Talk.to Master Term of Services
This Master Terms of Service (hereinafter referred to as the "Master TOS" or "Agreement") between You ("Customer" or "You" or "Your") and Talk.to FZC, a company with its office located at Business Center 1, Business Park, RAK Free Trade Zone, Ras Al Khaimah, United Arab Emirates (hereinafter referred to in this Agreement as "TALK.TO" which term shall, unless it be repugnant to the meaning or context thereof, mean and include its legal representatives, successors-in-interest and permitted assigns) sets forth the terms and conditions of all Talk.to Services you use. Please read this document carefully as they contain important information regarding your legal rights, remedies and obligations.
- "Talk.to Database" is the collection of all data elements stored on the Talk.to Servers.
- "Talk.to Platform" refers to the set of servers, software, interfaces, products, services and APIs that are used by the Company, Service Providers or Customer, directly or indirectly, for the purpose of providing Talk.to Services
- "Talk.to Servers" refer to machines, servers, infrastructure that Company or Service Providers maintain to fulfill services and operations of the Talk.to Platform
- "Talk.to Services" refer to all services provided to the Customer by Company under this Master TOS
- "Person" refers to an artificial juridical persons, company, concern, corporation, enterprise, firm, individual, institute, institution, organization, person, society, trust or any other legal entity
- "Service Providers" refers individually and collectively to any Person(s) that Company or Service Providers may, directly or indirectly, engage / employ / outsource / contract for the fulfillment / provision / purchase of parent products, orderbox, and any other services and operations of parent.
Master Terms and Additional Terms
- Unless otherwise agreed in writing with Talk.to, Customer's agreement with Talk.to will always include, at a minimum, the terms and conditions set out in this Master TOS
- Each Talk.to Service may have its supplementary terms (each an "Additional TOS") which shall then be included as a part of this Master TOS.
- Any conflicting definitions, terms and conditions in an Additional TOS shall take precedence over the same definition, terms and conditions in the Master TOS, and shall be applied only to that Additional TOS.
2. CUSTOMER'S OBLIGATIONS
- Customer shall comply with all terms or conditions established by Company and/or Service Providers from time to time.
- Customer acknowledges that Talk.to Services are dependent on Service Providers, and as such, changes in structure, or contracts may occur, and as a result Talk.to Services may be adversely affected. Customer acknowledges and agrees that Company shall not have any liability associated with any such occurrence.
- Customer agrees to provide, and maintain, and update, current, complete and accurate information for all the data elements in the Talk.to Database.
3. COMPANY'S RIGHTS
- Company may change any information, including authentication information in the Talk.to Database upon receiving authorization from Customer or any of Customer's authorised representatives in any form as maybe prescribed by the Company from time to time.
- Company may at its own discretion, at any point of time, temporarily or permanently cease to provide a Talk.to Service
- Company, in its sole discretion, without notice, expressly reserves the right to fix any bugs in, modify, upgrade, freeze the Talk.to Platform or Talk.to Services. Company in its sole discretion, without notice, expressly reserves the right to modify the content on any page within the Talk.to Platform and Talk.to Services interfaces, including but not limited to marketing content, images, html, styles and any other information, Customer acknowledges that actions described in this paragraph may occur without notification or Customer's knowledge. Company will not be held responsible or liable for any such changes under any circumstance.
