This is an agreement between
The owner of Talkee and operator of Talkee and Talkee Client and Content (collectively, including all content available through the Talkee Client and Content ), and you ("you" or "You"), a user of the Service.
If you do not agree to any of these terms, you may not use the Service.
These Terms of Service apply to all users of the Talkee Service. Talkee provided status information may contain links to third party websites that are not owned or controlled by Talkee. Talkee has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Talkee will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly acknowledge and agree that Talkee shall not be responsible for any damages, claims or other liability arising from or related to your use of any third-party website.
A. Subject to your compliance with these Terms of Service, Talkee hereby grants you permission to use the Service, provided that: (i) your use of the Service as permitted is solely for your personal, noncommercial use; (ii) you will not duplicate, transfer, give access to, copy or distribute any part of the Service in any medium without Talkee's prior written authorization; (iii) you will not attempt to reverse engineer, alter or modify any part of the Service; and (iv) you will otherwise comply with the terms and conditions of these Terms of Service.
B. In order to access and use the features of the Service, you acknowledge and agree that you will have to provide Talkee with your phone number, as well as the phone numbers of third parties whom you wish to use the Service with. When providing your phone number, you must provide accurate and complete information. You hereby give your express consent to Talkee to use the phone numbers you provide for use in providing you access and use of the Service. You may never use another person's phone number without their permission. You are solely responsible for the status message that is displayed for your phone number. You must notify Talkee immediately of any breach of security or unauthorized use of your phone. Although Talkee will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Talkee or others due to such unauthorized use.
You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. We reserve the right to remove Content that violates the User Agreement, including for example, copyright or trademark violations, impersonation, unlawful conduct, or harassment.
The design of the Talkee Service along with all text, scripts, graphics (including stickers), interactive features and the like made available in connection with the Talkee Service (collectively, the "Talkee Client and Content"), except all User Status Submissions (as defined below), and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Talkee, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Subject to these Terms of Service, you are granted a personal, non-exclusive, non-transferable, revocable, limited license to install and use, only in connection with the Service, the Talkee Client and Content for personal and non-commercial purposes only. The Service, including the Talkee Client and Content, is provided to you as is for your information and personal non-commercial use only. Talkee reserves all rights not expressly granted in and to the Service and the Talkee Client and Content. You agree to not engage in the use, copying, distribution or other exploitation of any of the Talkee Client and Content other than expressly permitted herein, including any use, copying, or distribution of User Status Submissions of third parties obtained through the Service for any commercial purposes. You further agree not to use the Talkee Client and Content in a manner that would infringe or violate the rights of any third party and that we are not in any way responsible for any such use by you.
A. The Talkee Service permits the submission of status text and other communications submitted by you and other users ("User Status Submissions") and the hosting, sharing, and/or publishing of such User Status Submissions. As clarified in the following section, you retain your ownership rights in your User Status Submissions. You understand that whether or not such User Status Submissions are published, Talkee does not guarantee any confidentiality with respect to any submissions.
B. You shall be solely responsible for your own User Status Submissions and the consequences of posting or publishing them. Because Talkee is only acting as a repository of data, user submitted statuses do not necessarily represent the views or opinions of Talkee, and Talkee makes no guarantees as to the validity, accuracy or legal status of any status. In connection with User Status Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Talkee to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Status Submissions to enable inclusion and use of the User Status Submissions in the manner contemplated by the Service and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Status Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Status Submissions in the manner contemplated by the Service and these Terms of Service. To be clear: you retain all of your ownership rights in your User Status Submissions, but you have to have the rights in the first place. However, by submitting the User Status Submissions to Talkee, you hereby grant Talkee a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Status Submissions in connection with the Talkee Service and Talkee's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Talkee Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each subscriber to your status on the Talkee Service a non-exclusive license to access your User Status Submissions through the Service, Email, and mobile phone and to display parts of User Status Submissions as permitted through the functionality of the Service and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Status Submission from the Sugar Talk Service.
C. In connection with User Status Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Talkee all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Talkee or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person; (vi) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (viii) attempt to gain unauthorized access to the Service or its related systems or networks.
