Welcome to www.listentrust.com (the “website”), which is owned and operated by ListenTrust, LLC (“LT,” “we” or “our”).  Please read these Terms of Use carefully, as they describe the terms and conditions applicable to the Web site.  BY ACCESSING ANY AREA(S) OF THE WEBSITE, YOU AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THESE TERMS OF USE. 

1. Your Acceptance of ListenTrust's Terms of Use and Privacy Policy

Your use of and/or visitation to any area of the Web site signifies your agreement to (1) these Terms of Use and (2) LT’s Privacy Policy, found at [insert URL link to Privacy Policy], which is incorporated herein by reference.  If you do not agree to any of these Terms of Use or LT’s Privacy Policy, please do not use the Web site.  In its sole discretion, LT may modify or revise these Terms of Use or its Privacy Policy at any time, and you agree to be bound by such modifications or revisions.  Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.  If you violate any of these Terms of Use, your permission to access and use the Web site and the contents of the Web site, such as text, graphics, software, images, designs, icons, and other material contained on the Web site (collectively, “Content”) automatically terminates and you must immediately cease all access to and use of the Web site and the Content.

2. Your Use of the Web Site- Permissions and Restrictions

LT hereby grants you permission to access and use the website and the content for your personal and informational purposes only, under the following conditions:

  1. You agree to use the website for lawful purposes only. The content is protected by copyright under both United States and foreign laws, and contains trademarks and other proprietary information.  Title to the content remains with LT or its licensors.  Any use of the content not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.  Content and features are subject to change or termination without notice in the editorial discretion of LT.  All rights not expressly granted herein are reserved to LT and its licensors. You acknowledge that you do not acquire any ownership rights by accessing or using the website or the content.  You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part.
  2. You agree not to alter or modify any part of the website.
  3. Any special rules for the use of certain software and other items provided on the website may be included elsewhere within the website and are incorporated into these Terms of Use by reference.
  4. You agree not to use the website for any commercial use without the prior written authorization of LT.  Prohibited commercial uses include, but are not limited to, any of the following actions taken without LT’s express written approval:
  • posting or transmitting through the website any material which contains advertising or any solicitation with respect to products or services; and
  • any use of the website that LT finds, in its sole discretion, to be a use of LT's resources to compete with or displace the market for LT or its services.

5. You agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access, monitor or copy any content or information in or on this website.  You agree not to upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the website.  You also agree not to interfere with the servers or networks connected to the website or to violate any of the procedures, policies or regulations of networks connected to the website. Notwithstanding the foregoing, LT grants the operators of public search engines permission to use spiders to copy materials from the website for the sole purpose of and solely to the extent necessary to create publicly available searchable indices of the materials, but not caches or archives of such materials.  LT reserves the right to revoke these exceptions either generally or in specific cases.  You agree not to collect or harvest any personally identifiable information from the website nor to use the communication systems provided by the website (if any) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the website.  Any conduct by you that in LT’s discretion restricts or inhibits any other user from using or enjoying the website will not be permitted.
6. In your use of the website, you will otherwise comply with the terms and conditions of these Terms of Use and all applicable local, national, and international laws and regulations.  You agree not to post or transmit through the website any material which violates or infringes in any way upon the rights of others, which (in LT’s sole discretion) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, which gives rise to civil liability, or which otherwise violates any law.
7. You agree not to upload, post or otherwise make available on the website any material protected by copyright, trademark or other third party proprietary rights, including privacy and publicity rights, without the express permission of the owner of the copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by copyright rests with you.  You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from any such submission.
8. You also agree not to impersonate any other person or to conduct yourself in a vulgar or offensive manner while using the website.  You agree that LT may reject any user submissions (defined below) for any reason or no reason, including, but not limited to, vulgarity or other offensive content, which determination shall be at LT’s sole discretion, or content protected by third party proprietary rights, including, but not limited to, copyright, trademark or publicity rights.
9. You agree that LT, should it accept a user submission, may include that user submission in the website for as long or as short a period of time as LT, in its sole discretion, chooses.  Furthermore, you agree that LT may edit user submissions.
10. You agree that LT shall have the right, but not the obligation, to monitor the content of the website and to remove any material that LT, in its sole discretion, finds to be in violation of the provisions herein or otherwise objectionable.
11. LT reserves the right to discontinue any aspect of the website at any time.