- Notwithstanding anything to the contrary, Company and Service Providers, in their sole discretion, expressly reserve the right to without notice or refund, acccess, delete, suspend, deny, cancel, modify, intercept and analyze traffic of, copy, backup, access data of, redirect, log usage of, monitor, limit access to, limit access of, take ownership of or transfer any Talk.to Service, or to delete, suspend, freeze, modify Customer's access to the Talk.to Platform, or to modify, upgrade, suspend, freeze Talk.to Platform, or to publish, transmit, share data in the Talk.to Database with any person or entity, or to contact any entity in the Talk.to Database, in order to recover any payments, or to contact any entity in the Talk.to Database, or to correct mistakes made by Company or Service Providers in processing a Talk.to Service, or in case of any breach or violation or threatened breach or violation of this Agreement, or incase Company learns of a possibility of breach or violation of this Agreement which Company in its sole discretion determines to be appropriate, or if Company learns of any such event which it reasonably determines would constitute as a breach of this Agreement, or to protect the integrity and stability of the Talk.to Platform and Talk.to Services, or to comply with any applicable laws, government rules or requirements, requests of law enforcement, or in compliance with any dispute resolution process, or in compliance with any agreements executed by Company, or to avoid any liability, civil or criminal, on part of the Company and/or Service Providers, as well as its affiliates, subsidiaries, officers, directors and employees, or if Customer, directly or indirectly, violates any applicable laws/government rules/usage policies, including but not limited to, intellectual property, copyright, patent or Company learns of the possibility of any such violation, or upon authorization from Customer in any manner that it deems satisfactory, or for any other appropriate reason. Customer agrees that Company and Service Providers, and its contractors, employees, directors, officers, representatives, agents and affiliates, are not liable for loss or damages that may result from any of the above.
Customer understands that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that Customer, and not Company, is entirely responsible for all Content that Customer uploads, posts, emails, transmits or otherwise makes available via the Talk.to Services. Company does not control the Content posted via the Talk.to Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Customer understands that by using the Talk.to Services, they may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Talk.to Services.
Customer acknowledges that Company may or may not pre-screen Content, but that Company and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Talk.to Services. Without limiting the foregoing, Company and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. Customer agrees that they must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, Customer acknowledges that they may not rely on any Content created by Company or submitted to Company, including without limitation information in message boards and in all other parts of the Talk.to Services.
Customer understands that the Talk.to Platform may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Company and/or content providers who provide content to the Talk.to Services. Customer may not attempt to override or circumvent any of the usage rules embedded into the Talk.to Platform. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Talk.to Services, in whole or in part, is strictly prohibited.
Customer agrees and acknowledges that Parent owns all data, compilation, collective and similar rights, title and interests worldwide in the Talk.to Database, and all information and derivative works generated from the Talk.to Database. Company and Service Providers, and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by Company or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason.
With respect to content that Customer submits or makes available for inclusion within the Talk.to Database, on publicly accessible areas of the Talk.to Services, Customer grants Company the a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable and non-exclusive license(s) to use the data in any manner as required to provide the Talk.to Services, including but not limited to the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such content (in whole or in part) on Talk.to Services, and to incorporate such content into other works in any format or medium now known or later developed. Publicly accessible areas of Talk.to Services are those areas accessible to users other than the Customer either anonymously or by providing authentication information.
5. CONTRIBUTIONS VIA FEEDBACK
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Company through our suggestion or feedback channels, Customer acknowledges and agrees that: (a) Customer's Contributions do not contain confidential or proprietary information; (b) Company is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Company shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Company may have something similar to the Contributions already under consideration or in development; (e) Customer's Contributions automatically become the property of Company without any obligation of Company to Customer; and (f) Customer is not entitled to any compensation or reimbursement of any kind from Company under any circumstances.
6. RIGHT TO MODIFY LIMITS AND STORAGE PRACTICES
Customer acknowledges that Company may establish and modify, in its own discretion, at anytime, without notice, practices and limits concerning use of the Talk.to Services, including without limitation the maximum number of days that data, content, email messages, information or other uploaded content will be retained within the Talk.to Database, the maximum number of messages or content that may be sent from or received by the Customer using Talk.to Services at any given time, the maximum size of any message or content that may be sent, received, uploaded, hosted, posted, transmitted by the Customer, the maximum disk space that will be allotted on Talk.to Servers on Customer's behalf, and the maximum number of times, and the maximum duration for which Customer may access the Talk.to Services in a given period of time. Customer agrees that Company has no responsibility or liability for the deletion or failure to store any content, messages, and other communications maintained or transmitted by Talk.to Services. Customer acknowledges that Company reserves the right to log off and/or delete accounts that are inactive for an extended period of time. Customer further acknowledges that Company reserves the right to modify these general practices and limits from time to time.
