Terms of Service
Updated On: 27th Oct 2022
This is an agreement between you or the entity that you represent (hereinafter “You” or “Your” or “Customer”) and 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) governing your use of Listen2It suite of audio content, distribution, marketing and advertising software and services.
All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Customer and Listen2It may be collectively referred to as the “Parties” or individually as a “Party.”
- “Account” means the account created by or on behalf of the Customer or its Agents on Listen2It’s portal for using Listen2It Service.
- “Agreement” means this Agreement.
- “Audio Content” means any audio media generated by Listen2It Service or provided by the Customer to be used with Listen2It Service.
- “Confidential Information” means all information, analyses, compilations, studies, documents, books, papers, drawings, ideas, concepts, systems, processes, procedures, methods, models, sketches and all embodiments of any of the foregoing (whether communicated orally, in written form or stored in any other media) disclosed by one party to the other party regarding the disclosing party, regardless of whether the information is specifically marked or designated as “confidential” or not including, without limitation, information concerning the disclosing party’s business activities and strategies, financial information, customer and supplier lists, intellectual property, technology, research, marketing information or plans and information regarding the disclosing party’s products and services. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the Party receiving it at the time of disclosure by the Party disclosing it; (b) was, or is, obtained by the Party receiving it from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving party without the use of the disclosing Party’s Confidential Information; (e) is disclosed with the prior written approval of the disclosing party; or (f) to the extent such disclosure is required by order or requirement of a court or by applicable law.
- “Customer” shall have the meaning ascribed to it in the Preamble hereto, along with its Affiliates or Agents authorized to use the Listen2It Service on its behalf.
- “Customer Data” means electronic data and information submitted by or for the Customer to use the Listen2It Service.
- “Content” means the text, images, links and other information provided by the customer for conversion to audio using the Service.
- “Dashboard” means the interface which can be used by the Customer to manage and review its usage of the Listen2It Service.
- “Embed Code” shall mean any form of the code to be installed on the Properties for enabling and/or using the Listen2It Service.
- “End Users” means the end-user of Customer’s Properties or platform.
- “SDK” shall mean any kind of software development kit to be installed on the Properties for enabling and/or using the Listen2It Service.
- “API” shall mean any application programming interface made available by Listen2It for the enabling and/or using the Listen2It Service.
- “Property” shall mean a webpage, website, portal, mobile application, or platform owned or managed by the Customer on which the Listen2It Service will be deployed.
- “Service” or “Listen2It Service” means the products and services more fully described herein that are made available by Listen2It hereby.
- “Text” – the text displayed on Customer Properties to be converted into Audio Content by Listen2It Service.
2. Description of Service
Listen2It provides Audio Content and Marketing services including but not limited to 1) generating audio version (“Audio Content Service”) of content submitted by you 2) distributing (“Streaming Service”) and marketing (“Marketing Service”) audio content to End Users either on your Properties or on integrated third party platforms 3) serving advertisements (“Advertising Service”), which are either provided by you or from integrated third party advertisers, to End Users when they use Listen2It Service.
To access and use the Service, you need to sign up for a user account by providing all the required information. In case you (or the entity that you represent) are using Listen2It for the first time, you will need to create an organization account. You will be assigned as the administrator of the organization account and will have the right to configure and manage the Service based on your requirements. You will also be able to invite other users to join your organization account. You may only have one account.
Listen2It also provides a Dashboard which you will be able to access after signing up for the Service. The Dashboard enables you to provision, customize and manage the Service. Listen2It offers technical support on a best effort basis and you may avail of the same through the Dashboard. In order to use and integrate the Service with your Properties, you will be required to install on your Properties the Embed Code, SDK(s) and/or access API(s), instructions for which can be retrieved through the Dashboard.
