When you post Content, you hereby grant (or warrant that the owner of the Content grants) us and each user of the Site, Software or the Services a royalty-free, perpetual, irrevocable, fully sublicensable, worldwide, non-exclusive right to use, reproduce, modify, translate, adapt, publish, create derivative works of, transmit, distribute, perform, display, delete (in whole or in part), and incorporate the Content for any purpose and without acknowledgement to you. By posting or providing Content, you represent and warrant that public posting and use of your Content by us and any of our users will not infringe on or violate the rights of any third party. In addition subject to the terms of this Agreement, we grant to you a limited, personal, non-exclusive, non-transferable license to use the Software solely to use the Service to the extent you have the right to access the Service. Your right to access the Service will be limited by the terms of this Agreement. Except for this license granted to you, we retain all right, title, and interest in and to the Software, including all related intellectual property rights. The Software and Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Software and/or Services; (b) rent, lease, or sublicense the Software and/or Services; nor (c) circumvent or disable any security or technological features or measures in the Software and/or Services. You may not export or re-export the Software and/or Services without (a) the prior written consent of Listen Innovation; and (b) complying with applicable export control laws and obtaining any necessary permits and licenses.
You agree not to use the Site, Software or the Services to:
We may provide, or third parties may provide, links to other Web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us, with respect to such sites. LISTEN INNOVATION, INC. IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of the presence of such web links on the Site, Software or the Services.
In the event that you have a dispute with one or more users of the Site, Software or the Services, you release Listen Innovation and its stockholders, directors, officers, employees, agents, representatives, partners, and affiliates from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code – 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Listen Innovation respects the intellectual property rights of others, and requires that the people who use the Site, Software and the Services do the same. It is our policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on the Site, Software or the Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:
Listen Innovation Inc.
132 Eliot St
Chestnut Hill, MA 02467
Attn: Copyright Infringement
After receiving a claim of infringement, we will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will take reasonable steps promptly to notify the user that we have removed or disabled access to such material. Upon receipt of a proper counter notification under the DMCA, we will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that we will replace the removed material or cease disabling access to it in 10 business days. Unless our designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on the Site, Software or the Services, we will replace the removed material and cease disabling access to it. You may provide us with a counter notification by providing our copyright agent the following information in writing:
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Listen Innovation has adopted a policy of terminating, in appropriate circumstances and at Listen Innovation’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. Listen Innovation may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Company respects the intellectual property of others. If you believe that any material on the Listenwise Website or any use of the Listenwise Website infringes upon any copyright that you own or control, please send us a notification of such infringement containing the following information:
Send the notification to us as follows:
Listen Innovation Inc.
123 Eliot St.
Brookline, MA 02467
These licence terms and conditions (“Licence”) govern your access to and use of Content (as defined below). By accessing or using any Content, you acknowledge that you have read, understood, and agreed to be bound by this Licence and any modifications that may be made to this Licence from time to time. If you do not agree to this Licence, you are not permitted to access or use any Content. This Licence constitutes a binding legal agreement between you and Listen Innovation, Inc, doing business as Listenwise. (“Listenwise,” “we,” “us,” and “our”). Certain of the Content is made available by our affiliated company, KnowledgeMotion Limited, doing business as Boclips (“Boclips Content”). In most cases we act as a reseller of the Boclips Content, but for certain Boclips Content we act as a commercial sales agent for Boclips. In relation to such Boclips Content, we simply provide the platform that helps you access and use such Boclips Content, and we take payment on behalf of Boclips. This Licence, to the extent it relates to your access to and use of such Boclips Content, is between you and Boclips and references to Listenwise in this Licence shall be replaced with Boclips. If you are accessing and/or using the Content on behalf of any entity, you represent and warrant that you are authorised to accept the terms and conditions of this Licence on such entity’s behalf, and that such entity agrees to indemnify Listenwise for violations of this Licence. Please read the terms and conditions of this Licence carefully before accessing or using any Content.
