www.lsnt.xyz (“Website”) (including the Services) owned and operated by Supry, Inc.. Please
1. The Website and the Services
1.1 Lstn offers and maintains the Website to provide one or more of the following Services to you:
- Automated transcription of audio/video files uploaded to our Websites;
- A document format (a “Lstn”) that aligns words with those audio/video files;
- An editor that allows users to search, verify and correct the content of their transcripts
- A variety of methods for exporting and sharing the transcripts (“Lstns”)
(together, the “Services“).
1.2 Some Services are free. Some are paid for. They vary in duration. If you receive Services for free,
we reserve the right to cap your use at our sole discretion. The Services are provided in accordance
warranties or representations in relation to the Services. In addition, there are restrictions on the
Services which you should read.
1.3 Lstn is new software. We are still in Beta as we create and refine. Your feedback will help us make
Lstn more effective and more useful. If you have any questions, concerns, or comments regarding these
of the Website and the Services at all times.
ones that will be binding on you.
2. Fees and Payment
2.1 You shall pay the applicable fee to us as set out in fee table available on
3. Promotions and Marketing Offers
3.1 Lstn may offer promotional offers from time to time which may include promo codes or account
credits, may be subject to expiration dates and may only be applicable to selected users of the Website.
Lstn reserves the right to remove credit from a user account or end a promotion without notice if at the
sole discretion of Lstn it believes a user is not acting in good faith in relation to the terms of the
4. Use of the Website and its Content
Website on each device (e.g. laptop, phone, tablet) you use to use the Website. We only grant this
licence to you and you cannot transfer or sell it to anyone else. We grant identical and similar
4.2 All images, text, icons and other content on the Website (“Content”), as well as the arrangement of
the Content on the Website, is protected by copyright and other intellectual property rights. Except as
marks or the trade marks of any third parties on the Website.
4.3 Unless you have entered into a separate written agreement with us, you shall not copy, republish,
frame, link to, download, transmit, modify, adapt, rent, lease, loan, sell, assign, distribute, license
or sublicense the Website or any of the Content. No copyright and/or other intellectual property notices
or watermarks on any Content shall be deleted or modified.
4.4 You shall not disassemble, decompile, reverse-engineer or create derivative works based on the
whole or any part of the Website except to the extent allowed by law.
5. Your access to our Services
5.1 While Lstn endeavours to ensure that the Website is normally available 24 hours a day, Lstn shall
not be liable if for any reason the Website is unavailable at any time or for any period.
5.2 Access to the Website may be suspended temporarily and without notice in the case of system
failure, maintenance or repair or for reasons beyond Lstn’s control.
5.3 The Services are provided in accordance with the SLA.
5.4 When you register with us and choose a password to protect your secure account, you are responsible
for maintaining the confidentiality of your password. If you become aware of any unauthorised use of
your account, you must notify us and you should change your password immediately. You are solely
responsible for all activities that occur under your password and/or account. You shall not permit
anyone else to use your account.
6.1 Lstn shall deliver Lstns to you within the Turnaround Time Commitment 99% of the time.
6.2 Our “Turnaround Time Commitment” means that the time taken between us sending confirmation to you
of successful upload of the relevant file and us sending the Lstn to you (in each case as recorded by
us) shall be within the greater of either one (1) hour or two times (2 x) the length of the uploaded
6.3 Our Turnaround Time Commitment is subject to and conditional upon:
(a) your uploaded files being no greater than 1GB in size or one hour in length; and
(b) you not bombarding us with files (as judged by us in our reasonable discretion).
6.4 We shall not be deemed to have failed to meet our Turnaround Time Commitment if such failure is
(a) an event or events outside of our reasonable control that render performance commercially
impracticable, including events resulting from your actions or inactions (including, without limitation,
a defect in the uploaded files); or
(b) scheduled downtime of which you have been notified in advance (and at least 48 hours in advance of
such scheduled downtime), collectively, “Mitigating Factors“.
6.5 If we fail to meet a Turnaround Time Commitment for an uploaded file and none of the Mitigating
Factors are applicable, we will provide you upon written request with a credit in time equal to fifty
(50) percent of your monthly subscription fee (“Service Credit”). You acknowledge and agree that any
Service Credit provided by us to you for a failure to meet a Turnaround Time Commitment will be your
sole remedy for any failure by Lstn to meet a Turnaround Time Commitment.
7. Your Privacy
7.1 Lstn is committed to respecting your privacy and the privacy of all individuals using the Website.
8. Your Content and Confidentiality
8.1 Audio/visual content submitted to Lstn by you (and any intellectual property rights in it) is owned
by you or your licensor. You grant Lstn a non exclusive license to use that audio/visual content solely
for the purpose of providing the Services. The Services are used by you so that we can produce Lstns.
Those Lstns (and any intellectual property rights in them) are owned by you, subject to you having paid
8.2 Lstn shall have no obligations with respect to the audio/visual material which you submit other
8.3 You are prohibited from posting or transmitting to or from the Website any material:
(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive,
liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in
breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) for which you have not obtained all necessary licences and/or approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to
civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in
any country in the world;
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan
horses, worms, harmful components, corrupted data or other malicious software or harmful data);
(e) contains or discloses another person’s personal information without his or her written consent; or
(f) collects or solicits another person’s personal information for commercial or unlawful purposes.