3. Customer’s Responsibilities, Representations, and Warranties
By entering into this agreement,
- You represent and warrant:
i. You are of legal age;
ii. All the information provided by you to Listen2It is current and accurate;
iii. At all times, you are legally capable of entering into this Agreement. In case you are acting on behalf of some entity, you are (and will continue to be) duly authorized to enter into this Agreement and perform its obligations on behalf of the entity you are representing and there is no restriction, limitation, or obligation, whether contractual, statutory or otherwise, which prevent you (or the entity you represent) from maintaining your representations and fulfilling its obligations under this Agreement;
iv. You are the owner of, or are legally authorised to act on behalf of the owner of, each Property on which the Service is implemented. You (or the entity you represent) hold (and will continue to) all the licences, permits, certificates and authorizations required by any applicable law, regulation, statutory and governmental authority for lawful operation and publicly offering, distributing and broadcasting of the Properties on which the Service is implemented;
vi. You have (and will continue to have) the full right, authority, permissions, approvals and consents including from End Users (if applicable), to access, store, collect, analyse, use, transfer and process and allow Listen2It to do the same, personal or personally identifiable data (collectively, “Data”) in connection with your Properties and Listen2It Service. You will, at all times, provide the End Users sufficient notice with clear and comprehensive information about the nature of Listen2It Service and Data (if applicable) being accessed or collected from them. All Data has been and will be legally acquired and its access, storage, collection, analysis, use, transfer and processing by Listen2It does not and will not infringe any third party’s rights or applicable laws;
vii. You comply and shall continue to comply with all applicable laws, regulatory requirements, rules and regulations relating to the Properties on which the Listen2It Service is implemented including but not limited to the laws, regulations and directives applicable to the access, storage, collection, analysis, use, transfer and processing of personal data and on the free movement of such data, and the protection of privacy;
viii. You are the technical and editorial decision maker in relation to each Property on which Listen2It Service is implemented and that you have control over the way in which Listen2It Service is implemented on each Property;
ix. Listen2It has never previously terminated an agreement with you or suspended or deleted any account owned by you;
x. Entering into or performing the obligations under the Agreement will not violate any agreement you have with a third party or any third-party rights; and
xi. You are not a competitor of Listen2It.
- You agree to:
i. permit Listen2It to serve, as applicable, (i) audio content (ii) advertisements and other content (“Advertisements”), (iii) media players, (iv) other links to your Properties, audio content, media players, and/or other Properties approved by Listen2It;
ii. grant Listen2It the right to access, index and cache analytics;
iv. provide all necessary data and content or other required materials or information to Listen2It on schedule or in a timely manner to enable Listen2It to provide you the Service;
v. ensure accuracy, legibility, and completeness of all data and content supplied to Listen2It and be solely responsible for the results obtained from your use of any of Service;
vi. be responsible for your Data and Content;
vii. control, and be responsible for the use of, Account information, user ids, and passwords related to the Service and, where required. Listen2It is not responsible for account administration and internal management of the Service for you;
viii. appoint competent individuals as administrators (if needed) for managing your organization account, and ensure that all activities that occur in connection with your organization account comply with this Agreement; and
ix. be responsible for, and assume the risk of any issues or problems resulting from your consumption of the Service including the content, accuracy, completeness, competence, or consistency of all programs, files, documentation, test data, sample output, or other information, resources, personnel used by you and for all activities that you conducts with the assistance of the Service.
- You acknowledge that Listen2It makes no representation, warranty, or assurance that Listen2It’s software (including the Embed Code, SDK, API), and systems or the Service will be compatible with your Properties, operations, equipment or software.
4. Use of Advertising Service
- You confirm that you have all the requisite permissions to advertise to your End Users and your use of the service on your Properties is not in violation of any applicable law, rule or regulation. In case you are using your advertisements you confirm that you have all the requisite permissions to use and distribute the submitted advertisements and you agree to extend the same to Listen2It. Listen2It reserves the right to refuse, limit or stop any advertisement at any time.
