Last updated August 16, 2023

1. OVERVIEW

These Terms & Conditions (these “Terms”) contain the terms and conditions on which we supply content, products or services listed on zivylabs.com (the “Website”), through our mobile apps (the “Apps”) or via other delivery methods to you (including the Chrome Extension, collectively known as “The Products”).

By using Zivy Labs’ website, apps, browser extensions, or other products, you agree to be bound by these terms.

These terms constitute an agreement between you and Zivy Labs. Zivy Labs, not Apple nor Google, is solely responsible for the content in this app and related Products.

This is a non-transferable license to use the Products on desktop computers and mobile devices that you own. For Apple device users, this license is pursuant to Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Licensed Application may be accessed and used by other accounts associated with the purchaser.

2. TERMS AND CONDITIONS

This terms and conditions lays out the complete agreement between you and Zivy Labs, for use of all Listening products.

As part of using Zivy Labs, you are hereby consenting to storage and processing of certain data. These include, but are not limited to:

• Your name

• Your email address

• The list of articles, blog posts, and other content you wish to listen to

• List of products you've purchased

• Actions you've performed in the app

These terms may change at any time. We’ll notify users by updating the terms on our website. If you continue to use the Products, you hereby agree to be bound by terms as changed.

3. ACCOUNTS

By signing up on any of Zivy Labs product, you become a member and account holder of a Zivy Labs account. You are solely responsible for keeping your email and password secure.

When you create an account on Zivy Labs, you represent and warrant that you’re legally capable of entering into a contract, and that no applicable laws are violated by your use of the product.

4. SUBSCRIPTIONS

Upon signing up for a Zivy Labs account, you will initially have an account which is on our Free Tier.

The Free Tier is a zero cost account, with limited functionality and a limited number of audio conversion hours.

You can upgrade to a subscription fee-based plan. Upon payment, this will unlock additional functionality. This may include additional hours, higher quality voices, or other additional features.

If you make a purchase through a mobile store, such as the Apple iTunes Store, Apple App Store, or Google Play Store, the purchase is final and cannot be refunded.

To cancel a subscription, you can do so inside your Zivy Labs account, or by contacting hello@zivylabs.com. Subscriptions created through a mobile app store, such as the Apple iTunes Store, Apple App Store, or Google Play Store, cannot be canceled by us. You must cancel these subscription using Apple and Google’s store interfaces, respectively.

Zivy Labs is only responsible for providing Products upon successful payment completion.

Zivy Labs reserves the right to change its fees, charges, and prices at any time. We will notify you with at least 30 days notice before such a change.

5. CANCELLATION

If you purchased a subscription through the Apple iTunes Store, or the Apple App Store, you can cancel your subscription by clicking on “App Store”, then “Profile”, then “Manage Subscriptions”.

If you purchased a subscription through the Google Play store, you can cancel your subscription by opening the Google play app, navigate to Subscriptions, then cancel the automatic renewal.

Either of these processes may change. Please refer to the Apple or Google store processes at the time of cancellation.

In the event of a breach of terms, fraud, or other issue, Zivy Labs reserves the right to terminate your account. In the event of a termination, Zivy Labs will notify you by email.

6. LICENSE AGREEMENT

Zivy Labs hereby issues a limited, revocable, non-exclusive license for you to download, stream, listen to, and non-commercially use Zivy Labs products.

The Product may contain material with copyrights that belong to Zivy Labs. Zivy Labs retains all rights to those copyrights. The right to download and stream the audio created by Zivy Labs is licensed to you, not sold to you, and may be revoked at any time.

7. Maintenance

Zivy Labs is solely responsible for the maintenance of its products. Both you and Zivy Labs acknowledge that neither Apple nor Google has any obligation whatsoever to furnish any maintenance and support services with respect to the products.

8. Product Claims

Both you and Zivy Labs acknowledge that Zivy Labs, not Apple, is responsible for addressing any issues arising out of product claims. These include, but are not limited to:

(i) product liability claims;

(ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Product's use of the HealthKit and HomeKit frameworks. This EULA does not limit Zivy Labs liability to you beyond what is permitted by applicable law.

9. Intellectual Property Claims

Zivy Labs acknowledges that, in the event of any third party claim that the Product or your possession and use of that Product infringes that third party’s intellectual property rights, Listening or the end user (not Apple or Google) will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

10. DIGITAL MILLENIUM COPYRIGHT ACT (“DMCA”) NOTICE

Zivy Labs is committed to complying with all applicable laws, including copyright laws. Our users are required to comply with these same laws.

You may not store any material, or share any material, in a way that constitutes an infringement on intellectual property rights, including copyrights. Owners of copyrights may use the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report believed infringements. Zivy Labs to will immediately investigate, and if necessary take action on these reports.

