Terms of Service | Talkadot

Talkadot Legal Notice and Terms of Use

LAST UPDATED: Sep 29, 2024

Introduction

These Talkadot Website Terms of Use (these “Terms”) govern your use of the Talkadot marketplace platform offered by Talkadot Corp., doing business as Talkadot (“we”, “us”, or “Talkadot”), including our websites (talkadot.com and talk.ac) and services we provide through them (collectively, the website, app and services are referred to as our “Site”). You are referred to hereafter as “User”, “you” or “your”), which in each case refers to you as a user of the Site or to your organization if you are using the Site on behalf of your organization.

These Terms apply to users of, including visitors to, our Site.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL OBLIGATIONS, REMEDIES, AND RIGHTS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS. By accessing or using our Site, registering individually or on behalf of your organization as a Site member, or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site.

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms at any time without further notice. If we do this, we will post the changes to these Terms on this page and we will indicate at the top of this page the date upon which the most recent version of these Terms became effective. Your continued use of the Site after any such changes constitutes your acceptance of the new terms.

ARBITRATION NOTICE: Section 13 of these Terms contains provisions governing how claims that you and Talkadot have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and Talkadot to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 13: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

1. General
These terms are the legal agreement between you and the Company, and govern the access to, browsing, and use of the Site. By accessing the Site, you accept to be bound by these terms. In the case you do not agree with the terms and conditions set forth herein, you must refrain from accessing and using the Site. Should you have any doubts in connection with these terms, please contact [email protected].

2. Purpose of the Site

The purpose of the Site is to provide general and business information about the activity of the Company and, with respect to users that have created an account in accordance with the Service Terms and Conditions, enable the use of the services offered by us, interacting with our platform (the API), and any other services as may be offered by us from time to time (indistinctly referred to as the “Services”).

The Site is not targeted towards, nor intended for use by, anyone under the age of 18. You must be at least 18 years old to access and use the Site and use the Services. If you are between 14 and 18 years old, you may only use the Site under the supervision of a parent or legal guardian.

3. Information available on the Site

We make our best efforts to ensure that all general and business information available on the Site is comprehensive and error-free, and we periodically review the contents, information, and any other data of any kind included on the Site. However, you acknowledge and accept that all data available on the Site is provided for information purposes only, and that the Company does not warrant nor accept any liability for any errors existing in the information. We recommend you that you search from time to time for updates of, or amendments to, the contents of the Site.

4. Your registration to use the Site

You agree to provide accurate and complete information about you as may be prompted by any registration forms on the Site. To the extent such information about you changes, you agree to promptly update such registration information with the Site to keep it accurate, current and complete. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity.

You are responsible for maintaining the confidentiality of your member password and login, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your membership privileges may be suspended temporarily or terminated. You agree to immediately notify Talkadot of any unauthorized use of your membership password or login.

5. Your use of the Site

You shall not post, upload, transmit or share any information or other content on or in the Site that:

is false, inaccurate or misleading;
is obscene or indecent;
infringes any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party;
is defamatory, libelous, threatening, abusive, hateful, or contains pornography;
contains unsolicited or unauthorized advertisements, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
contains any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or
the speaker explicitly stated was to be treated as “off the record” or “in confidence”.

You shall not interfere with other members’ use and enjoyment of the Site (for example, by harassing, threatening or stalking another participant of a chat room, forum, seminar, or threaded message, including the use of expressions of bigotry, racism, hatred, or profanity). You may not use the Site to conduct any activity that is illegal or violates the rights of others, provide instructional information about illegal activities, or promote physical harm or injury against any group or individual.

You shall not use, frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page) of Talkadot without Talkadot’s express written consent in advance.

You shall not solicit personal information from any other user or solicit passwords from any other user. You shall not use contact information provided by users, or collect email addresses of other information about our users, to facilitate the sending of unsolicited bulk communications such as SPAM or SPIM or allow others use of your registration account to take such actions.

You may not use any robot, spider, scraper, automated scripts or other automated means to access the Site or content or services provided on the Site for any purposes. You may not post content on the Site that contains any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You shall not attempt to make the Site unavailable through denial-of-service attacks or similar means or use the Site in a manner that could damage, disable, or impair the Site.