- Third Party Advertising: By using advertising content and service from Third Party Advertisers integrated with Listen2It Service, you confirm that you have all the requisite permission to use advertisements from such Third Party Advertisers and advertise to End Users on your Properties. You agree that:
i. Third Party Advertisers may have separate terms and conditions. You will ensure compliance with the same on your Properties. You allow Listen2It to share data and information with Third Party Advertisers in order to provide the Service to you.
ii. Subject to section 7 clause (f), you will receive a payment related to the number of valid impressions of advertisements played, or any other valid events performed in connection with the delivery of advertisements, in each case as determined by Listen2It solely, unless explicitly specified in Schedule A of this Agreement.
- Advertising Fraud: You shall not engage in any deceptive or fraudulent activity as determined by Listen2It in its sole discretion, including, but not limited to, adding leads, clicks or impressions or inflate leads, clicks or impressions by fraudulent traffic generation such as bot/non-human traffic, clicks solicited or impressions generated by payment of money, false representation or requests for End Users to click Ads or take other actions, stacked/hidden iframes, ad injection, impression laundering, clicks without referring URLs or not generated by End Users, extraordinary high number of repeat clicks, and other forms or mechanisms not approved by Listen2It. Should you allegedly engage in any deceptive or fraudulent activity, Listen2It may immediately revoke any and all right you may have under this Agreement, including, without limitation, the right to receive payment (as per section 7 clause (f)) derived from such fraudulent activity, and may immediately terminate your user account, in addition to any other remedies that may be available to Listen2It under any applicable law. You acknowledge and confirm that the third party advertisers integrated with Listen2It Service are very unique and sensitive and thus failure by you to comply with this Section 3 may cause Listen2It irreparable damages. You therefore acknowledge the importance of its undertakings under this Section 3 and will fully comply with them.
5. Use of Audio Content Service
You may submit Content to Listen2It for the purpose of usage with the Service
- You understand that whether or not Content is published, Listen2It does not guarantee any confidentiality with respect to Content. "Content" includes but not limited to the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, hear on, access through or contribute to the Service.
- You retain all of your ownership rights in your Content, but you are required to grant limited licence rights to Listen2It and End Users of the Service. These are described in section 5 of this Agreement (Rights you licence).
- You understand and agree that you are solely responsible for your own Content and the consequences of handling, posting or publishing or using it with Listen2It Service. Listen2It does not endorse any Content or any opinion, recommendation, or advice expressed therein, and Listen2It expressly disclaims any and all liability in connection with Content.
- You affirm, represent and warrant that you have (and will continue to have during your use of the Service) all necessary licenses, rights, consents, and permissions which are required to enable Listen2It to use your Content for the purposes of the provision of the Service by Listen2It, and otherwise to use your Content in the manner contemplated by the Service and this Agreement.
- You affirm, represent and warrant you will not submit, post or upload any Content which will infringe on any intellectual property rights, rights of publicity, privacy or data protection rights of any third party and will not contain, promote or advertise information or content (including but not limited to text, sound, data, photo or image) and/or product which is and/or which contains the content restriction as per clause (i) of this section of this Agreement.
- You agree that you will not submit, post or upload any Content which contains material which is unlawful for you to possess in the country in which you are resident, or which would be unlawful for Listen2It to use or possess in connection with the provision of the Service.
- You agree that Content you submit to the Service will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to submit, post or upload the material in question and to grant Listen2It the licence referred to in section 5 of this Agreement. Listen2It does not permit copyright infringing activities and infringement of intellectual property rights on the Service
- On becoming aware of any potential violation of this Agreement, Listen2It reserves the right (but shall have no obligation) to decide whether Content complies with the content requirements set out in this Agreement and may remove such Content and/or terminate your access for submitting, posting and uploading Content which is in violation of this Agreement at any time, without prior notice and at its sole discretion.
