Talkadot Legal Notice and Terms of Use
LAST UPDATED: Feb 29, 2024
Introduction
This Site Terms of Service Agreement (“Terms”) governs your use of the Talkadot marketplace platform offered by Talkadot Corp., doing business as Talkadot (“we”, “us”, or “Talkadot”), including our website (talkadot.com, talk.ac), and services we provide through them (collectively, the website and services referred to as our “Site”). “You” refers to you as a user of the Site.
These Terms apply to users of, including visitors to, our Site.
PLEASE READ THESE TERMS CAREFULLY. By using our Site 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.
ARBITRATION NOTICE: Section 11 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 11: (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 use of the Site
You must use the Site complying with law and public order. In particular, you undertake to not use the Site to pursue illegal purposes, contrary to the rights and legitimate interests of us or any other third party, or in any other manner that may tamper, disrupt, overload or otherwise damage the Site or the Services. You undertake to comply with any instructions or recommendations given by us or by any individual acting on behalf of the Company in connection with the use of the Site or the Services.
5. Indemnity
You shall indemnify, defend, and hold the Company, 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 in breach of the law, or a breach of these Terms or any other contractual obligation you have assumed vis-à-vis the Company.
6. 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 the Company;
-
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.
7. Intellectual property
All works, trademarks, software, or other contents and creations displayed on the Site or otherwise provided or made available by us through the Site or the Services are owned by the Company or have been licensed to us by their owner. Unless expressly granted by their corresponding rightsholders or by law, you do not have any use or ownership rights upon the above-mentioned contents and creations other than for the use of the Site and/or the Services under the terms and conditions described in these Terms. Therefore, except when authorized in accordance with this section or these Terms, you may not distribute, reproduce or copy, communicate to the public, transform or modify, adapt, translate, or otherwise use and exploit said works.
8. 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.
9. Links to third parties’ webpages
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.
10. 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.
11. Arbitration Agreement and Waiver of Certain Rights
11.1 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 Takjadit 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.
11.2 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.
11.3 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.
11.4 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.
11.5 Severability/No Waiver/Survival:
If any provision of this Section 11 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 11 will continue in full force and effect. No waiver of any provision of this Section 11 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 11 will survive the termination of your relationship with Talkadot.
11.6 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.
11.7 LIMITATIONS:
This Section 11 limits certain rights, including the right to maintain certain court 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.
12. 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.
13. Fees and Payments
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.
13.1 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.
13.2. Access to Restricted Content and Additional Fees
13.3 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 through your online account management page, or by contacting our customer support team. 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.
13.4 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.
13.5 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.
14. Privacy
14.1 Privacy
In the course of using the Services, you may submit content to Talkadot (including your personal data and the personal data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”). We know that by giving us your 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 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 notices.
14.2 Confidentiality
Talkadot will treat your 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 if such Content: (a) is or becomes public (other than through breach of these Terms by Talkadot); (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 Content. Talkadot may disclose your 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.
14.3 Security
Talkadot will store and process your Content in a manner consistent with industry security standards. Talkadot has implemented appropriate technical, organizational, and administrative systems, policies, and procedures.
If Talkadot becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), Talkadot will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident impacting your account. Talkadot will also reasonably cooperate with you with respect to any investigations relating to a Security Incident, any required notices, and providing information reasonably requested by you and available to us in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Talkadot.
15. Your Content
15.1 You Retain Ownership of Your Content
You retain ownership of your original content and intellectual property rights therein. However, 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, 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, you grant Talkadot a limited license to use, manage, and display Restricted Content within the Services, subject to the terms of your chosen subscription plan.
15.2 Limited License to Your Content.
You grant Talkadot a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing and improving the Services and as permitted by the Talkadot privacy notices. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Talkadot's business (subject to our retention policies). This license also extends to any trusted third parties we work with to the extent necessary to provide and improve the Services.
15.3 Representations and Warranties
You represent and warrant that: (a) you own or control the appropriate rights in and to your Content, including any intellectual property owned by third parties; and (b) you will not submit, upload, or otherwise make available via the Services, any Content or materials that are in breach of our acceptable use of the site.
15.4 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 Content, and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Talkadot is not responsible for any actions you take with respect to your Content, including sharing it publicly. Subject to applicable law, Talkadot is not liable for your Content, any other third-party content or materials, or any loss or damage resulting from your use of, or reliance on, such 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 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 Content that we believe violates the law or these Terms. In the event your 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 Content in connection with the Services. However, Talkadote otherwise has no obligation to monitor or review any content submitted to the Services.
16. IP Claims
16.1 DMCA Notices or Equivalents.
Talkadot responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA) or equivalent applicable laws and regulations. If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify our agent for claims of copyright infringement.
16.2 Other IP Claims.
If you believe a Talkadot user is infringing upon your intellectual property rights, you may report it. Claims of copyright infringement should follow the process outlined in these Terms, or any equivalent process available under local law.
17. 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.
18. Account Management
18.1 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.
18.2 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.
18.3 Remember to Backup
You are responsible for maintaining, protecting, and making backups of your 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 Content.
19. Suspension and Termination of Services
19.1 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.
19.2 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. Talkadote 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 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 Content upon termination of the applicable Service.
19. Downgrades
Downgrading your account plan may cause the loss of Content, features, functionality, or capacity of your account.
20. Talkadot (Free) Plan Response Limits.
Under Talkadot's Basic (free) plan, access to Restricted Content is limited as specified in your plan details. Any Restricted Content exceeding these limits will become inaccessible and may be subject to deletion 60 days after receipt. To retain access to, and prevent deletion of, excess Restricted Content, upgrading to a paid Talkadot plan is required. This condition applies to all Restricted Content, including but not limited to, any content provided by third parties through the Services.