1. LICENSE TO USE THE CONTENT AND OUR ROLE
1.1 In consideration of timely payment of the subscription fees and your performance of your obligations in this Licence and subject to the restrictions in clause 3, Listenwise grants to you (“you”, “your”, “Licensee”), a limited, revocable, non-exclusive, non-sublicensable, non-transferable, limited license to:
(a) access and use the Content solely for Educational Use as part of Publications; and
(b) create and use promotional materials using a single thumbnail, image frame or GIF of the Content, that uses the lesser of 20 percent (20%); and ten (10%) seconds of any Clip content in an unedited or non-transformative work (so-called “teaser content”) in a related print product or in supporting ancillary materials of the primary Publication (e.g. teacher aides, student study guides, homework leaflets) for content promotional purposes.
1.2 Licensee acknowledges and agrees that it is permitted to access and use the Content only in accordance with the express terms and conditions of this Agreement and that all rights not expressly granted to Licensee in the content are reserved by Listenwise and its licensors.
1.3 Licensee is responsible for maintaining the confidentiality of its password and account for the Content and is fully responsible for any and all activities that occur under its password or account. Licensee shall (1) immediately notify Listenwise of any unauthorised use of its password or account or any other breach of security, and (2) ensure that it exits from its account at the end of each session when accessing the Content. Listenwise will not be liable for any loss or damage arising from Licensee’s failure to comply with this clause 1.3.
2. LICENSE RESTRICTIONS
2.1 Licensee shall ensure any Content (whether in whole or part):
(a) appearing in a Publication is accompanied with a prominent and adjacent credit line in the form of “Credit: Listenwise/ Content Partner”;
(b) is never used on a stand-alone basis outside of a Publication;
(c) is not manipulated to enable use separately from a Publication;
(d) is subject to effective copy protection security and file sharing deterrents in accordance with current industry standards for as long as a Publication is made accessible via any media which allows end users to store a copy;
(e) is not used in customized or customizable products or services or in a logo, corporate ID, trade/service mark or another branding;
(f) is not used in any way which the Licensee knows to be an infringement of any intellectual property rights or other rights of any person;
(g) is never used in any way which will, or is likely to, impair its meaning or damage or bring Listenwise or its licensors into disrepute. Without prejudice to the foregoing, Content must never be used in any way (whether directly or in context or juxtaposition with other material or subject matter) which (i) defames, libels or slanders any person; (ii) is pornographic, indecent or inappropriate, may cause religious or racial hatred or encourage or support extremist or unlawful acts; (iii) infringes any moral rights or rights of privacy or publicity of any person (or any similar, analogous or related personal rights); or (iv) breaches any other applicable laws, regulations, rules, codes or guidelines;
(h) is, subject to clause 2.1(b), never used in any advertising, promotional, endorsement, merchandising or other commercial material of a similar nature (whether for the Publication or otherwise including, in social media or online marketing); and/or
(i) featuring a model or property is used in connection with a subject which would be unflattering or controversial to a reasonable person must be accompanied with a statement that indicates the content is being used for illustrative purposes only and any person depicted is a model.
2.2 Licensee shall:
(a) comply with all specific use restrictions and additional terms and conditions, including without limitation those appearing in commercial terms or in captions, headers, metadata or otherwise provided with individual items of Content; and
(b) notify Listenwise immediately of any unauthorised use of any Content of which the Licensee becomes aware and provide full co-operation to Listenwise and its licensors in respect of any investigation and enforcement action.
2.3 Except as expressly set out in this Licence or as permitted by any local law, Licensee shall:
(a) not copy the Content except where such copying is incidental to normal use of the Content, or where it is necessary for the purpose of back-up or operational security;
(b) not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content;
(c) not make alterations to, or modifications of, the whole or any part of any Content, nor permit the Content or any part of it to be combined with, or become incorporated in, any other programs;
(d) not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Content nor attempt to do any such thing;
(e) keep all copies of the Content secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Content;
(f) not provide or otherwise make available the Content in whole or in part in any form to any person without prior written consent from Listenwise; and
(g) comply with all applicable technology control or export laws and regulations.
3. INTELLECTUAL PROPERTY RIGHTS
Licensee acknowledges that all intellectual property rights in the Content anywhere in the world belong to Listenwise or its licensors, that rights in the Content are licensed (not sold) to Licensee, and that Licensee have no rights in, or to, the Content other than the right to use them in accordance with the terms of this Licence.