3. Account Registration

In order to participate in certain areas of the website, you may need to register for an account.  You agree to: (i) create only one account; (ii) provide truthful, accurate, current and complete information when creating your account; (iii) maintain the security of your account by restricting access to your account and not sharing your password with others; (iv) maintain and promptly update your account information if necessary; (v) notify LT promptly upon learning of any security breaches relating to the website; and (vi) take responsibility for and accept all risk relating to any and all activities and transactions that occur under or in connection with your account. 

4. Right to Terminate

LT reserves the right to terminate or restrict your use of our website, without notice, for any or no reason whatsoever.  LT reserves the right to determine whether a user submission is appropriate and complies with these Terms of Use.  LT may remove such user submissions and/or terminate a user’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and at LT’s sole discretion.

5. Disclaimer of Opinion

Any opinions, advice, articles, statements, or other information that constitutes part of the content expressed or made available by third parties on the website are those of the respective authors or producers and not of LT, its affiliates, or their respective shareholders, members, directors, managers, officers, or employees.  Under no circumstances shall LT, its affiliates, or their respective shareholders, members, directors, managers, officers, or employees be held liable for any loss or damage caused by your reliance on information obtained through the website.  It is your responsibility to evaluate the information, opinion, advice, or other content available through the website.

6. Disclaimer of Warranty

Reasonable efforts have been made to ensure the accuracy of information presented on the website, but the accuracy of this information cannot be guaranteed.  The website and the content are provided on an “as is” basis. 

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, LT, ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE “LT PARTIES”) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF.  NONE OF THE LT PARTIES OR THEIR THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, TIMELY, RELIABLE OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION PROVIDED THROUGH THE WEB SITE.  THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES.  NONE OF THE LT PARTIES ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING DIRECTLY OR INDIRECTLY FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (V) ANY BUGS, SPIDERS, ROBOTS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB SITE.  LT DOES NOT WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE DISCUSSED, PROMOTED, OR ADVERTISED THROUGH THIS WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. 

7. Liability of LT

If you are dissatisfied with the website, any information found thereon, or with any part of these Terms of Use or the Privacy Policy, your sole and exclusive remedy is to discontinue using the website.  LT assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with the use of the website.

IN NO EVENT SHALL THE LT PARTIES BE LIABLE FOR ANY DAMAGES OR LOSS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (IV) ERRORS OR INACCURACIES CONTAINED ON THE WEBSITE OR ANY INFORMATION, SOFTWARE, OR GRAPHICS OBTAINED THROUGH THE WEBSITE; (V) ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE; (VI) ANY PROPERTY DAMAGE, INCLUDING DAMAGE TO YOUR COMPUTER OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THE WEBSITE OR ANY WEBSITE TO WHICH IT PROVIDES HYPERLINKS; OR (VII) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, ANY DELAY OR INABILITY TO USE THE WEBSITE, OR ANY INFORMATION OBTAINED THROUGH THE WEBSITE.  THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE LT PARTIES HAVE BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT THE LT PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  THIS WEB SITE IS CONTROLLED AND OFFERED BY LT FROM ITS OFFICES IN THE UNITED STATES OF AMERICA, AND LT MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE IN OTHER LOCATIONS.  THOSE WHO ACCESS OR USE THE WEBSITE FROM OTHER JURISDICTIONS DO SO ON THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

If, notwithstanding the FIRST PARAGRAPH OF THIS SECTION 7, ANY LT PARTY iS found liable for any loss or damage relating to YOUR use of this website, YOU agree THAT the liability of such party shall in no event exceed ONE HUNDRED DOLLARS ($100.00).