7. REPRESENTATIONS AND WARRANTIES
Customer and the Company represent and warrant that: -
- they each have all requisite power and authority to execute, deliver and perform their obligations under this Agreement;
- This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against Customer and the Company in accordance with its terms;
- The execution and performance of this Agreement and the consummation by Customer and the Company of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate any provision of law, rule, or regulation, any order, judgment, or decree, any provision of corporate by-laws or other documents, or any agreement or other instrument.
- No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;
- Customer represents and warrants that they have read and understood every clause of this Agreement, independently evaluated the desirability of Talk.to Services and are not relying on any representation, guarantee or statement other than as set forth in this Agreement
- Customer represents and warrants that they are eligible to enter into this Contract according to the laws of Customer's country
8. LIMITATION OF LIABILITY
In no event will Company, Service Providers, or contractors or third party beneficiaries be liable to Customer for any special, indirect, ancillary, incidental, punitive, exemplary or consequential damages, or any damages resulting from loss of profits, arising out of or in connection with this agreement, even if parent and/or service providers, or contractors or third party beneficiaries have been advised of the possibility of such damages. Company further disclaims any and all loss or liability resulting from, but not limited to
- loss or liability resulting from the unauthorized use or misuse of authentication information;
- loss or liability resulting from force majeure events;
- loss or liability resulting from access delays or access interruptions;
- loss or liability resulting from non-delivery of data or data miss-delivery;
- loss or liability resulting from errors, omissions, or misstatements in any and all information or Talk.to Services;
- loss or liability resulting from the interruption of service.
If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against the Company by Customer, then in no event will the Company's liability exceed actual amount paid by Customer for any Talk.to Service
- Customer, at its own expense, will indemnify, defend and hold harmless, Company, Service Providers and the
contractors, employees, directors, officers, representatives, agents and affiliates, of Company and Service
Providers against any claim, suit, action, or other proceeding brought against Company and/or Service Providers
based on or arising from any claim or alleged claim, of third parties relating to or arising under this
Agreement, Company Products provided hereunder or use of the Company Products, including without limitation:-
- arising out of any breach by the Customer of this Agreement
- relating to any product or service of the Customer
- relating to any actions of the Customer, or the Customer's employees, contractees, agents, or any other party affiliated with the Customer directly or indirectly;
- relating to the Customer's Business, including, but not limited to, the advertising, application process, systems and other processes, fees charged, billing practices and customer services provided
- relating to or arising out of any Talk.to Service or use of any Talk.to Service
- relating to any action of Company as permitted by this Agreement
- relating to any action of Company carried out on behalf of Customer as described in this Agreement
However, that in any such case Company may serve the Customer with notice of any such claim and upon the Customer's written request, Company will provide to the Customer all available information and assistance reasonably necessary for the Customer to defend such claim, provided that the Customer reimburses Company for its actual costs.
- The Customer will not enter into any settlement or compromise of any such indemnifiable claim without Company's prior written consent, which shall not be unreasonably withheld.
- The Customer will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by Company in connection with or arising from any such indemnifiable claim, suit, action or proceeding.
10. INTELLECTUAL PROPERTY
Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.
Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Company to the Customer, or by any disclosure of any Confidential Information to the Customer under this Agreement.
Customer shall further ensure Customer does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Customer acknowledges that Company cannot and does not check to see whether any services or the use of the services by the Customer under this Agreement, infringes legal rights of others.
11. DELAYS OR OMMISSIONS AND WAIVERS
No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
12. RIGHT TO MODIFICATION
During the period of this Agreement, Customer agrees that Company may revise the terms and conditions of and change the services provided under this Agreement, or any Additional TOS. Any such revision or change will be binding and effective immediately on posting of the revision on the web or on notification to the Customer via email.
