide an affiliate marketing program (the “Marketing Program”), under which

Listtee may pay third-parties to refer internet traffic to Listtee. The Marketing Program may

further pay third-parties certain additional recurring fees if users referred by such third-party to

Listtee subscribe to the Products or Services.

If you participate in the Marketing Program, you will be required to sign-up through a third party

service, and you must agree to the terms of service and privacy policy of said service. In addition

to this Agreement, such terms will apply to your participation in the Marketing Program.

Notwithstanding anything to the contrary in such terms or this Agreement, Listtee may terminate

you from the Marketing Program at any time, for any reason or no reason at all. Effective

immediately upon termination, Listtee shall have no further obligation to pay to you any referral

marketing fees or subscription revenue share for new users or traffic referred by you to Listtee.

 

ENFORCEMENT AND TERMINATION

Listtee reserves the right to deny all or some portion of the Products or Services to any user, in

Listtee’s sole discretion, at any time.

If Listtee terminates your access without cause, and you are a paying subscriber, Listtee will

issue you a pro-rata refund for any pre-paid but unused period of time. You will not be entitled to

a refund or reimbursement of any kind if Listtee terminates your account for cause.

Without limiting the foregoing or assuming additional legal obligations, Listtee has a policy of

terminating repeat violators of the Copyright Act, in accordance with applicable law.

All grants of any rights from you to Listtee related to Content, Submissions, or other materials,

including but not limited to copyright licenses, shall survive any termination of this Agreement.

Further, your representations, defense and indemnification obligations survive any termination of

this Agreement.

DISCLAIMERS AND LIMITATION ON LIABILITY

BY USING THE PRODUCTS AND SERVICES YOU AGREE AND ACKNOWLEDGE

THAT LISTTEE PROVIDES THE PRODUCTS AND SERVICES “AS IS” AND WITHOUT

ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. LISTTEE,

ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS,

MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY

IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY,

MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE,

NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR

INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM LISTTEE SHALL

CREATE ANY WARRANTY.

USE OF THE PRODUCTS AND SERVICES IS AT YOUR SOLE RISK. LISTTEE DOES

NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PRODUCTS OR

SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE

PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT

DEFECTS WILL BE CORRECTED; OR THAT THE PRODUCTS OR SERVICES ARE FREE

OF INACCURACIES, MISREPRESENTATIONS BY USERS, VIRUSES OR OTHER

HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LISTTEE,

ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE

“RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE

PRODUCTS OR SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING

NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE

RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT

LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL

DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR

USE OF THE PRODUCTS OR SERVICES, EVEN IF LISTTEE AND/OR RELATED

PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are

not enforceable, then you agree that neither Listtee nor any of its subsidiaries, affiliated

companies, employees, members, shareholders, or directors shall be liable for (1) any damages in

excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or

loss of use, lost revenue, lost profits or data to you or any third party from your use of the

Products or Services. This limitation shall apply regardless of the basis of your claim or whether

or not the limited remedies provided herein fail of their essential purpose.

 

INDEMNIFICATION

You agree to defend, indemnify and hold Listtee and its suppliers, subsidiaries, licensors, and

licensees, and each of their officers, directors, shareholders, members, employees and agents

harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses,

including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation

arising out of or based on (a) Submissions or Content you submit, post to or transmit through the

Products or Services (b) your use of the Products or Services, (c) your violation of the

Agreement, and (d) any conduct, activity or action which is unlawful or illegal under any state,

federal or common law, or is violative of the rights of any individual or entity, engaged in,

caused by, or facilitated in any way through the use of Products or Services.

 

DISPUTES, GOVERNING LAW AND JURISDICTION

You agree that any claim or dispute arising out of or relating in any way to your use of the

Products or Services or any service provided by Listtee, will be resolved solely and exclusively

by binding arbitration, rather than in court, except that you may assert claims in small claims

court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this

agreement. The laws of the State of New York shall govern this Agreement, and shall be used in

any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited.

However, an arbitrator can award on an individual basis the same damages and relief as a court

(including injunctive and declaratory relief or statutory damages), and must follow the terms of

this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing

your claim to the following address:

Listtee, Inc., c/o CSC, 2711 Centerville Rd., Suite 400,

Wilmington, DE 19808.

Arbitration under this Agreement will be conducted by the American Arbitration Association

(AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will

be governed by the AAA’s rules.

You and Listtee agree that any dispute resolution proceedings will be conducted only on an

individual basis and not in a class, consolidated or representative action. If for any reason a claim

proceeds in court rather than in arbitration, both you and Listtee agree that parties have each

waived any right to a jury trial.