Some states or jurisdictions, to the extent their law might be deemed to apply notwithstanding the selection of MAINE law as described below, do not allow THE EXCLUSION OF CERTAIN WARRANTIES OR limitations of liability, so the foregoing EXCLUSIONS OR limitations might not apply to you.  Any claims arising in connection with your use of the website or any content must be brought within one (1) year of the date of the event giving rise to such action. Remedies under these Terms of Use are exclusive and are limited to those expressly provided for in these Terms of Use.

8. Indemnification

You agree to defend, indemnify and hold harmless the LT Parties from and against any and all claims, actions, obligations, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and disbursements) arising out of, or relating to: (i) your use of the website; (ii) your violation of these Terms of Use; (iii) your violation of any third party right, including, but not limited to, any copyright, property or privacy right; or (iv) any claim that any of your user submissions caused damage to a third party.  The obligations set forth in this Section will survive these Terms of Use and your use of the website.

9. Third Party Advertisements; Links to Other Websites

LT may display advertisements from third parties on the website.  Your dealings or correspondence with such third parties, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.  LT is not liable for any damages or losses of any sort incurred as a result of such dealings or as a resulting of such third party advertisements or information on the website.

Some of the hyperlinks on the website may lead to other web sites that are not controlled by, or affiliated with, LT.  In addition, other websites may link to this website.  Unless expressly stated, LT has not reviewed or endorsed these web sites, has no control over those websites and is not responsible for the content or privacy policies, or practices of any third party web sites.  In addition, LT will not and cannot censor or edit the content of any third-party web site. By using the website, you expressly relieve LT from any and all liability arising from your use of any third-party website that you visit through or via the website.  Accordingly, we encourage you to be aware when you leave the website and to read the terms and conditions and privacy policy of each other website that you visit.

10. User Submissions and Contributions

Any personal information you provide to LT is subject to our Privacy Policy.  Beyond that information, any email or other communications or content you send to any part of the website is non-confidential for all purposes.  “User Submissions” include all forms of information or material uploaded or communicated in any manner to public portions of the website (e.g., comment boards) by users of the website.  If you make any such submission, you automatically grant — or warrant that the owner of such content has expressly granted — LT a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, sub-licensable and transferable right and license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the communication or content in any media or medium, or any form, format or forum now known or hereafter developed.  LT may sublicense its rights through multiple tiers of sub-licenses.  You also hereby grant each user of the website a non-exclusive license to access your user submissions through the website, and to use, reproduce, distribute, display and perform such user submissions as permitted through the functionality of the website and under these Terms of Use.  You understand and agree that LT may choose to retain, but not display, distribute, or perform, server copies of user submissions that have been removed or deleted.

You shall be solely responsible for your own user submissions and the consequences of posting or publishing them.  In connection with user submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize LT to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all user submissions to enable inclusion and use of the user submissions in the manner contemplated by the website and these Terms of Use.

LT does not endorse any user submission or any opinion, recommendation, or advice expressed therein, and LT expressly disclaims any and all liability in connection with user submissions.  LT does not permit copyright infringing activities and infringement of intellectual property rights on its website, and LT will remove all user submissions if properly notified that such user submission infringes on another’s intellectual property rights.  LT reserves the right to remove user submissions without prior notice.

LT is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any user submission or other communication you may send to LT without compensation to you or attribution and for any purpose whatsoever, including, but not limited to, modifying or improving the website or other websites.

Should you send any unsolicited materials or ideas, you do so with the understanding that no consideration of any sort will be provided to you, and you are waiving any claim against LT and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent.

LT reserves the right to reject, remove or edit user submissions at any time without notice.  User submissions should not be submitted that contain: harsh, profane, vulgar or discriminatory language; illegal, obscene, threatening, defamatory or otherwise objectionable content; URLs, phone numbers, mailing or email addresses, or personal attacks; or misleading information regarding the origin of the content.  You understand and agree that we may, but are not obligated to, review the content and may delete or remove it (without notice) in our sole discretion, for any reason or no reason.