Customer agrees to review the Company Website including the agreements, periodically, to be aware of any such revisions. If the Customer does not agree with any revision, the Customer must stop using Talk.to Services immediately. Customer agrees that, continuing use of Talk.to Services following any revision will constitute as an acceptance of any such revisions or changes
Customer shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to the Company or our Service Providers or uses any of Company's registered Trademarks / Service Marks or our Service Providers' registered Trademarks / Service Marks without first submitting such material to Company and receiving prior written consent. Customer gives the Company the right to recommend / suggest the Customer's name and details to other potential clients, and prospective customers and use the Customer's name in marketing / promotional material with regards to Company's products.
14. FORCE MAJEURE
Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.
THE Talk.to PLATFORM, Talk.to SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON "AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.
COMPANY AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.
COMPANY AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, CUSTOMER'S COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH CUSTOMER'S ACCESS TO, USE OF, Talk.to PLATFORM OR BY ACCESSING COMPANY SERVERS. WITHOUT LIMITING THE FOREGOING, COMPANY AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH Talk.to PLATFORM OR COMPANY SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE Talk.to PLATFORM/COMPANY SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY COMPANY AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE Talk.to PLATFORM WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) CUSTOMER WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO CUSTOMER'S ORDER, ANY TRANSACTION IN CUSTOMER'S ACCOUNT, ANY EXPIRY OF AN ORDER
COMPANY AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION, CONTENT, DATA, SERVICES, AVAILABLE OR WITH RESPECT TO THEIR LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. COMPANY AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO CUSTOMER.
FURTHERMORE, COMPANY NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE Talk.to PLATFORM, Talk.to SERVERS, COMPANY WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
16. JURISDICTION AND ATTORNEY'S FEES
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Country, State and City where Company is incorporated, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in the city, state, country where Company is incorporated. Company reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Customer is situated as per the laws of that Country/State/District.
If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled.
APPENDIX 'A' - TERMS AND CONDITIONS OF TALK.TO SERVICES USAGE
This Appendix A covers the terms of access to the Talk.to Platform. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.
1. ACCESS TO TALK.TO PLATFORM
- Customer will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the Talk.to Platform including, without Limitation temporary / permanent slow down of the Talk.to Platform, damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the Talk.to Platform and architecture needed to continue operation thereof.
- Customer will not send or cause the sending of repeated unreasonable network requests to the Talk.to Platform or establish repeated unreasonable connections to the Talk.to Platform. Company will in its sole discretion decide what constitutes as a reasonable number of requests or connections.
- Customer will take reasonable measures and precautions to ensure secrecy of their authentication information.
- Customer will take reasonable precautions to protect Talk.to Platform Data from misuse, unauthorized access or disclosure, alteration, or destruction.
- Company shall not be responsible for damage caused due to the compromise of Customer's Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information.
- Company shall have the right to temporarily or permanently suspend access of Customer to the Talk.to Platform if Company in its sole discretion suspects misuse of the access to the Talk.to Platform, or learns of any possible misuse that has occurred, or will occur with respect to a Customer.
- Company and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, Talk.to Platform
2. ACCEPTABLE USAGE POLICY OF TALK.TO PLATFORM
Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates, shall not use or permit use of the Talk.to Platform, directly or indirectly, in violation of any country, state or local rule, regulation or law, or for any unlawful purpose, or in a manner injurious to Company, Service Providers or other customers, or their reputation, including but not limited to the following activities -
- Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.)
- Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic)
- Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider
- Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses ("spamware")
- Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software
- Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or Company
- Impersonating another user or entity or an existing company/user/service or otherwise falsifying one's identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said user or entity elsewhere
- Pointing to or otherwise directing traffic to, directly or indirectly, any material that, in the sole opinion of Company, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Company, to be threatening or obscene or inappropriate
- Engaging in or soliciting illegal activities, or to conduct any other activity that infringes the rights of Company, Service Providers or any other third party
- Making foul or profane expressions, or impersonating another person with fraudulent or malicious intent, or to annoy, abuse, threaten, or harass that person
- Transmitting Unsolicited Commercial e-mail (UCE) or bulk e-mail
- Being listed, or, in the Company's sole opinion is about to be listed, in any Spam Blacklist or DNS Blacklist
- Denial of Service attacks of any kind
- Excessive use of any web service obtained under this agreement beyond reasonable limits as determined by the Company in its sole discretion
- Copyright or trademark infringement
- Promoting net abuse in any manner (providing software, tools or information which enables, facilitates or otherwise supports net abuse)
- Causing lossage or creating service degradation for other users whether intentional or inadvertent.
- Distributing chain letters
- Sending large or multiple files or messages to a single recipient with malicious intent
- Cross-posting articles to an excessive number of, or inappropriate, newsgroups, forums, mailing lists or websites
- Phishing (identity theft), pharming, distribution of virus or malware, child pornography, Fast Flux techniques, running Botnet command and control, network attacks, money laundering schemes (Ponzi, Pyramid, Money Mule, etc.), illegal pharmaceutical distribution
- Referencing an Talk.to Service within a spam email
- Harming minors in any way
- Forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the Talk.to Service;
- disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to use Talk.to Services;
- interfering with or disrupting the Talk.to Services or servers or networks connected to the Talk.to Services, or disobeying any requirements, procedures, policies or regulations of networks connected to the Talk.to Services, including using any device, software or routine to bypass our robot exclusion headers;
- stalking or otherwise harassing another
- collecting or storing personal data about other users in connection with the prohibited conduct and activities set forth in this entire section
- Hosting, transmitting, providing, publishing, uploading, emailing, posting or storing inappropriate content,
including but not limited to the following material, information, messages, data or images:
- content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, defamatory, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable
- content which threatens physical harm or property damage
- content which is obscene, pornographic, salacious, explicitly erotic or offensive
- content that the Customer does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- content that violates applicable intellectual property laws or regulations, including but not limited to, the transmission of copyrighted material or trade secrets and the infringement of patents and trademarks
- content which violates any export, re-export or import laws and regulations of any jurisdiction
- hacker programs or archives, "warez", passwords or "cracks"
- material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- internet relay chat servers ("IRCs") IRC bots
- any content which Company in its sole discretion determines as illegal, unlawful, or otherwise
ethnically or otherwise objectionable;
Company in its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above.
Talk.to End User License Agreement (EULA)
PLEASE READ THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT (hereinafter "EULA") CAREFULLY BEFORE CONTINUING WITH THIS SOFTWARE PROGRAM INSTALL.
This EULA is a legal agreement between you (hereinafter "You" and / or "Your", either an individual or a single entity, shall, unless it be repugnant to the meaning or context thereof, mean and include legal representatives, successors-in-interest and permitted assigns) and Talk.to FZC, a company with its office located at Business Center 1, Business Park, RAK Free Trade Zone, Ras Al Khaimah, United Arab Emirates (hereinafter referred to in this Agreement as "TALK.TO" which term shall, unless it be repugnant to the meaning or context thereof, mean and include its legal representatives, successors-in-interest and permitted assigns). Both the parties to this EULA shall be referred to as the Parties and individually called the Party.
BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, THEN DO NOT INSTALL, DISTRIBUTE OR USE THE SOFTWARE PROGRAM.
This Software Program means the "Talk.to Desktop", "Talk.to Mobile", "Talk.to Web" and any files that are downloaded and delivered to you by TALK.TO from http://talk.to (via on-line transmission or otherwise) to patch, update, or otherwise modify the Software Program, as well as any printed materials and any on-line or electronic documentation (the "Manual"), and any and all copies and derivative works of such Software Program and materials (collectively the "Software Program").
Now, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, You and TALK.TO, intending to be legally bound, hereby agree as follows:
1. GRANT OF LICENSE
Subject to the terms of this EULA, TALK.TO grants to You the personal, worldwide, non-assignable and non-exclusive license to install and use copies of the Software Program on your computers running a valid and licensed infrastructure.
