Affiliate Terms

This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between CLASS CARD, a partnership firm operating under Indian Partnership Act 1932 with its registered address at 3680/23, Gurgaon, Haryana - 122017, India (hereinafter“We” or “Us” or “Listen2It” which expression, unless repugnant to the context hereof, shall mean and include its successors, subsidiaries and assigns) and you, ("you" or "Affiliate") the party submitting an application to become a Listen2It affiliate (together as ‘Party’ or ‘Parties).

The terms and conditions contained in this Agreement apply to your participation in the Listen2It Affiliate Offer or any other similar offer by or on behalf of Listen2It on partner platforms such HasOffers, Commission Junction, Partner Stack or Share-A-Sale.. Each Affiliate Program offer (an "Offer") may be for any offering by Listen2It or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.‍

1. Enrollment in the Affiliate Program

You must submit an Affiliate Program application from our website or within the applicable Affiliate Program website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within five (5) business days. We may accept or reject your application at our sole discretion for any reason.

2. Obligations of the Parties

Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Listen2It agrees as follows:

1. We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). For Listen2It customers, Media may include forms that can be used to submit leads directly into applications such as Salesforce. The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
2. We will pay Affiliate for each Qualified Action (the "Commission"). A “Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Listen2It, (v) is not refunded as requested by the customer or due to a chargeback, and (vi) is not later determined by Listen2It to be fraudulent, incomplete, unqualified or a duplicate.
3. Listen2It may chargeback fraudulent leads or customers if such leads or customers are: (i) returned to Affiliate within thirty (30) business days following the end of the month in which such leads were generated; and (ii) accompanied with an itemized report from Listen2It which, at a minimum may include without limitation, Affiliate’s ID(s), lead or customer data, and details as reasonably requested by Affiliate as to why such leads or customers are being deemed fraudulent by Listen2It. Fraudulent leads or customers are defined as those: (i) generated by means of any device, program, or robot; (ii) generated using stolen credit cards; or (iii) manually created in bad faith with the direct intent to artificially inflate commissions payable to the affiliate.
4. Notwithstanding anything to the contrary, in the event the Qualified Actions, in Listen2It’s sole reasonable opinion, do not convert into additional revenue for Listen2It at a rate substantially similar to Listen2It’s average conversion rate, then Listen2It may withhold payment of the Commission for an additional thirty (30) calendar day period, during which Affiliate will reasonably assist Listen2It in Listen2It’s investigation to determine whether the Qualified Actions are legitimate. If, in Listen2It’s sole reasonable opinion, Listen2It determines that the Qualified Actions are not legitimate, then Affiliate’s entitlement to the applicable Commission will be voided.
5. Promotional offers cannot be combined with other performance incentive bonuses. If multiple bonus or promotional offers coincide, Affiliates will receive the largest bonus out of all the bonus or promotional offers which they qualify.
6. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Listen2It in its sole discretion. In the event that Affiliate disputes in good faith any portion of the Commission, Affiliate must submit that dispute to Listen2It in writing and in sufficient detail within thirty (30) days of the end of the calendar month in which such Commissioni is accrued. If Affiliate does not dispute as set forth herein, then Affiliate agrees that it irrevocably waives any claims based on the Commission to be paid. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Listen2It with Affiliate's reports within three (3) days after 30th day of the calendar month, and if Listen2It's and Affiliate's reported statistics vary by more than 10% and Listen2It reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Listen2It and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Listen2It’s numbers shall govern.
7. If Affiliate has an outstanding balance due to Listen2It under this Agreement or any other agreement between the Affiliate and Listen2It, whether or not related to the Affiliate Program, Affiliate agrees that Listen2It may offset any such amounts due to Listen2It from amounts payable to Affiliate under this Agreement.