Talkadot may remove any content that you upload or post at the Site or disable your access to the Site at any time, for any or no reason, and without notice to you.

6. Registration Termination

You agree that Talkadot may, with or without cause, immediately terminate your Talkadot registration and access to the Site (including to User Content you may have posted) without prior notice. Without limiting the foregoing, the following may lead to a termination by Talkadot of a member’s registration and access to the Site:

breaches or violations of these Terms or other Talkadot agreements including the Community Guidelines at https://talk.talkadot.com/c/resources/talkadot-community-guidelines
requests by law enforcement or other government agencies
a request by you (self-initiated membership cancellation)
unexpected technical issues or problems
extended periods of inactivity and your failure to act in response to a notice of our intention to terminate your access

Talkadot will make reasonable efforts to maintain, store, and, upon your request, transfer to you information or data that you have posted on or uploaded to the Site, but shall be not held responsible or liable for lost or corrupted data due to technical problems.

7. Indemnity

You shall indemnify, defend, and hold Talkadot, its officers, directors, employees, agents, partners, suppliers, and/or licensors harmless, and will keep them indemnified from and against any claim, loss, expense, liability, damage or demand—including reasonable attorney’s fees— relating to, arising from, or allegedly arising from your use of the Site or your violation of these Terms.

8. Limitation of liability

We make our best efforts to ensure that the Site is available and fully functional. However, to the maximum extend permitted under applicable law, we do not warrant that the Site will always be available, undisrupted, and error-free. In particular, but without limitation, we shall not be held liable in the event of:

Technical errors preventing a regular use of the Site and caused by force majeure circumstances, acts of God, or otherwise;
Maintenance works impacting the availability and access of the Site;
Damages on the content of the Site;
Wrongful use of the site, or contrary to the law, these Terms, or any other agreements between you and Talkadot;
Unauthorized third party access to the Site or the Services;
Conflict that arise between you and other uses of the Site; or
Contents uploaded by you to the Site.

9. Intellectual property

All content on the Site (other than your User Content), including designs, computer code, text, graphics, pictures, video content, music, podcasts, other audio content, and other works and their selection and arrangement (collectively, the “Site Content”) is the property of Talkadot, its licensors, or other Users. You agree not to modify, copy, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, or sell any User Content in any form or by any means, in whole or in part, other than where those activities are part of the normal use of the Site, without Talkadot’s prior written permission, except that the foregoing does not apply to your own User Content that you legally post on the Site. You are granted a limited license to (a) access and use the Site and the Site Content in accordance with these terms, including any member areas to which you have properly gained access, solely for your personal, use; and (b) access, stream, download, and use on your device Site Content made available in or otherwise accessible through the Site, strictly in accordance with these terms. Except for your own User Content, you may not upload or republish Site Content on any Internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Unless explicitly stated herein, nothing in these terms shall be construed as conferring any license to intellectual property rights.

You agree that you will not:

(a) copy the Site or any associated application, except as expressly permitted by the license in these Terms;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Site, other than where those activities are part of the normal use of the Site;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Site or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Site, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Site, or any features or functionality of the Site, to any third party for any reason, including by making the Site available on a network where it is capable of being accessed by more than one device at any time; or

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Site.

Talkadot’s Reservation of Rights. You acknowledge and agree that the Site is provided under license, and not sold, to you. You do not acquire any ownership interest in the Site under these Terms, or any other rights thereto other than to use the Site in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Talkadot and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Site, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

10. Privacy and Cookie Policy

Your use of the Site and/or the Services may result in the collection and further processing of information, including information of personal nature. We will inform you whenever said collection and processing takes place, and the processing shall be governed and subject to our Privacy Policy and Cookie Policy. You agree that you have read, understood and accept the terms of Talkadot's Privacy Policy and Cookie Policy.

11. Links and Linking

11.1 Links to Other Websites.

We are not liable for websites and contents provided by third parties that are linked or embedded in the Site or the Services, either as advertisement banners or otherwise included in any of the Site’s contents. We shall have no obligation to review the contents of said webpages and the services or products that third parties may offer through them, and their existence does not imply that we support, promote, endorse, sponsor, guarantee, or recommend the linked websites, contents, services, or products. You acknowledge that terms and conditions may apply to the access and use of said services, products, and websites, and that you are responsible for reviewing and accepting them. If you decide to leave the Site and access a third-party website, you do so at your own risk.