D. Adult content must be identified as such. Talkee does not endorse any User Status Submission or any opinion, recommendation, or advice expressed therein, and Talkee expressly disclaims any and all liability in connection with User Status Submissions. Talkee does not permit copyright infringing activities and infringement of intellectual property rights via its Service, and Talkee will remove all Content and User Status Submissions if properly notified that such Content or User Status Submission infringes on another's intellectual property rights. Talkee reserves the right to remove Content and User Status Submissions without prior notice. Talkee may also terminate a user's access to its Service, if they are determined to be a repeat infringer, or for any or no reason, including being annoying. A repeat infringer is a User who has been notified of infringing activity more than once and/or has had a User Status Submission removed from the Website more than twice. An annoying person is anyone who is (capriciously or not) determined to be annoying by authorized Talkee employees, agents, subagents, superagents or superheros. Talkee also reserves the right to decide whether content or a User Status Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to excessive length or limited interest. Talkee may remove such User Status Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
E. You understand that when using the Talkee Service you will be exposed to User Status Submissions from a variety of sources, and that Talkee is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Status Submissions, and that such User Status Submissions are not the responsibility of Talkee. You further understand and acknowledge that you may be exposed to User Status Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Talkee with respect thereto, and agree to indemnify and hold Talkee, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
F. Talkee permits you to link to materials on the Service for personal, non-commercial purposes only. Commercial versions are available under separate licensing and terms. Talkee reserves the right to discontinue any aspect of the Talkee Service at any time.
Customer acknowledges that the Product is experimental in nature and therefore, the Product is provided to Customer "AS IS" without warranty of any kind. Customer agrees to back up any data prior to using or accessing the Product or the Talkee Site. Except as expressly provided herein, Talkee, its licensors and Sugar Talk Affiliates shall not be responsible for any costs, expenses or other liabilities incurred by anyone as a result of the Product, Talkee Site or Customer's use of or access to the Product or Talkee Site.
YOU AGREE THAT YOUR USE OF THE Talkee SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, Talkee, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF. Talkee MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SERVICE'S CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE THROUGH THE ACTIONS OF ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONSIN ANY CONTENT OR FOR 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 Talkee SERVICE. Talkee DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE Talkee SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY USER STATUS SUBMISSION OR OTHER ADVERTISING, AND Talkee WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND 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. AND AGAIN, USE THIS JUST FOR FUN.
IN NO EVENT SHALL Talkee, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE Talkee CLIENT AND CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT Talkee SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU AGREE THAT YOU WILL NOT USE THE PRODUCT WHILE OPERATING A MOTOR VEHICLE, FOR TIME-CRITICAL OR EMERGENCY SERVICES OR EVENT OR FOR ANY OPERATION WHERE INJURY, DEATH, OR ECONOMIC DAMAGE COULD OCCUR.
from its facilities in the United States of America. Talkee makes no representations that the Talkee Service is appropriate or available for use in other locations. Those who access Talkee or use the Sugar Talk Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
You agree to defend, indemnify and hold harmless Talkee, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Talkee Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Status Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Talkee Service. We don't support or encourage illegal consumption of alcohol or tobacco, so there.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Talkee without restriction.
You agree that: (i) the Talkee Service shall be deemed solely based in Delaware; (ii) the Talkee Service shall be deemed a passive server that does not give rise to personal jurisdiction over Talkee, either specific or general, in jurisdictions other than California; and (iii) that you agree to subject to the jurisdiction of California in the event of any legal dispute. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Talkee that arises in whole or in part from the Talkee Service shall be decided exclusively by a court of competent jurisdiction located in Delaware. Privacy and any other legal notices published by Talkee, shall constitute the entire agreement between you and Talkee concerning the Talkee Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Talkee's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Talkee reserves the right to amend or modify these Terms of Service at any time, and it is your responsibility to review these Terms of Service for any changes. Your use of the Talkee Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND Talkee AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE Talkee SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Talkee respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Talkee of your infringement claim in accordance with the procedure set forth below.
Talkee will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement.
To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Talkee Service, with enough detail that we may find it on the Talkee Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Talkee will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.