Affiliate also agrees to:

1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
2. Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Listen2It informs you that it considers objectionable (collectively, "Objectionable Content").
3. Not make any representations, warranties or other statements concerning Listen2It or Client or any of their respective products or services, except as expressly authorized herein. Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Listen2It or Clients or a part of the Program Web Site, without prior written permission from us.
4. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links. Comply with the terms, conditions, guidelines and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
5. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Listen2It and Clients for use as intended by Listen2It and Clients.
6. Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Listen2It or Client, or as required by applicable laws regarding such Offers.
7. Make sure to not place Listen2It ads on any online auction platform (i.e. eBay, Amazon, etc).
8. Give Listen2It the right to terminate Affiliate’s Listen2It affiliate account if there is inactivity during any 3-month period, which includes but is not limited to (i) no impressions, clicks, leads, or sales generated, (ii) not responding to emails from the Listen2It representative, or (iii) having an incomplete account profile. If the account is terminated, any unpaid commissions will be paid out, regardless of whether threshold is met or not.
9. Give Listen2It the right to terminate Affiliate’s Listen2It affiliate account and void all commissions earned if affiliate fails to provide legitimate and proper payment details (working Payoneer address, mailing address, direct deposit information, etc).
10. Give Listen2It the right to terminate Affiliate’s Listen2It affiliate account and void all commissions earned if affiliate fails to provide legitimate and proper payment details (working Payoneer address, mailing address, direct deposit information, etc).
11. Give Listen2It the right to terminate Affiliate’s Listen2It affiliate account without reason after providing 7 (seven) days notice to you on your provided email address. If the account is terminated, any unpaid commissions will be paid out, regardless of whether threshold is met or not.
12. Give Listen2It the right to change this Agreement at any time, subject to a prior 7 (seven) days’ notice to you. The updated Agreement will be posted on this page. Notice shall be sent to your provided email address and you shall be responsible for complying with any changes to the Agreement. Failure to terminate the Agreement within those 7 (seven) days will constitute acceptance of the changes to this Agreement.
13. Should Affiliate choose to leave the Affiliate Program, Affiliate shall notify Listen2It at: support@getlisten2It.com. Any amount due to Affiliate that is $50 or greater will be paid during the next billing cycle. Failure to notify Listen2It of program departure will result in any payment due to Affiliate being forfeited.

The following additional program-specific terms shall apply to any promotional programs set forth below:

1. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Listen2It in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
2. Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third-Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third-Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Listen2It the identity and contact information for such Third-Party Affiliate. Affiliate shall promptly remove any Third-Party Affiliate from the Affiliate Program and terminate their access to future Offers of Listen2It in the Network upon written notice from Listen2It. Unless Listen2It has been provided with all truthful and complete contact information for a Third-Party Affiliate and such Third-Party Affiliate has affirmatively accepted this Agreement as recorded by Listen2It, Affiliate shall remain liable for all acts or omissions of any Third-Party Affiliate.
3. Affiliates may not use any coupon code, promotion code, coupon, promotion or deal that is not expressly provided to them via the Listen2It Affiliate Program portal(s) (Commission Junction, Partner Stack, ShareASale and Has Offers). Any installs and/or sales using such materials will be voided with commissions revoked.

3. Trademark Policy

You may not use the Trademarked names Listen2It, Listen2It.com, Listen2.it and GetListen2It.com in any manner, including keyword bidding on search engines or any variation or misspellings thereof, in metatags or to direct traffic to any website other than our site. You may not use Listen2It, Listen2It.com, Listen2.it and GetListen2It.com in any manner or any variation or misspellings in your domain name.

4. Keyword Bidding Rules

You may not bid on any keyword or keyword string on any Pay per Click Search Engines (PPCSEs) where such keyword or keywords string is, or includes, one of our Trademarks (see the list of protected SEM bidding keywords below):

Listen2It, Listen 2 It, Listen2it.com, GetListen2It, GetListen2it.com, Listentoit, Listen to it

Additionally, we prohibit bidding on the following non-brand keywords:

Text to speech, text to voice, ai voice generator, voice generator

In order to bid on brand term-discount term concatenations (i.e. Listen2It coupon, Listen2It discount, Listen2It deal, and variations thereof), you must obtain written consent from Listen2It's affiliate marketing team at: support@getlisten2It.com

5. Confidentiality

Both parties, except as otherwise provided in this Agreement or with the consent of one of the Party’s, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning a Party or any of it’s affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by a Party for any purpose other than the participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than the other Party. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or Listen2It, or assist another party to do the same.