- Prohibited Content: Tobacco, Firearms, alcohol, pornography; Racial, ethnic, political, hate-mongering or otherwise objectionable; Indecent, vulgar, obscene, libelous, fraudulent, or that may be invasive of another’s privacy; Libelous, defamatory, lewd and lascivious, excessively violent, bigoted or hate oriented behavior, gratuitous violence or profanity, harmful, threatening, abusive, harassing, or threatens physical harm to others; Promotion of illegal substances or activities such as illegal gambling, illegal activities under the applicable Anti-Money Laundering laws and the Counter-Terrorism Financing laws, etc. Software Pirating (including without limitation Warez, P2P, Bit torrent, Hotline, Cracking, etc.), Hacking or Phreaking, emulators, ROM’s, or illegal MP3 activity; Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; and, any other activity, information or content that is illegal, contrary to any industry code, indecent, obscene, defamatory, threatening, harass, discriminatory, in violation of third-party intellectual property or copyrights, privacy or publicity rights or deceptive practices
6. Rights you licence
When you post, upload or submit Content to Listen2It, you hereby grant Listen2It a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, make available to public, display, and perform the Content in connection with the Service and Listen2It’s (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant end users of the Service a non-exclusive license to access your Content and audio Content through the Service as permitted through the functionality of the Service and under this Agreement. The above licenses granted by you in Content you submit to the Service will terminate within a commercially reasonable time after you remove or delete your content from the Service. You understand and agree, however, that Listen2It may retain, but not display, distribute, or perform, server copies of your content that have been removed or deleted.
7. Intellectual Property; Right to Use Service
- Listen2It Service, Embed Code, SDK(s), API(s), the technology utilized by Listen2It to operate the Service (and any part thereof), and copyrightable materials, graphics, text, images, users, leads, specifications, methods, procedures, information, know-how, algorithms, data, inventions, patents and patent applications, technical data, interactive features, source and object code, files, interface and trade secrets of the Listen2It Service, and any trademarks, trade names, logos of Listen2It, whether or not registered or capable of being registered (collectively, “Listen2It Assets”), are owned and/or licensed to Listen2It, and are subject to copyright and other applicable intellectual property rights under domestic laws, foreign laws and international conventions.
- Other than as set out expressly in the Agreement, Listen2It retains all rights, title and interest in and to the Listen2It Assets.
- Subject to the terms and conditions of this Agreement, Listen2It grants you a personal, worldwide, limited, non-assignable, non-exclusive and non-transferable license to access and use the Listen2It Service and Listen2It Assets, solely for your business purposes and only as expressly permitted in this Agreement. You may not copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, license, sublicense, make any commercial use, sell, resell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of the Listen2It Assets or Service, either by itself or by anyone on its behalf, in any way or by any means, unless expressly permitted under this Agreement. Further, you may not
i. violate the legal rights of others and/or transmit or otherwise make available in connection with the Listen2It Assets and Service (and any part thereof) any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component including code to monitor users without their prior consent;
ii. interfere with or disrupt the operation of Listen2It Service;
iii. attempt to gain unauthorized access to any Service or its related systems or networks;
iv. permit direct or indirect access to or use of any Listen2It Service in a way that circumvents their intended usage, or a contractual usage limit, or use any Listen2It Service to access or use any of Listen2It intellectual property except as permitted under this Agreement;
v. use Listen2It Service in any way or context, that harms the goodwill or reputation of Listen2It;
vi. build a competitive product or service;
vii. build a product or service using similar ideas, features, functions or graphics of the Listen2It Service;
viii. copy any idea, features, functions, graphics of the Listen2It Service;
ix. use Listen2It Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
x. use Listen2It Service for the benefit of anyone other than yourself (or the entity you represent), unless expressly stated otherwise; and/or
xi. remove, obscure or alter any copyright notice or other proprietary rights notices affixed to or contained within any Listen2It Assets and Service.
Listen2It may revoke this licence at any time. Any goodwill arising from your use of Listen2It Assets will belong to Listen2It.