4. LIMITATION OF LIABILITY AND INDEMNITY
4.1 The Content is sourced from the third party creators of such Content, and is not independently verified by Listenwise. Licensee acknowledges and agrees that the Content is provided for general information purposes only and that Licensee should not rely solely on information and advice available in or through the Content. Except to the extent expressly provided otherwise in this Licence, Listenwise excludes all express and implied conditions, warranties (including any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement), representations or other terms that may apply to the Content or this Licence to the fullest extent permitted by law. Listenwise does not warrant that the Content is accurate, true, or approved or verified by any person. To the fullest extent permitted by law, Listenwise will not be liable in any way for any information, advice, content or materials of any third parties, including, but not limited to, for 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 such Content.
4.2 To the fullest extent permitted by law, the Content is provided on an “As is” and “As Available” basis, and in no event does Listenwise warrant, represent or guarantee that the Content will always be available or never be uninterrupted or that any specific level of service will be maintained, or that any minimum sub-licenses of Content will be made. Access to all or any of the Content may be suspended, restricted or terminated at any time. Listenwise will try to give Licensee reasonable notice of any such suspension, restriction or termination, but is under no obligation to give any such notice. Listenwise shall not be in breach of this Licence if it is unable to perform any obligation hereunder due to any reason beyond its reasonable control.
4.3 Licensee acknowledges that the Content has not been developed to meet its individual requirements, and that it is Licensee’s responsibility to ensure that the Content meets its requirements.
4.4 Listenwise shall not in any circumstances whatever be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence or the Content for: (a) loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; or loss of business opportunity, goodwill or reputation (in each case whether direct or indirect); or (b) any special, indirect or consequential loss, damage, charges or expenses.
4.5 To the extent permitted by law, Listenwise’s maximum aggregate liability under or in connection with this Licence and the Content whether in contract, tort (including negligence)j, breach of statutory duty, or otherwise, shall in all circumstances be limited to US$100.
4.6 Nothing in this Licence shall limit or exclude either party’s liability for:
(a) death or personal injury resulting from such party’s negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be excluded or limited by law.
4.7 Licensee agrees to indemnify and hold Listenwise and its stockholders, directors, officers, employees, agents, representatives, partners, or affiliates harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of, resulting from or connected with any breach of this Licence by Licensee, and/or use, modification, misinterpretation, misuse, or reuse by Licensee of the Content.
Listenwise reserves the right to modify the terms and conditions of this Licence and to modify and/or update all or any of the Content at any time and in any manner at its sole discretion. Notice of any modification of the terms and conditions of this Licence will be posted on our website, and any such modifications will be effective upon the posting of such notice. Your continued access to or use of the Content after such modifications are posted constitutes your binding acceptance of such modifications. Please check our website before accessing or using any Content to determine whether a change has been made to this Licence. If you do not agree to any modifications to this Licence as they may occur, please arrange to terminate your licence to the Content immediately and discontinue your access to and use of the Content. Licensee agrees that Listenwise is not liable to you or to any third party for any modification of this Licence or the Content.
6.1 Listenwise may suspend or terminate this Licence immediately by written notice to Licensee if Licensee fails to pay the subscription fee or commits any other material or persistent breach of this Licence which Licensee fails to remedy (if remediable) within 14 days after the service of written notice requiring Licensee to do so.
6.2 On termination for any reason:
(a) all rights granted to Licensee under this Licence shall automatically cease;
(b) Licensee must immediately cease all activities authorised by this Licence; and
(c) Licensee must immediately and permanently delete or remove the Content from all computer equipment in Licensee’s possession, custody or control.
7.1 We may transfer our rights and obligations under this Licence in whole or in party to another organisation, but this will not affect your rights or our obligations under this Licence.
7.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
7.3 This Licence constitutes the entire agreement between Listenwise and Licensee and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between Listenwise and Licensee, whether written or oral, relating to its subject matter. You agree that Licensee shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. Licensee agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
7.4 If Listenwise fails to insist that Licensee performs any of its obligations under this Licence, or if Listenwise does not enforce its rights against Licensee, or if Listenwise delays in doing so, that will not mean that Listenwise has waived its rights against Licensee and will not mean that Licensee does not have to comply with those obligations. If Listenwise does waive a default by Licensee, it will only do so in writing signed by Listenwise and that will not mean that Listenwise will automatically waive any later default by Licensee.