11.2 Linking to Site.

You are granted a limited, non-exclusive right to create a hyperlink to the Talkadot website and the login page for the Site, provided such link does not portray Talkadot or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and does not create the appearance of affiliation with or sponsorship by Talkadot. You also are granted a limited, non-exclusive right to use the Talkadot logo within your materials. This limited right may be revoked at any time at Talkadot’s discretion.

12. Amendments to the Site

We may update, delete, amend or modify the Services, the Site, and the information provided through the Site from time to time. Likewise, we may delete access to the Services or the Site from time to time, by providing prior reasonable notice.

13. Arbitration Agreement and Waiver of Certain Rights

13.1 Arbitration:
You and Talkadot agree to resolve any disputes between you and Talkadot through binding and final arbitration instead of through court proceedings. You and Talkadot each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Talkadot relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

13.2 Costs and Fees:
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Talkadot will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

13.3 No Preclusions:
This arbitration agreement does not preclude you or Talkadot from seeking action by federal, state, or local government agencies. You and Talkadot each also have the right to bring any qualifying Claim in small claims court. In addition, you and Talkadot each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

13.4 No Class Representative or Private Attorney General:
You and Talkadot each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Talk). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

13.5 Severability/No Waiver/Survival:
If any provision of this Section 13 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 13 will continue in full force and effect. No waiver of any provision of this Section 13 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 13 will survive the termination of your relationship with Talkadot.

13.6 30-Day Opt-Out Right:
You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Talkadot Corp, 3225 McCleod Drive, Las Vegas, NV, 89121. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

13.7 LIMITATIONS:
This Section 13 limits certain rights, including the right to maintain certain cou actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Talkadot would have in court may not be available in arbitration.

14. Talkadot Marketplace

By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

15. Fees and Payments

15.1 Fee for services
You agree to pay to Talkadot any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Talkadot of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

15.2. Access to Restricted Content and Additional Fees
Certain paid subscriber tiers have access to paid only forums, and access to exclusive trainings.

15.3 Subscriptions
Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal by contacting our customer support team at [email protected]. YOU MAY CANCEL AUTO-RENEWAL ON YOUR SUBSCRIPTION AT ANY TIME, IN WHICH CASE YOUR SUBSCRIPTION WILL CONTINUE UNTIL THE END OF THAT BILLING CYCLE BEFORE TERMINATING.

15.4 Taxes
Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.

(a) United States Sales Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you timely provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority.

To be timely, you must provide us with a tax exemption certificate before your initial purchase or upgrade, or, if you miss that mark, within 90 days after such purchase or upgrade, unless your billing information is in Alabama, Louisiana, Maine, Massachusetts, Pennsylvania, or South Carolina in which case within 60 days; or if in Hawaii, Mississippi, or New Mexico within 45 days.

If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate.

If we have collected sales tax from you and subsequently determine in our sole discretion that your tax exemption certificate is valid, we will refund the sales tax collected based on applicable state tax laws.

(b) Non-United States Sales Tax. If applicable, we will charge you VAT, GST or any other sales, consumption or use taxes that arise in connection with your purchases of Talkadot Services unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate.

If you are required by law to withhold any Taxes from your payments to Talkadot, you must provide Talkadot with an official tax receipt or other appropriate documentation to support such payments.

15.5 Price Changes
Talkadot may change the fees charged to you for the Services at any time, provided that, for Subscriptions, the change will become effective only at the end of the then-current billing cycle of your Subscription. Talkadot will provide you with advance notice of any change in fees.

16. Privacy; Confidentiality

16.1 Privacy
information and content posted or uploaded by its members onto the Site (“User Content”). We know that by giving us your User Content, you are trusting us to treat it appropriately. Talkadot's Privacy Notice, together with any Service-specific privacy notices or statements (collectively, “Talkdot's privacy notices”), detail how we treat your User Content and we agree to adhere to those Talkadot’s privacy notices. You in turn agree that Talkadot may use and share your Content in accordance with the Talkadot privacy notices and applicable data protection laws. You also agree that you are responsible for notifying these third parties about the Talkadot privacy no’ices.