2. RIGHTS AND RESPONSIBILITIES OF USER
2.1 You understand that the Software Program provides the ability to distribute, transmit or have access to as part of, or through your use of, the Software Program all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) (collectively termed "User Data"). You agree that you are solely responsible for (and that TALK.TO has no responsibility to you or to any third party for) any User Data that you create, transmit or display while using the Software Program and for the consequences of your actions (including any loss or damage which TALK.TO may suffer) by doing so.
2.2 Except as expressly provided in this EULA:
(a) You must not remove or alter any copyright or proprietary notices on any and all copies of the Software
(b) You may not distribute registered copies of the Software Program to third parties. Evaluation versions, if available, can be downloaded from TALK.TO's websites for free distribution.
(c) You may not, in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code, modify, disassemble, decompile, or create derivative works based on the Software Program;
(d) You may not rent, lease, or lend the Software Program.
(e) TALK.TO may provide you with support services related to the Software Program ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software Program and subject to the terms and conditions of this EULA.
(f) You must comply with all applicable laws regarding use of the Software Program.
(g) You may not disclose to other persons the data or techniques relating to this Software Program that you know or should know that it is a trade secret of TALK.TO or will cause damage to TALK.TO.
This Software Program and all services provided may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any the laws of any country, state or city is strictly prohibited. This includes, but is not limited to: copyrighted material, material that TALK.TO judges to be threatening or obscene, or material protected by trade secret and other statute.
You agree to indemnify and hold TALK.TO harmless from any claims resulting from the use of this Software Program, which may damage to TALK.TO and / or any other party.
3. RIGHTS OF TALK.TO
3.1 TALK.TO shall have a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license, subject to your settings within the Software Program to reproduce, adapt, modify, translate, publish, publicly display and distribute any User Data which you submit, post or display on or through, the Software Program. This license is for the sole purpose of facilitating and enabling TALK.TO to display, distribute, enhance and promote the services of the Software Program.
3.2 For the purpose of provisioning the services, You agree that the license provided to TALK.TO under this EULA shall include a right for TALK.TO to make such user Data available to other companies, organizations or individuals with whom TALK.TO has and will have relationships, and TALK.TO shall be permitted to use such User Data in a manner that does not adversely affect your privacy rights. Further, TALK.TO may also need to make changes to your User Data to conform and adapt User Data to different standards and technical requirements of TALK.TO's partners, connecting networks, other products and services and You agree that this license shall grant the rights to allow TALK.TO to carry out these functions.
3.3 TALK.TO reserves the right to automatically install and update any bug fixes, enhanced functions, new modules or completely new versions of the Software Program directly on your computer without your prior permission.
4. TITLE AND OWNERSHIP
4.1 Subject to the provisions of this EULA, TALK.TO will continue to independently own all title, ownership rights and intellectual property rights in the Software Program (including, but not limited to, any titles, computer code, images, artwork, or any related documentation incorporated into the Software Program), all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Further, any improvements to existing intellectual property will continue to be owned by TALK.TO.
4.2 Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by TALK.TO to You, or by any disclosure of any Confidential Information to You under this Agreement
4.3 Other than the limited license set forth in Section 3, TALK.TO acknowledges and agrees that it obtains no right, title or interest from You under these terms in or to any User Data that you submit, post, transmit or display on, or through, the Software Program, including any intellectual property rights which subsist in that User Data (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You are responsible for protecting and enforcing your own rights in the User Data and that TALK.TO has no obligation to do so on your behalf.
4.4 The Software Program may contain certain licensed materials from third parties, and licensors of those materials may enforce their rights in the event of any violation of this EULA.
5. TERM AND TERMINATION
This EULA is effective until terminated. TALK.TO may, at its discretion, terminate the EULA in the event that you fail to comply with the terms and conditions contained herein. In such event, you must immediately remove the Software Program from your hard drive. Upon termination of this EULA for any reason, all licenses granted herein shall immediately terminate.
