TABLE OF
CONTENTS
These Terms of Use
constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”)
and vTalk.ai
https://vtalk.ai
website as well as any other media form, media channel, mobile website or mobile application related,
linked, or otherwise connected thereto (collectively, the “Site”).
.
. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE
SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or
documents that may be posted on the Site from time to time are hereby expressly incorporated herein by
reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of
Use
The information provided
on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country
where such distribution or use would be contrary to law or regulation or which would subject us to any
registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access
the Site from other locations do so on their own initiative and are solely responsible for compliance with local
laws, if and to the extent local laws are applicable.
The
Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and
Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions
would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate
the Gramm-Leach-Bliley Act (GLBA).
Unless otherwise
indicated, the Site is our proprietary property and all source code, databases, functionality, software, website
designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the
trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed
to us, and are protected by copyright and trademark laws and various other intellectual property rights and
unfair competition laws of the United States, international copyright laws, and international conventions. The
Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as
expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed,
sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written
permission.
Provided that you are
eligible to use the Site, you are granted a limited license to access and use the Site and to download or print
a copy of any portion of the Content to which you have properly gained access solely for your personal,
non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the
Marks.
By using the Site, you
represent and warrant that:
(1) all registration information you submit will be true,
accurate, current, and complete; (2)
you will maintain the accuracy of such information and promptly update such registration
information as necessary;
(3) you
have the legal capacity and you agree to comply with these Terms of Use;
; (5) you
will not access the Site through automated or non-human means, whether through a bot, script or
otherwise; (6) you
will not use the Site for any illegal or unauthorized purpose; and (7) your
use of the Site will not violate any applicable law or regulation.
If you provide any
information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate
your account and refuse any and all current or future use of the Site (or any portion thereof).
4. USER REGISTRATION
You may be
required to register with the Site. You agree to keep your password confidential and will be responsible
for all use of your account and password. We reserve the right to remove, reclaim, or change a username
you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or
otherwise objectionable.
We accept the following forms of payment:
You may be required to purchase or pay a fee to access
some of our services. You agree to provide current, complete, and accurate purchase and account information
for all purchases made via the Site. You further agree to promptly update account and payment information,
including email address, payment method, and payment card expiration date, so that we can complete your
transactions and contact you as needed. We bill you through an online billing account for purchases made via
the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices
at any time. All payments shall be in U.S. dollars .
You agree to pay all charges or fees at
the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider
for any such amounts upon making your purchase.
If
your purchase is subject to recurring charges, then you consent to our charging
your payment method on a recurring basis without requiring your prior approval for each recurring
charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in
pricing, even if we have already requested or received payment. We also reserve the right to refuse any
order placed through the Site.
You may not access or
use the Site for any purpose other than that for which we make the Site available. The Site may not be used in
connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not
to:
- Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- Use any information obtained from the Site in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Site in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Site.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
- Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Site.
- Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- Use
the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for
any revenue-generating endeavor or commercial enterprise.
-
Use the Site to advertise or offer to sell goods and services. -
Sell or otherwise transfer your profile.
8. USER GENERATED
CONTRIBUTIONS
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to
harass or threaten (in the legal sense of those terms) any other person and to promote violence
against a specific person or class of people.
- Your Contributions do not violate any
applicable law, regulation, or rule.
- Your Contributions do not violate the
privacy or publicity rights of any third party.
- Your Contributions do not violate any
applicable law concerning child pornography, or otherwise intended to protect the health or
well-being of minors.
- Your Contributions do not include any
offensive comments that are connected to race, national origin, gender, sexual preference, or
physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in
violation of the foregoing violates these Terms of Use and may result in, among other things,
termination or suspension of your rights to use the Site.
9. CONTRIBUTION LICENSE
You and the Site
agree that we may access, store, process, and use any information and personal data that you provide
following the terms of the Privacy Policy and your choices (including settings).
By submitting
suggestions or other feedback regarding the Site, you agree that we can use and share such feedback
for any purpose without compensation to you.
We do not assert
any ownership over your Contributions. You retain full ownership of all of your Contributions and any
intellectual property rights or other proprietary rights associated with your Contributions. We are not
liable for any statements or representations in your Contributions provided by you in any area on the
Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate
us from any and all responsibility and to refrain from any legal action against us regarding your
Contributions.