Users who infringe on the third party intellectual property of others may have their accounts promptly terminated.

If you believe your intellectual property rights are being infringed upon, we encourage you to contact us immediately:

Email: hello@zivylabs.com

Phone: 917-420-1339

Contact: Zivy Labs, Collin Caram

Address: 3627 Aberdeen Way Houston, TX 77025

11. ARBITRATION

Any dispute that arises out of this agreement, or in connection with Zivy Labs, or the usage of the Products, will be resolved through binding arbitration.

By agreeing to these terms, you hereby wave your right to go to court and have a trial in front of a jury or judge. You are hereby electing, and agreeing to, having any claims resolved by arbitration.

As long as permitted until applicable law, you hereby waive your right to file or join a class action lawsuit. You hereby agree to only bring claims as an individual party, not as a class member in a class action lawsuit.

You may opt out of this arbitration agreement. If you do so, you must notify Zivy Labs within 30 days after becoming subject to this agreement. Send your opt-out notice to hello@zivylabs.com.

12. SEVERABILITY

If any portion of this contract is deemed unenforceable, then that provision shall be severed from this contract. The remainder of the contract shall continue to be valid and enforceable.

13. Compliance

You represent and warrant that:

(i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and

(ii) You not listed on any U.S. Government list of prohibited or restricted parties.

14. Third Party Terms

You must comply with any applicable third party terms of agreement when using Zivy Labs.

15. Third Party Beneficiary

You and Zivy Labs both acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon your acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against the End-User as a third party beneficiary thereof.

16: USER-SUBMITTED CONTENT

16.1 Our Services may permit you to submit various materials to us, which can include, but are not limited to, uploading photos to your profile, uploading text, video, audio, PDFs, or imagery. In these Terms, we refer to these submissions as "User-Submitted Content," encompassing any form of material that you make publicly available to us, which can range from text, files, images, photographs, video, audio, and artistic or literary creations.

16.2 This Section 7 outlines the rights and obligations that you and we hold concerning User-Submitted Content. Your agreement to submit or review User-Submitted Content implies your acceptance of these Terms. Should you disagree with these Terms, please refrain from submitting or reviewing User-Submitted Content.

16.3 We do not perform systematic assessments of User-Submitted Content provided by you or other users. The content of User-Submitted Material is your responsibility and not ours. We disclaim all warranties and representations, whether explicit or implicit, regarding User-Submitted Material, including its legality or precision.

16.4 We hold the exclusive right, at our sole discretion, to reject, edit, or remove your User-Submitted Content, or to limit, suspend, or terminate your access to any or all parts of the Services. This could occur if User-Submitted Content contravenes Section 7, with or without prior notice to you.

16.5 We may link User-Submitted Content or parts thereof to other material, including content submitted by other users or produced by us or other third parties. We may employ User-Submitted Content for our internal business objectives, such as analyzing trends or categories, or to promote, market, or advertise our services. You understand and accept that we may indirectly derive commercial gain from your User-Submitted Content.

16.6 Every instance of your submission of User-Submitted Content is governed by the following warranties and representations:

(a) You possess the ownership rights of your User-Submitted Content or are authorized to submit it. Your submission will not violate any rights of third parties, encompassing intellectual property rights (e.g., copyright or trademarks), privacy or publicity rights, confidentiality rights, or contractual rights. By uploading your content to Zivy Labs, you represent and warrant that you have the necessary intellectual property rights.

(b) Your User-Submitted Content is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive. It doesn't incite illegal activities, provoke civil liabilities, contravene any laws, or is otherwise regarded as unsuitable.

(c) You won't engage in illegal or harmful activities, such as fraud, spamming, sending harmful files, copyright infringement, patent infringement, theft of trade secrets, or attempting to impersonate another user.

(d) You won't use automated systems, such as scripts, to modify our content.

16.7 We reserve the right to disclose your identity to any third party claiming that their rights have been infringed by your User-Submitted Content.

16.8 Zivy Labs may provide you with an RSS feed to facilitate the consumption of audios via a personal podcast application. This functionality is intended for SINGLE-USER usage ONLY. Dissemination of this feed to others constitutes a breach of terms leading to account termination. You bear the complete legal accountability should you share this feed with others. Listening.io retains the right to actively monitor for any unusual activity on your personal RSS feed, and respond as deemed appropriate, including but not limited to account termination.

17. Contact Information

Questions can be directed to Collin Caram, at the following address:

Email: hello@zivylabs.com

Phone: 832-860-3861

Address: 3627 Aberdeen Way Houston, TX 77025