6. NO WARRANTY.
The Software Program and any other software / API / interface / specification / documentation / application services is provided on "AS IS" and "WHERE IS" basis and without any warranty of any kind. TALK.TO expressly disclaims all warranties and / or conditions, express or implied, including, but not limited to, the implied warranties and conditions of merchantability or satisfactory quality and fitness for a particular purpose and non-infringement of third party rights and quality / availability of technical support.
TALK.TO assumes no responsibility and shall not be liable for any damages to, or viruses that may affect your computer equipment or other property in connection with access to, use of, the Software Program. Without limiting the foregoing, TALK.TO does not represent, warrant or guarantee that (a) any information/data/download available on or through infrastructure associated with the Software Program will be free of infection by viruses, worms, trojan horses or anything else manifesting destructive properties; or (b) the functions or services performed by the Software Program will be secure, timely, uninterrupted or error-free or that defects will be corrected; or (c) the Software Program will meet your requirements or expectations or (d) the Software Program provided under this EULA will operate in combination with any specific hardware, software, system or data.
7. LIMITATION OF LIABILITY
THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE PROGRAM REMAINS WITH YOU. IN NO EVENT WILL
TALK.TO BE LIABLE FOR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
EVEN IF TALK.TO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TALK.TO FURTHER DISCLAIMS ANY AND ALL LOSSES OR LIABILITIES RESULTING FROM, BUT NOT LIMITED TO:
(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;
(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;
(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;
(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY;
(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION PROVIDED UNDER THIS AGREEMENT;
(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.
(7) LOSS OR LIABILITY RESULTING FROM INFRINGEMENT
IF ANY LEGAL ACTION OR OTHER LEGAL PROCEEDING (INCLUDING ARBITRATION) RELATING TO THE PERFORMANCE UNDER THIS
AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT IS BROUGHT AGAINST TALK.TO, THEN IN NO EVENT
WILL THE LIABILITY OF TALK.TO (WHEN AGGREGATED WITH LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS
AGREEMENT) EXCEED $100 (USD).
YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
8. ENTIRE AGREEMENT
This EULA constitutes the entire agreement between the Parties as to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, between the Parties relating to the subject matter hereof.
9. CHANGES TO THE AGREEMENT
TALK.TO reserves the right, at its sole discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this EULA when TALK.TO upgrades the Software Program, effective upon notice, and may provide such other notice as TALK.TO may elect in its sole discretion, which may include by email, postal mail or pop-up screen.
If any future changes to this EULA are unacceptable to you or cause you to no longer be in compliance with this EULA, you may terminate this EULA. Your installation and use of any updated or modifications to the Software Program or your continued use of the Software Program following notice of changes to this EULA as described above will mean you accept any and all such changes. TALK.TO may change, modify, suspend, or discontinue any aspect of the Software Program at any time. TALK.TO may also impose limits on certain features or restrict your access to parts or all of the Software Program without notice or liability. You have no interest, monetary or otherwise, in any feature or content contained in the Software Program.
If any provision of this EULA is held to be invalid, illegal, or unenforceable then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this EULA, all other provisions will nevertheless continue in full force and effect.
The failure of or delay by either of the Parties to insist upon strict performance of any of the provisions of this EULA shall not be construed as the waiver of any subsequent default of a similar nature.
12. GOVERNING LAW
This EULA shall be construed and enforced in accordance with the laws of Singapore, without regard to its principles of conflict of laws. The Parties agree that the jurisdiction and venue of any action with respect to this EULA shall be in a court of competent subject matter jurisdiction located in Mumbai, India and each Party hereby agrees to submit itself to the exclusive jurisdiction and venue of such court for the purpose of any such action.