Notwithstanding the foregoing, you agree that Listtee may bring suit in court to enjoin

infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to

the Services, or to Listtee, may only be brought by you in a state or federal court located in New

York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS

INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION

AND VENUE IN NEW YORK.

 

POLICIES FOR CHILDREN

The Products and Services are not directed to individuals under the age of 13, nor do they

contain information which would be potentially harmful to minors. In the event that Listtee

discovers that a child under the age of 13 has provided personally identifiable information to us,

we will make efforts to delete the child’s information in accordance with the Children’s Online

Privacy Protection Act. Please see the Federal Trade Commission’s Products for (www.ftc.gov)

for more information.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby

notify you that parental control protections are commercially available to assist you in limiting

access to material that is harmful to minors. More information on the availability of such

software can be found through publicly available sources. You may wish to contact your internet

service provider for more information.

 

GENERAL

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or

unenforceable, then that provision will be given its maximum enforceable effect, or shall be

deemed severable from this Agreement and will not affect the validity and enforceability of any

remaining provision.

Revisions. This Agreement may only be revised in a writing signed by Listtee. In the event that

Listtee updates this Agreement and you are made aware of the update, your continued use of the

Products or Services after the update shall constitute an agreement to the updated terms.

No Partnership. You agree that no joint venture, partnership, employment, or agency

relationship exists between you and Listtee as a result of this Agreement or your use of the

Products or Services.

Assignment. Listtee may assign its rights under this Agreement, in whole or in part, to any person

or entity at any time with or without your consent. You may not assign the Agreement without

Listtee’s prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed

to be a present or future waiver of such provision, nor in any way affect the right of any party to

enforce each and every such provision thereafter. The express waiver by us of any provision,

condition or requirement of this Agreement shall not constitute a waiver of any future obligation

to comply with such provision, condition or requirement.

Equitable Remedies. You hereby agree that Listtee would be irreparably damaged if the terms of

this Agreement were not specifically enforced, and therefore you agree that we shall be entitled,

without bond, other security, or proof of damages, to appropriate equitable remedies with respect

to breaches of this Agreement, in addition to such other remedies as we may otherwise have

available to us under applicable laws.

Entire Agreement. This Agreement, including the documents expressly incorporated by

reference, constitutes the entire agreement between you and Listtee with respect to the Products

and Services, and supersedes all prior or contemporaneous communications, whether electronic,

oral or written.

 

COPYRIGHT POLICY

If you believe in good faith that any material posted on our Products or Apps infringes the

copyright in your work, please contact our copyright agent, designated under the Digital

Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing

the following:

• A physical or electronic signature of the owner, or a person authorized to act on behalf of
  the owner, of the copyright that is allegedly infringed;

 

• Identification of the copyrighted work claimed to have been infringed;
• Identification, with information reasonably sufficient to allow its location of the material
  that is claimed to be infringing;
• Information reasonably sufficient to permit us to contact you;
• A statement that you have a good faith belief that use of the material in the manner
  complained of is not authorized by the copyright owner, its agent, or the law; and,
• A statement that the information in the notification is accurate, and under penalty of
  perjury, that you are authorized to act on behalf of the owner of an exclusive right that is
  allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your

DMCA notice may not be valid. For any questions regarding this procedure, or to submit a

complaint, please contact our designated DMCA Copyright Agent:

Copyright Agent

Listtee, Inc., c/o CSC

2711 Centerville Rd., Suite 400

Wilmington, DE 19808

e-mail: legal@listtee.com

 

COMPLAINT POLICY (INCLUDING TRADEMARK AND PRIVACY)

If you believe in good faith that any material posted on the Products of Apps infringes any of

your rights other than in copyright, or is otherwise unlawful, you must send a notice to

legal@listtee.com, containing the following information:

• Your name, physical address, e-mail address and phone number;
• A description of the material posted on the Site that you believe violates your rights or is
  otherwise unlawful, and which parts of said materials you believe should be remedied or
  removed;
• Identification of the location of the material on the Site;
• If you believe that the material violates your rights, a statement as to the basis of the
  rights that you claim are violated;
• If you believe that the material is unlawful or violates the rights of others, a statement as
  to the basis of this belief;
• A statement under penalty of perjury that you have a good faith belief that use of the
  material in the manner complained of is not authorized and that the information you are
  providing is accurate to the best of your knowledge and in good faith; and,
• Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the

submission, and if appropriate, in our sole discretion, we will take action. We may disclose your

submission to the poster of the claimed violative material, or any other party.