16.2 Confidentiality
Talkadot will treat your User Content as confidential information and only use and disclose it in accordance with these Terms (including the Talkadot privacy notices). However, your Content is not regarded as confidential information and will not be treated as confidential information if such User Content: (a) is or becomes public (other than through breach of these Terms by Talkadot), e.g., as a result of your including the information in your publicly viewable profile; (b) was lawfully known to Talkadot before receiving it from you; (c) is received by Talkadot from a third party without knowledge of breach of any obligation owed to you; (d) is shared in the context of your account being identified by you as a business owned account or migrated to an organization’s account, if your account is registered using a work email address within that organization; or (e) was independently developed by Talkadot without reference to your User Content. Talkadot may disclose your User Content when required by law or legal process, but only after Talkadot, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

16.3 Security

Talkadot will store and process your User Content in a manner consistent with industry security standards. Talkadot has taken steps to implement commercially reasonable technical, organizational, and administrative systems, policies, and procedures.

17. Your Content

17.1 You Retain Ownership of Your Content

Talkadot does not assert any ownership over User Content and, except for the license set forth below in Section 15.2, you retain all rights that you may have in the User Content you post or upload.

For content designated as “Restricted Content” by Talkadot, which may include but is not limited to leads, submissions by third parties, and other gated content and is a sub-set of User Content, Talkadot reserves the right to apply access restrictions and may require a fee for access to or export of such Restricted Content beyond thresholds specified in your service plan. By using our Services or the Site, you grant Talkadot a limited license to use, manage, and display your Restricted Content within the Services, subject to the terms of your chosen subscription plan.

17.2 Limited License to Your Content.
By posting User Content to the Site you grant Talkadot a worldwide, royalty-free, non-exclusive, transferable, perpetual license (with the right to sublicense) to use, reproduce, distribute, copy, modify, adapt, create derivative works of, make publicly available, translate, perform and otherwise exploit your User Content for any purpose (subject to the terms of Talkadot’s Privacy Policy).

17.3 Representations and Warranties
You represent and warrant that: (a) you own or control the appropriate rights in and to your User Content, including any intellectual property owned by third parties; and (b) you will not submit, upload, or otherwise make available via the Services, any User Content or materials that are in breach of our acceptable use of the Site.

17.4 Responsibility for Your Content

The Services may display content not owned by Talkadot but by others. The entity that makes such content available is responsible for it. You are responsible for your User Content, and you must ensure that you have all the rights and permissions needed to use that User Content in connection with the Services. Talkadot is not responsible for any actions you take with respect to your User Content, including sharing it publicly. Subject to applicable law, Talkadot is not liable for your User Content, any other third-party content or materials, or any loss or damage resulting from your use of, or reliance on, such User Content or other third-party content or materials.

You acknowledge that, to ensure compliance with legal obligations, Talkadot may be required to review certain of your User Content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display your User Content that we believe violates the law or these Terms. In the event your User Content includes third-party brands, logos or other source identifiers, we may require you to submit a statement of non-affiliation before you may use such User Content in connection with the Services. However, Talkadot otherwise has no obligation to monitor or review any content submitted to the Services.

17.5 Respect for Talkadot’s and Others’ Content

You may not post, transmit, or share User Content that you did not create on the Site unless you own rights in such User Content or have permission to post such User Content from the owner of such content. You understand and agree that the Talkadot may, but is not obligated to, review the Site and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of Talkadot violates these terms, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Talkadot.

You agree not to disclose to any person or entity personally identifiable information about other members that you learn while using this Site without the express consent of such member. Of course, others are free to disclose personally identifiable information about themselves. You may disclose information of a general nature (that could not identify the member who provided such information or whom such information is about) to third parties outside this Site, subject to the below restriction on non-commercial use.

In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Talkadot's systems and customers, or to ensure the integrity and operation of Talkadot's business and systems, Talkadot may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted User Content. Please see the Talkadot Privacy Policy for more details.

In your communications with Talkadot, please keep in mind that unless we expressly request them, Talkadot does not seek any unsolicited ideas or materials, e.g. materials you authored (the “Unsolicited Ideas and Materials”), for products or services, or even improvements to products or services, such as ideas, concepts, inventions, or designs for scientific tools or otherwise. Any information and materials you post on or send to us via the Site (regardless of whether we have requested them or not) are deemed Unsolicited Ideas and Materials and are licensed to us as set forth below. You agree that (a) your Unsolicited Ideas and Materials will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) Talkadot does not assume any obligation of any kind to you or any third party with respect to your Unsolicited Ideas and Materials.