6. Non-Exclusive; No Publicity

The Service is provided on a non-exclusive basis, and Listen2It shall not be restricted from entering into any other agreements or conducting any business or discussions with any other parties at any time in its sole discretion. You shall not make any public statement related to Listen2It without consent from Listen2It.

7. Indemnification

1. Parties shall indemnify, defend, and hold harmless each other (and their subsidiaries, affiliates, officers, employees, agents, partners, mandatories, assignees, directors, shareholders, clients, acquirers, vendors, advertisers and licensors) of any and all claims (including third-party claims), liabilities, actions, demands, losses or damages arising as a result of or in relation to any breach of this Agreement or fault by the other party. You shall indemnify Listen2It in relation to any activities conducted by you through the Service.
2. Without limiting the aforesaid indemnification provisions, you hereby agrees to defend Listen2It against any claim, demand, suit or proceeding made or brought against Listen2It by a third-party alleging that any of the Data or Content provided by you and/or Listen2It’s use of or on your Properties are in violation of this Agreement, infringes or misappropriate the rights of any third-party or violates applicable law.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India. Affiliate agrees, in the event, any claim or suit is brought in connection with this Agreement, it shall be brought to the exclusive jurisdiction and venue of the courts of Delhi, India.

9. Severability

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement; and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

10. Limitation of Liability

1. Listen2It provides the Affiliate Offer(s) including, without limitation, any content, data, products, marketing materials, reports, software and any information related thereto on an “AS IS” and “AS AVAILABLE” basis. Except expressly mentioned in this Agreement, Listen2It does not make any promises including but not limited to profitability, reliability, availability or ability to meet your needs. You expressly agree that participation is at your sole risk. Listen2It is not responsible for the results of your participation in any Affiliate Offer. Listen2It does not warrant or represent that the Affiliate Offer(s) will be provided without interruption or shall be error free. 
2. Listen2It and its subsidiaries, affiliates, officers, employees, agents, partners, mandatories, assignees, directors, shareholders, clients, acquirers, vendors, advertisers and licensors shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to damages for lost profits or revenues, business interruption, loss of programs or information, loss of data, violation of data protection law and the like, that result from the access, participation or inability to participate in any Affiliate Offer or from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission, regardless of whether Listen2It has been advised of such damages or their possibility.
3. Listen2It shall not be liable for the actions of any third-party including, but not limited to, website hosting providers, server providers, affiliate program providers due to which the Listen2It Affiliate Offer(s) may be interrupted.
4. Notwithstanding anything to the contrary in this Agreement, Listen2It’s aggregate liability under or in connection with the Agreement, whether arising from contract, negligence, tort, data protection law or otherwise, shall in any event not exceed the higher of net-amount paid by Listen2It to Affiliate or net-amount paid by Affiliate to Listen2It during the preceding 3 calendar months from the time that the cause of action arose.

11. Waiver

No waiver by Listen2It of any breach by Affiliate of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.

12. General

1. Independent Contractors: The relationship of the parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employee, agent, partner, franchisor, franchisee nor legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
2. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish that party’s rights under this Agreement, unless explicitly specified. A purported waiver or release under this Agreement is not effective unless it is a specific authorized written waiver or release.
3. This Agreement (including Schedule A and Privacy Policy) constitute the entire agreement and understanding of the parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.
4. Force Majeure: The parties shall not be liable for any default or non-performance of obligations under the Agreement if such default or non-performance of obligations is caused by a Force Majeure Event. In the event of any intervening Force Majeure Event, the party so affected shall notify the other party, of such circumstances and the cause thereof, within 15 (fifteen) calendar days. Unless otherwise directed by the other party, the party pleading force majeure shall continue to render, perform or discharge other obligations as far as they can be reasonably fulfilled, and shall seek all alternative means for performance affected by the Force Majeure Event. In the event the delay continues for a period of more than 3 (three) months, the parties shall consult one-another in an endeavor to find a solution to the problem, failing which the Agreement (or the relevant part thereof) may be duly terminated in accordance with the procedure provided in this Agreement.