TERMS of SERVICE

LYSTNR, LLC. TERMS OF SERVICE

1. USE OF THE SERVICE

(a) Registered Users: In order to gain access to some parts of the Service, you are required to register for an account that is accessed by a username and password ("Account"). In registering for your Account, you agree (i) that the information you provide to LYSTNR in connection with your registration will be current, complete and accurate, (ii) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive; provided that LYSTNR reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use your Account to any third party without the prior written consent of LYSTNR and (iv) not to permit any third party to use your user name and password to access your Account or the Service. You further agree that you are responsible for the conduct of any party that uses your Account, whether or not authorized by you, and for any breach of the security of the Service related to the use of your user name and/or password.

(b) Grant of Rights: Upon registration and subject to the payment of any applicable fees, LYSTNR grants you the limited, revocable, non-transferable, non-exclusive right to access and use the Service, under the condition that such activity is solely for your internal purposes, except as may expressly agreed to in writing by LYSTNR.

(c) Termination: You may terminate your Account at any time. LYSTNR has the right to suspend or terminate your Account and your access to the Service, for any reason at any time. Any termination of your Account will result in the deletion of your Account and the content in it, and the termination of your access to Service. LYSTNR reserves the right to refuse service to anyone at any time and for any reason.

(d) Use of the Site and Service by Persons Under 13 Years of Age: LYSTNR is committed to protecting the privacy of young children, and therefore does not knowingly collect or maintain personally identifiable information on the Site or Service from persons under 13 years of age, except in compliance with the Children's Online Privacy Protection Act of 1998 ("COPPA"). Accordingly, children under the age of 13 may only use the Site or the Service with the permission and supervision of their parents. Additionally, teachers and schools seeking to use the Site or Service in the classroom with children under 13 years of age, are required to obtain the express consent of such children's parents in compliance with COPPA, prior to permitting such children to access or use the Site or Service.

(e) Submission of Content: In connection with your use of the Service, you agree not to submit any content which (i) is unlawful, (ii) violates any right of publicity or invades the privacy of others, (iii) constitutes pornographic, obscene, profane, or otherwise objectionable material, (iv) is discriminatory, toward any group or individual, (v) is libelous or defamatory or (vi) violates any applicable law or government regulation. You represent and warrant that you own or have the necessary rights in and to any and all content that you upload to the Site or Service. You specifically give to us the following permission: you grant to LYSTNR a non-exclusive, royalty- free, transferable, sub-licensable license to use, store, reproduce and display any content you post on the Site or Service, solely as reasonably necessary to operate the Site or the Service, and subject to the terms of this Agreement, including our Privacy Policy.

(f) Proprietary Rights. The Site, Service, including all of the contents, such as text, images, audio, and the HTML used to generate the pages (collectively, "Content"), are the property of LYSTNR or that of our licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Notwithstanding the foregoing, you retain ownership of any information or content that you upload to the Site and/or the Service, and may use in perpetuity any reports or other materials provided to you as part of the Service. Except as otherwise provided herein, you may not use, download, upload, print, perform, display, copy, reproduce, publish, modify, prepare derivative works from, add to, license, transmit, delete, post or distribute any Content from this Site in whole or in part, for any public or commercial purpose without the specific written permission of LYSTNR. Except as otherwise provided herein, use of the Site or Service does not grant you a license to any Content, features or materials you may access on the Site or through the Service. As between you and LYSTNR, LYSTNR owns and/or authorizes user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated. You agree not to display or use the LYSTNR Marks in any manner. Nothing should be construed to grant any license or right to use any LYSTNR Mark without the prior written consent of LYSTNR. LYSTNR Marks may be registered in both the United States and internationally.

(g) Prohibited Conduct: LYSTNR specifically prohibits any use of the Site or Service, for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it or (3) material that infringes on any other intellectual property, privacy or publicity right of another; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site to foreign countries or certain foreign nations in violation of US export control laws. In addition, you are prohibited from violating or attempting to violate the security of the Site, Service or LYSTNR's system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or Services, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing", "crashing", or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. You may not deploy to the Site or Service any robot, spider, site search/retrieval application, or other application designed to retrieve, index or "data mine," information from the Site or Service. You agree at all times to use the Site and the Service in compliance with applicable law and these Terms and Conditions.

(h) Prohibited Use: Subscriber represents and warrants that neither Subscriber and nor any Authorized User shall use the Services (including without limitation by asking for such information in a poll created using the Services) to collect from Poll Participants any sensitive or protected information. LYSTNR shall not be be liable for any loss, damages, claims or otherwise arising out of related to Subscriber’s collection of information, whether arising in tort (including negligence), contract or any other legal theory, including without limitation, any such information in the care, custody or control of LYSTNR.

(i) Indemnification: You hereby irrevocably agree to indemnify, defend and hold LYSTNR, its affiliates, directors, officers, employees, attorneys and agents harmless from and against any and all losses, costs, damages, liabilities and expenses (including attorneys' fees) arising out of or related to your use of the Service.

2. CHANGES TO THE SERVICE; SUSPENSION OR TERMINATION OF USE RIGHTS

(a) Changes to the Service: LYSTNR reserves the right to make changes to the Service, at any time, with or without providing notice to you. In the event that you do not agree with any changes to the Service, your only remedy shall be terminating your use of the Service.

(b) Suspension or Termination of Use Rights: LYSTNR may suspend or terminate your right to use the Service for any reason or no reason upon notice to you. LYSTNR shall not be liable to you or to any third party for any suspension, modification, deactivation or discontinuance of the Service. A termination of the Service will result in the deletion of your Account, and the forfeiture and relinquishment of all information in your Account. LYSTNR reserves the right to refuse service to anyone for any reason at any time.

4. LIMITATION OF LIABILITY

(a) Warranty Disclaimer: THE SITE, SERVICE AND CONTENT ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND LYSTNR MAKES NO WARRANTY THAT THE SITE, SERVICE OR CONENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE. LYSTNR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SERVICE AND CONTENT, INCLUDING THE AVAILABILITY OF THE SITE, SERVICE OR CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE AND SERVICE RESTS WITH YOU NO REPRESENTATION OR WARRANTY THAT THE SERVICE AVAILABILITY WILL BE UNINTERRUPTED, OR THE SITE, SERVICE AND/OR THE CONTENT WILL BE ERROR FREE IS MADE BY LYSTNR.

(b) Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT LYSTNR SHALL NOT BE LIABILE TO YOU FOR ANY DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA., LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF LYSTNR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE.

6. GENERAL

These Terms of Service constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms of Service supersede all prior or contemporaneous discussions, proposals and agreements between you and LYSTNR relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms of Service will be effective unless in writing and signed by an officer of LYSTNR. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by LYSTNR may be implied from any actions or failures to enforce rights under these Terms of Service. These Terms of Service are intended to be and are solely for the benefit of LYSTNR and you and do not create any right in favor of any third party. These Terms of Service will be governed by and construed in accordance with the laws of the United States and the State of Arizona, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a federal court of competent jurisdiction located in the District of Arizona, or a state court located in Maricopa County, Arizona, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. All notices must be in writing and will be effective five (5) days after the date sent.