7.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
7.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
8. DEFINED TERMS
Capitalised terms used in this Licence have the meanings given to them below:
“Content” means video, audio and podcast content (with its associated metadata, materials/ deliverables) made available to Licensee by Listenwise from time to time via the Streaming Portal, which can be comprised of a single piece of footage or a collection of footage/ animations and sounds edited to make up a video, audio content and podcast content;
“Educational Use” means use of Content (including without limitation to copy, communicate, publicly perform, edit and incorporate) in Publications for the purposes of a learning outcome;
“Publications” means digital products such as a digital textbook, DVD, or closed network e.g. password-protected website, intranet or a digital delivery platform such as a Learning Management System accessed by end users.
Last revised: 9/10/2018
This Policy applies to the Listenwise websites available at www.listenwise.com, and any of our other websites or applications that post this Policy (respectively the “Site” or “App”) as well as all of our services made available through the Site or App (together with the Site and the App, the “Services”).
We collect personal information you provide to us, which may include personal information of your students if you provide us with such information. By providing us with personal information about your students, you are representing to us that you have all necessary authority or consent to provide us with such information. For example, in connection with your use of the Services, you may provide us your name, country, postal code, email address, username, password, and other information, including demographic information and information about your classroom, your school, and your students. We also collect writing by teachers, including but not limited to assignment instructions and feedback that teachers provide to students using the Services.
We collect any personal information a student directly provides to us through use of the Services, including a student’s name, classroom affiliation, username, and password, and email address (optional). We also collect information about how a student interacts with the Services, including the audio that a student plays, quiz-related information, responses a student writes to teacher-initiated assignments, how much time a student spends using the Services, and other performance related information. We may also collect information about a student provided by a school.
We collect personal information about you and/or your student that your school, school district and/or their administrators choose to provide to and share with us, directly and through third party service providers.
We and our third party service providers may automatically collect information about you and your student’s computer or mobile device when you or your student visit our Site or access our App, including by using certain technologies that are further described below (collectively, “Tracking Tools”). Some of the information that may be collected when a user uses the Services, include, for example, computer or device operating system type, IP address, browser type, browser language, mobile device ID, device hardware type, the website or application visited or used before or after accessing our Services, the parts of the Services accessed, length of time spent on a page or using a feature, access times for a webpage or feature, and demographic information, such as gender and age range. These Tracking Tools help Listenwise learn more about our users, such as their demographics and internet behaviors, so that we can improve our Services.
The following are Tracking Tools used by Listen Innovation or its third party service providers in connection with the Services:
We may use unique identifiers to track individual usage behavior on our Services, such as length of time spent on a particular page and pages viewed during a particular log-in period. The unique identifiers collect information about a user’s use of the Services on an individual basis. We use the information that we gather through unique identifiers to evaluate and improve the Services and its content, including, but not limited to, improving and evaluating the effectiveness of certain materials on our Services and the student and teacher experience while using the Services.
Web beacons, or clear GIFs or pixel tags, are small graphic image files that can be embedded in web pages or emails to collect information about a user’s use of our Services or the correspondences that we send to them. The information collected by web beacons allows us to analyze how and how many people are using the Services or when users open our emails.
Mobile device identifiers are identifiers stored on your mobile device that may track your mobile device and data and activities occurring on or through it, as well as the applications installed on it. Mobile device identifiers enable collection of personal information (such as media access controls) as well as non-personally identifiable information (such as usage and traffic data). As with other Tracking Tools, mobile device identifiers help Listen Innovation learn more about our users’ demographics and internet behaviors and operate and improve the Services.
If you or your student chooses to log on or otherwise associate the Services with another third party account (for example, a Google Account), we may receive information from that third party site to make it easier for you or your student to create an account on the Services and display relevant content. Any information that we collect from these third party accounts may depend on the privacy settings you or your student has with that third party, so please consult their privacy and data practices.
We use information collected through our Services, or disclosed by you on our Site or App in connection with our Services, for the purposes described in this Policy. For example, we may use your and your student’s information to:
We will not use your personal information in any way other than in connection with providing the Services, as described in this Policy, as directed by a teacher or school, or upon obtaining your consent.
We do not share your or your student’s personal information except as follows:
Additionally, we may share your or your student’s personal information with new teachers who use the Services in their classrooms when you or your student, as applicable, enroll in such teachers’ classes, and we may share teacher personal information with other teachers within a school using the Services.
