TERMS AND CONDITIONS
Last updated
April 19, 2023
AGREEMENT TO OUR LEGAL TERMS
We operate the website
https://www.talkdocu.com/
(the "Site"), as well as any other related
products and services that refer or link to these legal terms (the
"Legal Terms") (collectively, the
"Services").
TalkDocu is a website to provide AI chatting service based on
User's PDF file.
You can contact us by email at
info@talkdocu.com
These Legal Terms constitute a legally binding agreement made
between you, whether personally or on behalf of an entity ("you"), and Talkdocu, concerning your access
to and use of the Services. You agree that by accessing the
Services, you have read, understood, and agreed to be bound by all
of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL
TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND
YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted
on the Services 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 Legal Terms
from time to time. We will alert you about any changes by updating the
"Last updated"
date of these Legal Terms, and you waive any right to receive
specific notice of each such change. It is your responsibility to
periodically review these Legal Terms to stay informed of updates.
You will be subject to, and will be deemed to have been made aware
of and to have accepted, the changes in any revised Legal Terms by
your continued use of the Services after the date such revised Legal
Terms are posted.
The Services are intended for users who are at
least 13 years of age. All users who are minors
in the jurisdiction in which they reside
(generally under the age of 18) must have the
permission of, and be directly supervised by,
their parent or guardian to use the Services.
If you are a minor, you must have your parent
or guardian read and agree to these Legal Terms
prior to you using the Services.
We recommend that you print a copy of these Legal Terms for your
records.
TABLE OF CONTENTS
1. OUR SERVICES
The information provided when using the Services 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 Services 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 Services are 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 the Services. You may not use the Services in a way that would
violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property
rights in our Services, including all source code, databases,
functionality, software, website designs, audio, video, text,
photographs, and graphics in the Services (collectively, the
"Content"), as well as the trademarks, service marks, and logos contained
therein (the "Marks").
Our Content and Marks are protected by copyright and trademark laws
(and various other intellectual property rights and unfair
competition laws) and treaties in the United States and around the
world.
The Content and Marks are provided in or through the Services
"AS IS"
for your personal, non-commercial
use or internal business purpose
only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the
"PROHIBITED ACTIVITIES"
section below, we grant you a non-exclusive, non-transferable,
revocable license
to:
-
access the Services; and
-
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 or internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms,
no part of the Services 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.
If you wish to make any use of the Services, Content, or Marks
other than as set out in this section or elsewhere in our Legal
Terms, please address your request to:
info@talkdocu.com. If we ever grant you
the permission to post, reproduce, or publicly display any part of
our Services or Content, you must identify us as the owners or
licensors of the Services, Content, or Marks and ensure that any
copyright or proprietary notice appears or is visible on posting,
reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the
Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a
material breach of our Legal Terms and your right to use our
Services will terminate immediately.
Your submissions and
contributions
Please review this section and the
"PROHIBITED ACTIVITIES"
section carefully prior to using our Services to understand the (a)
rights you give us and (b) obligations you have when you post or
upload any content through the Services.
Submissions: By directly sending us any question,
comment, suggestion, idea, feedback, or other information about the
Services ("Submissions"), you agree to assign to us all intellectual property rights in
such Submission. You agree that we shall own this Submission and be
entitled to its unrestricted use and dissemination for any lawful
purpose, commercial or otherwise, without acknowledgment or
compensation to you.
Contributions: The Services may invite you to
chat, contribute to, or participate in blogs, message boards, online
forums, and other functionality during which you may create, submit,
post, display, transmit, publish, distribute, or broadcast content
and materials to us or through the Services, including but not
limited to text, writings, video, audio, photographs, music,
graphics, comments, reviews, rating suggestions, personal
information, or other material ("Contributions"). Any
Submission that is publicly posted shall also be treated as a
Contribution.
You understand that Contributions may be viewable by other users of
the Services and possibly through
third-party websites.
When you post Contributions, you grant us a
license
(including use of your name, trademarks, and
logos): By posting any Contributions, you grant us an unrestricted,
unlimited, irrevocable, perpetual, non-exclusive, transferable,
royalty-free, fully-paid, worldwide right, and
license
to: use, copy, reproduce, distribute, sell, resell, publish,
broadcast, retitle, store, publicly perform, publicly display,
reformat, translate, excerpt (in whole or in part), and exploit your
Contributions (including, without limitation, your image, name, and
voice) for any purpose, commercial, advertising, or otherwise, to
prepare derivative works of, or incorporate into other works, your
Contributions, and to sublicense
the licenses granted
in this section. Our use and distribution may occur in any media
formats and through any media channels.