11. Disputes

You expressly agree that any claim or controversy arising out of or related to these Terms of Use, the website, or the products or services promoted or advertised on or through the website shall be settled by binding arbitration to be held in Portland, Maine in accordance with the rules of the American Arbitration Association.  Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party.  The foregoing shall not preclude LT from seeking any injunctive relief in any court of competent jurisdiction for protection of LT’s intellectual property rights.  You further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Maine for the enforcement of this arbitration agreement and of any arbitration award in connection with any such dispute including any claim involving LT or its affiliates, subsidiaries, employees, contractors, officers, directors, managers, telecommunication providers and content providers.

These Terms of Use are governed by the internal substantive laws of the State of Maine, without reference to its conflict of the laws principles.  No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

12. Revisions to Terms of Use

These Terms of Use may be revised, modified, altered or updated (collectively, “Modified Terms”) by LT in the future at its sole discretion.  Such Modified Terms shall be effective immediately upon the posting thereof on the website.  Any use of the website by you after such posting shall be deemed to constitute acceptance of such Modified Terms.

13. Entire Agreement

These Terms of Use, as modified from time to time by LT, and including LT’s Privacy Policy incorporated herein by reference, sets forth the entire understanding and agreement of the parties relating to the subject matter hereof, and it supersedes any prior or contemporaneous understandings of any kind or nature.  By agreeing to these terms, you represent that you are not relying on any agreement, representation or warranty pertaining to the subject matter hereof that is not expressly set forth herein.

14. Severability

If any arbitrator or any court of competent jurisdiction declares any provision of these Terms of Use to be invalid, unlawful or unenforceable as drafted, the parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law.  If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law.

15. Digital Millennium Copyright Act

It is LT’s policy to respect the intellectual property rights of others.  If you are a copyright owner or an agent thereof and believe that any user submission or other communication or material infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the website are covered by a single notification, a representative list of such works;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disable and information reasonably sufficient to permit LT to locate the material;
  • Information reasonably sufficient to permit LT to contact you, such as an address, telephone number, and, if available, an electronic mail address;
  • 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.

LT’s designated Copyright Agent to receive notifications of claimed infringement is: Kevin Rouleau, ListenTrust, LLC, 50 Monument Square, Suite 300, Portland, Maine 04101, or facsimile: (207) 774-6586.  For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to LT customer service.  You acknowledge that if you fail to comply with all of the requirements set forth above, your DMCA notice may not be valid.

If you are the owner or an agent thereof, of material that was removed from the website or disabled after LT received a copyright infringement notice, and you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material, you may ask that the material be restored by sending LT a counter-notification. Section 512(g) of the Copyright Act requires that your counter-notification include all of the following:

  • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Portland, Maine, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, LT may send a copy of the counter-notice to the original complaining party informing that person that LT may replace the removed content or cease disabling it in 10 business days.  Unless the copyright owner files an action seeking a court order against the content provider or user, and provides LT with notice of same, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at LT’s sole discretion.

16. Intellectual Property Notice

All content on the Web site is owned by LT or its licensors, and is protected by U.S. and international copyright, trademark and similar intellectual property laws.  All rights in and to such content is reserved.  Reproduction of any content, in whole or in part, without permission is prohibited.

17. Ability to Accept Terms

You affirm that you are at least 18 years of age, and are fully able and competent to enter into and accept the terms set forth in these Terms of Use.  If you are agreeing to these Term of Use on behalf of an entity and its directors, officers, employees and other personnel (collectively, “Personnel”), you hereby represent, warrant and covenant that you are authorized to accept these Terms of Use on behalf of such entity and its Personnel.

18. General

No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created between you and LT by your use of the website.  Any provision of these Terms of Use which by its nature would survive the termination or expiration of these Terms of Use, shall do so.  These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by LT without restriction.  The section headings used herein are for convenience only and shall not be given any legal import.  These Terms of Use are for the benefit of LT, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce these Terms of Use directly or on its own behalf.