8.4 Lstn shall be entitled to remove any material from the Website and/or refuse to transcribe such
8.5 You shall not:
(a) use the Website, its Content, or the Services in any unlawful manner;
(b) misuse the Website (including, without limitation, by hacking or inserting malicious code);
(c) resell the Website, its Content or the Services;
(d) infringe our or any third party’s intellectual property rights in your use of the Website, its
Content, or the Services;
(e) use the Website to transmit chain letters, junk or spam;
(f) collects or solicits another person’s personal information for commercial or unlawful purposes.
(g) frame or use any framing techniques to enclose the Website or any part of it;
(h) take any action that in our sole discretion places an unreasonable or disproportionately large load
on our servers or other infrastructure; or
(i) use the Website in any way which may cause, or be likely to cause, access to or use of the Website
or the Services to be interrupted, damaged or impaired in any way.
9. Links to and from other Websites and Apps
9.1 Links to third party Websites and apps on the Website are provided solely for your convenience.
Lstn has not reviewed all of these third party Websites and apps and does not control and is not
responsible for these Websites/apps or their content or availability. Lstn does not endorse or make any
representations about them, or any material found there, or any results that may be obtained from using
them. If you decide to access any of the third party Websites/apps linked to the Website, you do so
entirely at your own risk.
10.1 While Lstn endeavours to ensure that the Content is correct, Lstn does not warrant the accuracy
and completeness of the Content. Lstn may make changes to the Content at any time without notice. The
Content may be out of date and Lstn makes no commitment to update such material.
10.2 The material on the Website and the Services are provided “as is”, without any conditions,
warranties or other terms of any kind, other than those provided in the SLA. Accordingly, to the maximum
extent permitted by law, Lstn provides you with the Website and the Services on the basis that Lstn
excludes all representations, warranties, conditions and other terms (including, without limitation, the
conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care
11.1 You shall indemnify Lstn against any loss, damages, costs or expenses which are awarded against or
incurred by Lstn as a result of any claim or threatened claim (including any claim or threatened claim
by a third party) arising out of or related to:
(b) your misuse of the Website and/or the Services;
(c) any content you post on or transmit via the Website; and/or
(d) your infringement of intellectual property rights.
(a) death or personal injury resulting from the negligence of the other or their servants, agents or
(b) fraud or fraudulent misrepresentation; or
(c) breach of any implied condition as to title or quiet enjoyment.
clause 11 (Indemnity).
12.3 Subject to clauses 12.1 and 12.2, neither you nor Lstn shall be liable in contract, tort
(including, without limitation, negligence), pre-contract or other representations (other than
(a) any economic losses (including, without limitation, loss of revenues, profits, contracts, data,
business, anticipated savings or cost of substitute services);
(b) any loss of goodwill or reputation; or
(c) any special, indirect or consequential losses,
in any case, whether or not such losses were within the contemplation of you and Lstn at the date of
12.4 Subject to clauses 12.1, 12.2 and 12.3, each party’s total liability to the other in relation to
arises because of breach of contract, negligence or for any other reason) shall be limited to the
(a) the total amount of the sums you have paid through the Website in the 12 month period immediately
preceding the date of the first event allegedly giving rise to the liability; or
Website which cannot be excluded, restricted or modified by contract.
remediable) within 14 days after the service of written notice requiring you to do so; and/or
(b) if you breach any of clauses 4, 8.3 or 8.5.
will continue to apply to past use of the Website by you.
13.3 On termination for any reason:
(b) content transmitted by you via the Website may or may not (at our discretion) remain on our servers
(or servers controlled by us); and
13.4 On your discontinuance of use of the Website and the Services and your account remaining dormant
for longer than 90 days we may delete the contents of your account and your Lstns will be lost forever.
We will try to notify you before we do this, but we are not obliged to do so. We recommend that you
regularly save and/or export your Lstns.
14.1 To contact us in writing send your communication to us by e-mail to Lstn at: info@Lstn.xyz.
14.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any
control, including failure of public or private telecommunications networks (“Event Outside Our
Control”). If an Event Outside Our Control takes place that affects the performance of our obligations
Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under these terms
of use may be performed despite the Event Outside Our Control.
agree in writing.
do not enforce our rights against you, or if we delay in doing so, that will not mean that we have
waived our rights against you and will not mean that you do not have to comply with those obligations.
If we do waive a default by you, we will only do so in writing, and that will not mean that we will
automatically waive any later default by you.
authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain
in full force and effect.
14.8 This Agreement shall be governed by the laws of the State of California without regard to its
conflict of laws provisions. The federal and state courts sitting in San Francisco, California, U.S.A.
will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or
related to the subject matter of this Agreement.
If you have any questions about LSTN’s Service Agreement or Terms and Conditions, please feel free to
contact us at email@example.com