This license
includes our use of your name, company name, and franchise name, as
applicable, and any of the trademarks, service marks, trade names,
logos, and personal and commercial images you provide.
You are responsible for what you post or upload:
By sending us Submissions and/or
posting Contributions
through any part of the Services
or making Contributions accessible through the Services by linking
your account through the Services to any of your social networking
accounts, you:
-
confirm that you have read and agree with our
"PROHIBITED ACTIVITIES"
and will not post, send, publish, upload, or transmit through the
Services any Submission nor
post any Contribution
that is illegal, harassing, hateful, harmful, defamatory,
obscene, bullying, abusive, discriminatory, threatening to any
person or group, sexually explicit, false, inaccurate, deceitful,
or misleading;
-
to the extent permissible by applicable law, waive any and all
moral rights to any such Submission
and/or Contribution;
-
warrant that any such Submission
and/or Contributions
are original to you or that you have the necessary rights and
licenses
to submit such Submissions
and/or Contributions
and that you have full authority to grant us the above-mentioned
rights in relation to your Submissions
and/or Contributions; and
-
warrant and represent that your Submissions
and/or Contributions
do not constitute confidential information.
You are solely responsible for your Submissions
and/or Contributions and
you expressly agree to reimburse us for any and all losses that we may
suffer because of your breach of (a) this section, (b) any third
party’s intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have
no obligation to monitor any Contributions, we shall have the right to
remove or edit any Contributions at any time without notice if in our
reasonable opinion we consider such Contributions harmful or in breach
of these Legal Terms. If we remove or edit any such Contributions, we
may also suspend or disable your account and report you to the
authorities.
Copyright infringement
We respect the intellectual property rights of others. If you believe
that any material available on or through the Services infringes upon
any copyright you own or control, please immediately refer to the
"
COPYRIGHT INFRINGEMENTS"
section below.
By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these
Legal Terms;
(2) you are not under the age of 13; (3) you are not a minor in the jurisdiction in which you
reside, or if a minor, you have received parental permission
to use the Services; (4) you will not access the Services through automated or
non-human means, whether through a bot, script or otherwise;
(5) you will not use the Services for any illegal or
unauthorized
purpose; and (6) your use of the Services 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 Services (or any portion thereof).
We accept the following forms of payment:
- Visa
- Mastercard
- PayPal
- American Express
- Discover
You agree to provide current, complete, and accurate purchase and
account information for all purchases made via the Services. 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. 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 US dollars.
You agree to pay all charges at the prices then in effect for your
purchases and any applicable shipping fees, and you
authorize
us to charge your chosen payment provider for any such amounts upon
placing your order.
We reserve the right to correct any errors or mistakes in
pricing, even if we have already requested or received
payment.
We reserve the right to refuse any order placed through the
Services. We may, in our sole discretion, limit or cancel quantities
purchased per person, per household, or per order. These
restrictions may include orders placed by or under the same customer
account, the same payment method, and/or orders that use the same
billing or shipping address. We reserve the right to limit or
prohibit orders that, in our sole
judgment, appear to be placed by dealers, resellers, or distributors.
5. POLICY
All sales are final and no refund will be issued.
You may not access or use the Services for any purpose other
than that for which we make the Services available. The Services
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 Services, you agree not to:
-
Systematically retrieve data or other content from
the Services 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
Services, including features that prevent or
restrict the use or copying of any Content
or enforce limitations on the use of the
Services and/or the Content contained
therein.
-
Disparage, tarnish, or otherwise harm, in
our opinion, us and/or the Services.
-
Use any information obtained from the
Services 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 Services in a manner inconsistent
with any applicable laws or
regulations.
-
Engage in
unauthorized
framing of or linking to the Services.
-
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 Services or modifies,
impairs, disrupts, alters, or interferes
with the use, features, functions,
operation, or maintenance of the
Services.
-
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 Services or the networks or
services connected to the Services.
-
Harass, annoy, intimidate, or threaten any
of our employees or agents engaged in
providing any portion of the Services to
you.
-
Attempt to bypass any measures of the
Services designed to prevent or restrict
access to the Services, or any portion of
the Services.
-
Copy or adapt the Services' 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
Services.
-
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 Services, or use or launch any
unauthorized
script or other software.
-
Use a buying agent or purchasing agent to
make purchases on the Services.
-
Make any
unauthorized
use of the Services, 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 Services as part of any effort to
compete with us or otherwise use the
Services and/or the Content for any
revenue-generating
endeavor
or commercial enterprise.
7. USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute
to, or participate in blogs, message boards,
online forums, and other functionality, and may
provide you with the opportunity to create,
submit, post, display, transmit, perform, publish,
distribute, or broadcast content and materials to
us or on the Services, including but not limited
to text, writings, video, audio, photographs,
graphics, comments, suggestions, or personal
information or other material (collectively,
"Contributions"). Contributions may be viewable by other users
of the Services and through third-party websites.
As such, any Contributions you transmit may be
treated as non-confidential and non-proprietary.
When you create or make available any
Contributions, you thereby represent and warrant
that:
-
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 Services, and other users of the Services to use
your Contributions in any manner contemplated by the
Services and these Legal Terms.
-
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
Services and these Legal Terms.
-
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 Legal Terms,
or any applicable law or regulation.
Any use of the Services in violation of the foregoing
violates these Legal Terms and may result in, among
other things, termination or suspension of your rights
to use the Services.
By posting your Contributions to any part of the
Services, you automatically grant, and you represent and
warrant that you have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free,
fully-paid, worldwide right, and
license
to host, use, copy, reproduce, disclose, sell,
resell, publish, broadcast, retitle, archive, store,
cache, publicly perform, publicly display, reformat,
translate, transmit, excerpt (in whole or in part),
and distribute such Contributions (including, without
limitation, your image and voice) for any purpose,
commercial, advertising, or otherwise, and to prepare
derivative works of, or incorporate into other works,
such Contributions, and grant and
authorize
sublicenses
of the foregoing. The use and distribution may occur
in any media formats and through any media
channels.
This license
will apply to any form, media, or technology now known
or hereafter developed, and includes our use of your
name, company name, and franchise name, as applicable,
and any of the trademarks, service marks, trade names,
logos, and personal and commercial images you provide.
You waive all moral rights in your Contributions, and
you warrant that moral rights have not otherwise been
asserted in your Contributions.
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
Services. You are solely responsible for your
Contributions to the Services and you expressly agree to
exonerate us from any and all responsibility and to
refrain from any legal action against us regarding your
Contributions.
We have the right, in our sole and absolute discretion,
(1) to edit, redact, or otherwise change any
Contributions; (2) to
re-categorize
any Contributions to place them in more appropriate
locations on the Services; and (3) to pre-screen or
delete any Contributions at any time and for any reason,
without notice. We have no obligation to monitor your
Contributions.
9. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the
Site) links to other websites ("Third-Party Websites")
as well as articles, photographs, text, graphics, pictures, designs,
music, sound, video, information, applications, software, and other
content or items belonging to or originating from third parties ("Third-Party Content").
Such Third-Party Websites and
Third-Party Content are not
investigated, monitored, or checked for accuracy, appropriateness, or
completeness by us, and we are not responsible for any Third-Party
Websites accessed through the Services or any
Third-Party Content posted
on, available through, or installed from the Services, including the
content, accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the
Third-Party Websites or the
Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any
Third-Party Websites or any
Third-Party Content does
not imply approval or endorsement thereof by us. If you decide to leave
the Services and access the
Third-Party Websites or to
use or install any
Third-Party Content, you do
so at your own risk, and you should be aware these Legal Terms no
longer govern. You should review the applicable terms and policies,
including privacy and data gathering practices, of any website to which
you navigate from the Services or relating to any applications you use
or install from the Services. Any purchases you make through
Third-Party Websites will be
through other websites and from other companies, and we take no
responsibility whatsoever in relation to such purchases which are
exclusively between you and the applicable third party. You agree and
acknowledge that we do not endorse the products or services offered on
Third-Party Websites and you
shall hold us blameless from any harm caused by your purchase of such
products or services. Additionally, you shall hold us blameless from
any losses sustained by you or harm caused to you relating to or
resulting in any way from any
Third-Party Content or any
contact with
Third-Party Websites.
10. ADVERTISERS
We allow advertisers to display their advertisements and other
information in certain areas of the Services, such as sidebar
advertisements or banner advertisements. We simply provide the space to
place such advertisements, and we have no other relationship with
advertisers.
11. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services
for violations of these Legal Terms; (2) take appropriate legal action
against anyone who, in our sole discretion, violates the law or these
Legal Terms, 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 Services 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 Services in a manner designed
to protect our rights and property and to facilitate the proper
functioning of the Services.
12.