We may create and use anonymized and/or aggregated data for our own purposes by excluding information (such as your or your student’s name) that makes the data personally identifiable to you or your student. The purposes for which we may create and use anonymized and/or aggregated data include but are not limited to, conducting analysis and generating statistics regarding the use of our Site, App, and/or Services.
We will not share your or your student’s personal information in any way other than in connection with providing the Services, as described in this Policy, as directed by a teacher, parent/legal guardian or school, or upon obtaining your consent.
We require our third party service providers not to use your or your student’s personal information other than to provide the services that we have requested.
We will not disclose your or your student’s personal information to any third party for that third party’s own marketing purposes. Additionally, we will not knowingly use or disclose student information (whether personal information or otherwise) for behavioral targeting of advertisements to such students. We do not sell student personal information. For clarity, we may make recommendations within or through the Services of features, tools, and content on the Services to students based on their demographic information or activities on our Services. For example, we may suggest a story to a student based on the student having listened to a similar story in the past, or based on the student’s grade level.
Because the Listenwise Programs are individualized and customized for each student, all the information we request from you and students are required for you and a student to participate in the Programs, with the exception of certain information to be used for our marketing purposes to you only. At any time, you may revoke your consent to allowing a student to participate in the Listenwise Programs or refuse to allow Listen Innovation to further use or collect a student’s personal information. Any ANONYMOUS performance data will be retained, but we will no longer use any identifiable information regarding you or a student that you have provided. However, if you do any of the foregoing, you and a student will not be able to participate in the Programs.
You may review and modify your Registration Information at any time by accessing our website using your password, or sending us a support mail with a request to change it.
You and your students will set a password each to access the Programs through our website, and this password will be used to allow you and the students to use the Programs. The passwords should be kept confidential. Your password will also allow you to review and change the information we collect about you and students.
No data transmissions over the Internet can be guaranteed to be 100% secure. Consequently, we cannot ensure or warrant the security of any information you transmit to us and you do so at your own risk. Listen Innovation has multiple security measures in place to protect the loss, misuse or alteration of information under our control.
Listen Innovation will not send you unsolicited third-party promotional emails.
Residents of the European Union have the following rights with respect to your personal data:
You may exercise these rights by contacting Listen Innovation at firstname.lastname@example.org, providing the email address you used to register with Listenwise, and stating your specific request in writing. Listen Innovation reserves the right to verify your identity and confirm your right to the information. The following options are also available:
Congress has enacted a law called the Children’s Online Privacy Protection Act of 1998 (COPPA) which is designed to protect children’s privacy during use of the Internet. Listen Innovation has implemented practices consistent with the guidelines provided by the Federal Trade Commission to date. Listen Innovation will never knowingly request personally identifiable information or private content from anyone under the age of 13 without parental or educator consent. LISTEN INNOVATION DOES NOT SHARE CHILDRENS PERSONALLY IDENTIFIABLE INFORMATION WITH THIRD PARTIES. If you are a parent, legal guardian, or educator of a user under 13 you may, at any time, revoke your consent to allow a student to use the Programs under your subscription, refuse to allow Listen Innovation to further use or collect a student’s personal information, or direct Listen Innovation to delete all identifiable information regarding a student that you have provided. To do so, please contact us at the contact information below. However, if you do any of the foregoing, a student will not be able to use the Programs. If you would like more information about COPPA, please go to http://www.ftc.gov/enforcement/rules/rulemaking-regulatory-reform-proceedings/childrens-online-privacy-protection-rule.
The Family Educational Rights and Privacy Act (FERPA) is a Federal law that protects the privacy of student education records. The law applies to all schools that receive funds under an applicable program of the U.S. Department of Education. FERPA gives parents certain rights with respect to their children’s education records. These rights transfer to the student when he or she reaches the age of 18 or attends a school beyond the high school level. Listen Innovation is fully compliant with FERPA. Specifically:
Listen Innovation does not share student information with any third parties. If a school requests that student data should be sent to a third party, with parental consent, Listen Innovation would send the data to the school and never directly to the third party. If you would like more information about FERPA, please go to http://www.ed.gov/policy/gen/guid/fpco/ferpa/index.html.
The Privacy Officer
Listen Innovation Inc.
132 Eliot St
Brookline, MA 02467
Or email us at: email@example.com