8. Fees, Billing, Taxes, and Charges
- Fees and Payment for Listen2It Service
i. The Service is available under subscription plans of various durations. Subscription plans may be bound by specific usage limits and you may incur additional charges (beyond cost of subscription plan) if your usage exceeds beyond the specified limit (“Additional Fees”).
ii. Payment for subscription plans of duration of equal to or less than a year can be made only by Credit Card unless specifically specified in Schedule A of this agreement.
iii. Your subscription will automatically renew at the end of each subscription period unless you inform us that you wish to terminate this Agreement as per Section 8 of this Agreement. If you do not inform us that you wish to terminate the Agreement, you will be presumed to have authorized Listen2It to charge the subscription fee.
iv. Except in case of termination, Additional Fees will be automatically charged before the end of the calendar month following any calendar month in which the additional charges were incurred.
v. All payments will be charged to the Credit Card last used by you unless specifically specified in Schedule A of this Agreement. In case you would like the payment to be made through a different Credit Card you have the option of changing the details via the Dashboard. To ensure proper payment, you are responsible for ensuring that accurate updated information of a working credit card, your contact, and billing information is available with Listen2It at all times.
vi. In case the initial attempt to charge your credit card fails, we may attempt again (one or more times).
vii. All payment obligations are binding. You accept that you are responsible for ensuring that Listen2It receives payment as per the terms of this Agreement. Overdue or pending payment may result in termination of this Agreement as per Section 8.
viii. Unless specified otherwise, payment from you will be treated as inclusive of tax (as applicable) and will not be adjusted.
- From time to time, Listen2It may change the price of any Service (or part thereof), or charge for use of Services (or part thereof) that are currently available free of charge. Any change in charges will not apply until the end of your current subscription period. Listen2It will provide notice for any change in price that may impact you.
- Both parties agree that no payment can be made or charged without a tax invoice and appropriate tax withholding exemption forms as applicable. You agree to provide complete, accurate and timely information required for issuing a tax invoice. Invoices/payments are irrevocably deemed final and accepted by you unless disputed or sought clarification before subscribing to the Service.
- Payments will be calculated solely based on our accounting. For any dispute related to payment charged, made or withheld relating to the Service, you must notify Listen2It in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived.
- You authorize Listen2It to use a third party to process payments and invoices, and consent to the disclosure of your payment and billing information to such third parties.
- Payment from Advertising Service
i. In case you use Listen2It Advertising Service, you may be eligible to receive a payment as per Section 3 of this agreement. Except in the case of termination, Listen2It will pay you within 60 (sixty) days following any calendar month in which the earned amount exceeds US $100.
ii. The payment will be offset by any applicable subscription renewal, additional or other fees which may be applicable in the same calendar month as this payment. Listen2It may withhold and offset any payments owed to you under the Agreement against any fees that you owe us under the Agreement or any other agreement. Listen2It may deduct applicable taxes (if any).
iii. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as per Section 3. If any third party advertiser whose advertisements were displayed on any of your Properties defaults on payment to Listen2It, we may withhold payment or charge back your account.
iv. Unless specified in Schedule A, payment will be made as a credit on the Credit Card provided by you as per above. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.
v. You are responsible for any charges assessed by your bank or payment provider.
vi. You agree to refund us within 60 (sixty) days of any invoice, any amounts that we may have overpaid to you previously.
vii. You may not enter into any type of arrangement with a third party where that third party receives payments made to you under the Agreement or other financial benefit in relation to the Service.
- You may terminate this Agreement at any time without cause and for any reason by providing notice to Listen2It via email at firstname.lastname@example.org. The agreement will be considered terminated within 30 (thirty) days of Listen2It’s receipt of your notice. You have the right to terminate this Agreement immediately and with notice to Listen2It, if Listen2It commits a breach of this Agreement. Any payment(s) pending from either party will need to be paid as per this Agreement within 60 (sixty) days from the end of the calendar month in which the Agreement is terminated.
- Listen2It, without prejudice to any other rights or remedies which you may have whether under this Agreement or by any statute, regulation or by-law, may terminate this Agreement immediately and/or terminate, limit, refuse the Service on any or all of your Properties, at any time, without liability and without notice, if:
i. you commit a breach of this Agreement;
ii. you have any payment obligation to Listen2It unpaid or due for more than 60 (sixty) days ;
iii. you are deemed unable to pay your debts within the meaning of applicable laws;
iv. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the your winding up;
v. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you or the business you represent;
vi. a third party person becomes entitled to, or appoint a receiver over your assets;
vii. you are subject of a bankruptcy petition or order;
viii. you commences negotiations with creditors or make a proposal for or entering into any compromise or arrangement with its creditors;
ix. Listen2It suspects any illegal activity;
x. requested by law enforcement or government agencies; and/or
xi. your account remains inactive for a extended period of time
In case Listen2It terminates this Agreement due to you committing a breach of this Agreement or any suspected illegal activity on your part, we may withhold any unpaid amounts or charge back your Account.
- Following termination: It is agreed that in case of termination of this Agreement, all the rights and licenses granted to you under this Agreement shall cease to exist and you must immediately stop using the Listen2It Service, accessing the APIs and remove the Embed Code and SDKs from your Properties and infrastructure. Any amount owed to Listen2It for Service will not be cancelled or waived. Your data and account settings may be irrevocably deleted from the date of termination. It shall be your exclusive responsibility to secure all necessary data from your account prior to termination. You will not be allowed to create any new account and use Listen2It’s Service, unless expressly permitted by Listen2It in writing.
10. Limitation of Liability; Disclaimer
- Listen2It provides the Service 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 use of the Service is at your sole risk. Listen2It is not responsible for the results of your use of Listen2It’s Service. Listen2It does not warrant or represent that the Service will be provided without interruption or shall be error free. Listen2It has no obligation to provide upgrades, modifications, fixes or new releases to you.
- Listen2It and its subsidiaries, affiliates, officers, employees, agents, partners, mandatories, assignees, directors, shareholders, clients, acquirers, vendors, advertisers and licensors expressly disclaim all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranty of merchantability, fitness for a particular purpose, and title or non-infringement. You hereby agree that the terms of this Agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement.
- Listen2It does not endorse any entity, product or service used and/or transmitted in connection with the Service.
- 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, use or inability to use the Service 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.
- 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 Customer or net-amount paid by Customer to Listen2It during the preceding 3 calendar months from the time that the cause of action arose.
- Each party will treat as confidential all Confidential Information of the other party, will not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and will not disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties will use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information of the other party. Each party will promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information
- The receiving party shall not be prevented from disclosing any or all of the Confidential Information to such of its subsidiaries, affiliates, officers, employees, agents, partners, consultants, directors, shareholders, acquirers, vendors, advertisers and licensors (the “Representatives”) who are required to have knowledge thereof for the purposes of carrying out this Agreement, provided that each such Representative is bound by obligations of confidentiality to the receiving party no less restrictive than those contained herein and provided that the receiving party shall remain liable for any act or omission by its Representatives that, if done by the receiving party, would be a breach of the terms of this Agreement
- Notwithstanding anything to the contrary in this Agreement, Listen2It will:
i. not be required to keep confidential and may use or license without restriction, any ideas, concepts, know-how, or techniques which are developed by Listen2It in the performance of Service;
ii. permitted to disclose Customer’s name with its other customers as a reference or as part of case studies and testimonials that Listen2It is providing the Listen2It Service (or part thereof) to Customer at such places as Listen2It may deem fit;
iii. permitted to monitor Customer’s use of the Service; and/or
iv. provide any information, including the Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from law enforcement or government agency or order of a court of competent jurisdiction.