PRIVACY POLICY
We care about data privacy and security. By using the Services, you
agree to be bound by our Privacy Policy posted on the Services, which
is incorporated into these Legal Terms. Please be advised the Services
are hosted in
Australia. If you access the Services from
any other region of the world with laws or other requirements governing
personal data collection, use, or disclosure that differ from
applicable laws in
Australia, then through your continued use
of the Services, you are transferring your data to
Australia, and you expressly consent to have
your data transferred to and processed in
Australia. Further, we do not knowingly
accept, request, or solicit information
from children or knowingly market to
children. Therefore, in accordance with
the U.S. Children’s Online Privacy
Protection Act, if we receive actual
knowledge that anyone under the age of 13
has provided personal information to us
without the requisite and verifiable
parental consent, we will delete that
information from the Services as quickly
as is reasonably practical.
13. COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe
that any material available on or through the Services infringes upon
any copyright you own or control, please immediately notify us using
the contact information provided below (a
"Notification"). A copy of your Notification will be sent to the person who posted
or stored the material addressed in the Notification. Please be advised
that pursuant to applicable law you may be held liable for damages if
you make material misrepresentations in a Notification. Thus, if you
are not sure that material located on or linked to by the Services
infringes your copyright, you should consider first contacting an
attorney.
14. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use
the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL
TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT
NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (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 LEGAL TERMS OR OF ANY
APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR
PARTICIPATION IN THE SERVICES OR DELETE
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.
15. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the
Services at any time or for any reason at our sole discretion without
notice. However, we have no obligation to update any information on our
Services. We will not be liable to
you or any third party for any modification, price change, suspension,
or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We
may experience hardware, software, or other problems or need to perform
maintenance related to the Services, resulting in interruptions,
delays, or errors. We reserve the right to change, revise, update,
suspend, discontinue, or otherwise modify the Services 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 Services during any downtime or
discontinuance of the Services. Nothing in these Legal Terms will be
construed to obligate us to maintain and support the Services or to
supply any corrections, updates, or releases in connection
therewith.
16. GOVERNING LAW
These Legal Terms shall be governed by and defined following the laws
of Australia. Talkdocu and yourself irrevocably
consent that the courts of
Australia
shall have exclusive jurisdiction to resolve any dispute which may
arise in connection with these Legal Terms.
17. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute,
controversy, or claim related to these Legal Terms (each a
"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 out of or in connection with these Legal Terms,
including any question regarding its existence, validity, or termination,
shall be referred to and finally resolved by the International Commercial
Arbitration Court under the European Arbitration Chamber (Belgium,
Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which,
as a result of referring to it, is considered as the part of this clause.
The number of arbitrators shall be three (3).
The seat, or legal place, or arbitration shall be
seoul,
Australia. The language of the proceedings shall be
English. The governing law of these Legal
Terms shall be substantive law of Australia.
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.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following
Disputes are not subject to the above provisions concerning informal
negotiations binding arbitration: (a) any Disputes seeking to enforce or
protect, or concerning the validity of, any of the intellectual property
rights of a Party; (b) any Dispute related to, or arising from,
allegations of theft, piracy, invasion of privacy, or
unauthorized
use; and (c) any claim for injunctive relief. If this provision is found
to be illegal or unenforceable, then neither Party will elect to arbitrate
any Dispute falling within that portion of this provision found to be
illegal or unenforceable and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for jurisdiction above,
and the Parties agree to submit to the personal jurisdiction of that
court.
18. CORRECTIONS
There may be information on the Services 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 Services at any time, without prior notice.
19.
DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE 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 SERVICES 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 SERVICES' CONTENT OR THE CONTENT OF ANY
WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES 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 SERVICES, (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 SERVICES, (5)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED
TO OR THROUGH THE SERVICES 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 SERVICES. WE DO NOT
WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT
OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES,
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 SERVICES, 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) your Contributions; (2) use of the Services;
(3) breach of these Legal
Terms; (4) any breach of your
representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not
limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with
whom you connected via the Services. 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 Services for
the purpose of managing the performance of the Services, as well as
data relating to your use of the Services. 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 Services. 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 Services, 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 Services, 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 SERVICES. 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 Legal Terms and any policies or operating rules posted by us on
the Services or in respect to the Services constitute the entire
agreement and understanding between you and us. Our failure to exercise
or enforce any right or provision of these Legal Terms shall not
operate as a waiver of such right or provision. These Legal Terms
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 Legal Terms is determined to be unlawful,
void, or unenforceable, that provision or part of the provision is
deemed severable from these Legal Terms 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 Legal Terms or use of the
Services. You agree that these Legal Terms 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 Legal Terms and the
lack of signing by the parties hereto to execute these Legal
Terms.
26. CONTACT US
In order to resolve a complaint regarding the Services or to receive
further information regarding use of the Services, please contact us
at:
Talkdocu
info@talkdocu.com