13. CONSULTATION AND DISPUTE RESOLUTION
The Parties hereby agree that they intend to discharge their obligations in utmost good faith. They therefore agree that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this EULA by discussion. If within fifteen (15) days of the commencement of the discussions the dispute is not resolved the dispute shall be referred to arbitration, provided that:
a) Arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996;
b) There shall be one arbitrator nominated jointly by the Parties, failing which there shall be three (3) arbitrators, one each nominated by you and TALK.TO and the other chosen by the two (2) arbitrators so nominated (who shall be persons of professional repute and who are not directly or indirectly connected with the Parties) whose appointment shall be agreed between the Parties within seven (7) days of the service of an arbitration notice;
The Parties agree that until the arbitration proceedings are complete, they shall not take their disputes to a Court of Law. The arbitration shall be held in Mumbai, India and the language of the arbitration shall be in English.
14. FORCE MAJEURE
In the event an act of government, war, fire, flood, act of God, power shortages or blackouts, breakdown of telephone lines and services, failure of the Internet, or other causes beyond the reasonable control of TALK.TO prevents TALK.TO from performing in accordance with the terms of this EULA, such nonperformance shall be excused and shall not be considered a breach or default for so long as such conditions prevail.
15. PARTIES TO ACT WITH DUE DILIGENCE AND IN GOOD FAITH
The Parties hereto shall dutifully perform all covenants of this EULA in letter and spirit and shall otherwise act with due diligence and in good faith.
1. COLLECTION OF INFORMATION
We collect various information when you register with Company, during your usage of our products and services, when you visit pages of our partners. We may combine information about you that we have with information we obtain from other partners or other companies in order to provide you a better experience or to improve the quality of our services. When you sign in to our services, you are not anonymous to us. We automatically receive and record information from your computer and browser, including your IP address, our cookie information, software and hardware attributes, the page you request and other standard browser parameters.
When you send messages, publish content, post material, transmit information or email through our services, we may retain the same in order to process your inquiries, respond to your requests and improve our services.
Our infrastructure consists of servers deployed at multiple datacenters that are owned and operated by us or our partners. All information collected within our services resides on this network of servers.
2. USE OF INFORMATION
- Communicating with you
- Making the sites or services easier to use by eliminating the need for you to repeatedly enter the same information
- Providing our services
- Auditing, research and analysis in order to maintain, protect and improve our services
- Ensuring the technical functioning of our network
- Protecting our rights or property and that of our users
- Developing new services
- As described in the respective terms of service of each of our services and in the Talk.to Master Terms of Service
3. NO-SPAM POLICY
We have a strict No-Spam Policy prohibiting the use of any data collecred to send spam. We will not sell any contact information to third parties.
4. CHOICES FOR PERSONAL INFORMATION
When you sign up for a particular service that requires registration, we ask you to provide personal information. If we use this information in a manner different than the purpose defined herein and in the terms of the services offered then we will ask for your consent prior to such use. Most browsers are initially set up to accept cookies, but you can reset your browser to refuse all cookies or to indicate when a cookie is being sent. However, some of our features and services may not function properly if your cookies are disabled. You can decline to submit personal information to any of our services, in which case we may not be able to provide those services to you.
5. INFORMATION SHARING
We only share personal information with other companies or individuals outside of Google in the following limited circumstances:
- We have your consent
- We have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce applicable Terms of Service, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against harm to rights, property or safety, of our users, us or the public as required or permitted by law.
- We may share with third parties certain pieces of aggregated, non-personal information, such as the number of users by demographic. Such information does not identify you individually.
- As permitted and described in the respective terms of service of each of our services and in the Talk.to Master Terms of Service
6. INFORMATION SECURITY
We take appropriate security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. These include internal reviews of our data collection, storage and processing practices and security measures, as well as physical security measures to guard against unauthorized access to systems where we store personal data.
We restrict access to personal information to our employees, contractors and agents who need to know that information in order to operate, develop or improve our services. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations.
7. ACCESSING AND UPDATING PERSONAL INFORMATION
When you use our services, we make good faith efforts to provide you with access to your personal information and to correct this data if it is inaccurate