By providing Unsolicited Ideas and Materials to us or others via the Site or via any associated app, you hereby grant to Talkadot a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Unsolicited Ideas and Materials (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such Unsolicited Ideas and Materials and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any Unsolicited Ideas and Materials for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to Talkadot to your Unsolicited Ideas and Materials, you also hereby grant to Talkadot, and agree to grant to Talkadot, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content and Unsolicited Ideas and Materials, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Unsolicited Ideas and Materials, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted herein.

18. No Talkadot Warranties

THE SITE AND SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TALKADOT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, TALKADOT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

19. Limitation of Talkadot Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TALKADOT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE SITE CONTENT OR OTHER USER CONTENT FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO ACCESS AND USE THE SITE OR THE SERVICES.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

20. Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Talkadot Corp.

3225 McCleod Drive, Las Vegas, NV, 89121

[email protected]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

21. Third Party Resources

Talkadot may publish links in its Services to internet websites maintained by third parties. Talkadot does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

22.1 Keep Your Password Secure.

If you have been issued an account by Talkadot in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Talkadot, are responsible for any activity occurring in your account (other than activity that Talkadot is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Talkadot immediately. Accounts may not be shared and may only be used by one individual per account.

22.2 Keep Your Email and Account Details Accurate.

Talkadot occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.

22.3 Remember to Backup

You are responsible for maintaining, protecting, and making backups of your User Content. To the extent permitted by applicable law, Talkadot will not be liable for any failure to store, or for loss or corruption of, your User Content.

23. Suspension and Termination of Services

23.1 Suspension by you.

You can terminate your Subscription and delete your account at any time by contacting us. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Services. Terminations are confirmed immediately, and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Services, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by law.

23.2 Suspension by Talkadot

(a) For Convenience. Talkadot may terminate your Subscription effective at the end of a billing cycle by providing at least 30 days’ prior written notice to you without refund for any prior period. Additionally, Talkadot may terminate your Subscription at any time during the billing cycle by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle.

(b) For Cause. Talkadot may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Talkadot has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Talkadot may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you.

Also, if we limit, suspend, or terminate the Services you receive, depending upon the reason, we will endeavor to give you advance notice and an opportunity to obtain a copy of your User Content from that Service. However, there may be time sensitive situations where Talkadot may decide that we need to take immediate action without notice. Talkadot will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Talkadot has no obligation to retain your User Content upon termination of the applicable Service.

24. Downgrades

Downgrading your account plan may cause the loss of User Content, features, functionality, or capacity of your account.

25. Talkadot (Free) Plan Response Limits.

Under Talkadot's Basic (free) plan, you only can access a limited amount of Restricted Content as specified in your plan details. When you exceed those limits, you will be blocked from accessing and using Restricted Content, including Restricted Content that you had accessed prior to exceeding the limits, and your content may be subject to deletion beginning 60 days after your exceeding the limits (at Talkadot’s sole discretion) if you do not upgrade to a plan that enable your continued Restricted Content access. In the event of your exceeding your Restricted Content access limits, your retaining access to, and preventing deletion of, Restricted Content, requires your upgrading to a paid Talkadot plan. This condition applies to all Restricted Content, including but not limited to any content provided by third parties through the Services such as lead email addresses.

26. Miscellaneous Terms

TALKADOT and the Talkadot logo are trademarks of Talkadot. You agree not to display or use these trademarks in any manner without Talkadot’s prior, written permission.

Talkadot may assign this agreement at any time. You may not assign or transfer this agreement.

If any provision of these Terms is held to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.

These Terms shall be governed by the laws of the State of Nevada and the applicable federal laws of the United States of America. All disputes arising under, or in any way connected with membership in or use of the Site, shall be litigated exclusively in the state and federal courts residing in the State of Nevada, and in no other court or jurisdiction. You hereby submit to the jurisdiction of the state and federal courts sitting in Clark County in the State of Nevada.

The failure of Talkadot to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in any that or any instance.