- 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.
- 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.
13. 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.
14. Changes to our Service; Modification of Agreement
Listen2It is constantly changing and improving the Service. We may modify, add, remove or rebrand any part or all of the Service at any time, and we may suspend or stop any part or all of the Service altogether. Listen2It may update the Embed Code, SDK and/or API from time to time and you are required to integrate and use the latest available versions of the same.
We reserve 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 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.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India. Customer 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. In any action to enforce this Agreement, including, without limitation, any action by Listen2It for the recovery of fees due hereunder, Customer shall pay reasonable attorneys’ fees and costs in connection with such action.
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.
No waiver by Listen2It of any breach by Customer 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.
Neither party may assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of the other party, which shall not be unreasonably withheld; provided that Listen2It may assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part: (i) to an affiliate of Listen2It ; or (ii) in connection with a merger, amalgamation or sale of all or a substantial part of the business of Listen2It, which assignments and/or transfers shall operate novation and discharge Listen2It hereunder. A change of control of Customer shall be deemed to be an assignment and transfer hereunder and will be governed by the requirements of this provision.
19. Free Trial
If a you register for a free trial of the Listen2It Service (or part thereof), Listen2It will make the Service available on a trial basis and free of charge to you until the earlier of:
- the end of the free trial period or the start date of your paid subscription.
- If Listen2It includes additional terms and conditions on the trial registration web page, those will apply as well. During the free trial period,
i. the Service is provided “as is” and without warranty of any kind,
ii. Listen2It may suspend, limit, or terminate the Service for any reason at any time without notice, and
iii. Listen2It will not be liable to you for damages of any kind related to your use of the Service. Unless you subscribe to the Service before the end of the free trial, all your data on the Service may be permanently deleted at the end of the trial and Listen2It may not be able to recover it.
20. Beta Services
- Listen2It may from time to time make available to its customers, several Services which are in the beta phase. Listen2It will clearly highlight beta features in its Services to clearly differentiate them from the rest of the features. If you wish to use such beta Services, this Clause will govern the use of such beta Services.
- Listen2It grants you a non-exclusive, non-transferable right to use the beta Services for a period designated by Listen2It for the purpose of testing and evaluation of such beta Service by providing Listen2It with early feedback on the performance of beta Service, identification of any defects, reporting of any bugs, usability of beta Service, and ideas for improvement of beta Services.
- It is hereby clarified that the beta Services may contain bugs, errors, omissions, and other problems; and Listen2It will not provide any support and maintenance for its beta Services. You hereby understand and accept that any risk or damages arising out of the use or performance of the Listen2It beta Services will be your responsibility.
- The beta Services may not operate correctly and may be substantially modified prior to first commercial availability or may be withdrawn at any time. Although Listen2It will make best possible efforts to intimate users of beta Services about any modification or termination of the beta Services ahead of time, Listen2It reserves the right to modify or terminate the beta Services and your access to the beta Services for any reason, without notice, at any time, and without any liability to Customer. Once the beta Services are terminated, Listen2It will not be obliged to provide continued access to data collected during the testing period.
- Right to use the logo: Customer agrees to let Listen2It use their organization’s logo in Listen2It’s customer list and at other places including but not limited to its website (including getlisten2it.com) and promotional materials including the press release. This clause will survive expiry or termination of this Agreement.
- 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.
- The provisions of Advertising Fraud, Customer’s Responsibilities, Representations, and Warranties, Rights you licence, Limitation of Liability; Disclaimer, Indemnification, Intellectual Property; Right to Use Service, Termination, Confidential Information, and the General sections, will survive the termination or expiration of this Agreement.
- 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.
- 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.
- Third-Party Liability: Listen2It shall not be liable for the actions of any third-party including, but not limited to, website hosting providers, server providers due to which the Listen2It Service may be interrupted or user’s access to Dashboard may be affected.