You acknowledge
and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the
Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We
shall own exclusive rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise,
without acknowledgment or compensation to you. You hereby waive all moral rights to any such
Submissions, and you hereby warrant that any such Submissions are original with you or that you have the
right to submit such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
11. U.S. GOVERNMENT
RIGHTS
Our
services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our
services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our
services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer
software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any
agency within the Department of Defense, our services are subject to the terms of these Terms of Use
in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3.
In addition, DFARS 252.227‑7015
applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and
supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in
computer software or technical data under these Terms of Use.
We reserve the
right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take
appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of
Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to
the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole
discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable
all files and content that are excessive in size or are in any way burdensome to our systems; and (5)
otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the
proper functioning of the Site.
13. PRIVACY
POLICY
We care
about data privacy and security. Please review our Privacy Policy:
https://vtalk.ai/privacy-policy/
. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated
into these Terms of Use. Please be advised the Site is hosted in
the United Kingdom
United Kingdom
United Kingdom
United Kingdom
These Terms of
Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION
OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY,
DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY
REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR
USE OR PARTICIPATION IN THE SITE OR DELETE
YOUR
ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If
we terminate or suspend your account for any reason, you are prohibited from registering and creating
a new account under your name, a fake or borrowed name, or the name of any third party, even if you
may be acting on behalf of the third party. In addition to terminating or suspending your account, we
reserve the right to take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
We reserve the
right to change, modify, or remove the contents of the Site at any time or for any reason at our sole
discretion without notice. However, we have no obligation to update any information on our Site. We also
reserve the right to modify or discontinue all or part of the Site without notice at any time. We will
not be liable to you or any third party for any modification, price change, suspension, or
discontinuance of the Site.
We cannot
guarantee the Site will be available at all times. We may experience hardware, software, or other
problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the
Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever
for any loss, damage, or inconvenience caused by your inability to access or use the Site during any
downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us
to maintain and support the Site or to supply any corrections, updates, or releases in connection
therewith.
These conditions are governed by and interpreted following the laws of United Kingdom
vTalk.ai and yourself both agree to submit to
the non-exclusive jurisdiction of the courts of London , which means that you
may make a claim to defend your consumer protection rights in regards to these Conditions of Use in
United Kingdom
Informal
Negotiations
To expedite resolution and control the cost of
any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the
“Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the
Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below)
informally for at least thirty (30) days before
initiating arbitration. Such informal negotiations commence upon written notice from one Party to the
other Party.
Binding
Arbitration
Any
dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator
who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration
being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time
the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of
arbitration shall be London , United Kingdom
English .
Applicable rules of substantive law shall be the law of United Kingdom
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full
extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or
authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c)
there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of
the general public or any other persons.
18. CORRECTIONS
There
may be information on the Site that contains typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the Site at any time, without prior
notice.
19. DISCLAIMER
THE SITE
IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT
YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS
ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE
WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE
SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR
FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY,
AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS
A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT
WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD
PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR
OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.
20. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR
DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER
DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO
THE AMOUNT PAID,
IF ANY, BY YOU TO US
DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF
ACTION ARISING
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.
IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY
NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
21. INDEMNIFICATION
You
agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our
respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or
demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and
warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not
limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom
you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the
exclusive defense and control of any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any
such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
22. USER DATA
We will
maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as
well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely
responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You
agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any
right of action against us arising from any such loss or corruption of such data.
23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting
the Site, sending us emails, and
completing online forms constitute electronic communications. You consent to receive electronic communications,
and you agree that all agreements, notices, disclosures, and other communications we provide to you
electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC
DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You
hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than electronic means.
24. CALIFORNIA USERS AND RESIDENTS
If any
complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
25. MISCELLANEOUS
These
Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the
entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision
of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the
fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time.
We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond
our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be
unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of
Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture,
partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use
of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack
of signing by the parties hereto to execute these Terms of Use.
26. CONTACT US
In
order to resolve a
complaint regarding the Site or to receive further information regarding use of the Site, please contact us
at: