Terms and Conditions

Last Updated March 6, 2024

Taalk Service and Licensing Agreement (the "Agreement") between Taalk, LLC ("Taalk") and "Customer" (each a "Party", and, together, the "Parties"). Customer desires to subscribe to Taalk's software-as-a-service applications ("Service") as described herein this Agreement.

Payment and Wiring Information

Any payment not received from Customer by the due date will accrue late charges at the rate of one and a half percent (1.5%) per annum of the outstanding balance, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If Customer's account is more than thirty (30) days past due, in addition to any other rights or remedies it may have under this Agreement or pursuant to applicable law, and Taalk, having notified the Customer in writing, has not received payment within a further five (5) days, Taalk reserves the right to suspend the Service without liability to Customer, until such amounts are paid in full.

Term of Contract

The initial term of the contract will be twelve (12) months. The Customer shall have the right to renew the contact twice (2), at a maximum annual pricing increase of three (3) percent. The increase will be calculated on the then current ending subscription fee.

Termination

Each Party shall have the right to terminate this Agreement for cause upon 30 days' prior written notice. In the event of a material breach of this Agreement then non-breaching Party shall provide 30 days' prior written notice of the alleged breach and allow the breach to be remedied during that time. Upon termination, all fees prepaid but not yet used shall be returned to Customer and Customer shall have no further payment obligations to Taalk.

Customer Obligations

Customer shall use the Service for any lawful purpose and in accordance with this Agreement. Customer is responsible for all its compliance with this Agreement and obligations set forth herein. Customer shall:

  • Have sole responsibility for the accuracy, quality, and legality of all Customer Data
  • Take reasonable steps to prevent unauthorized access to, or use of, the Service
  • Notify Taalk promptly of any unauthorized access or use

Customer shall not:

  • Use the Service in violation of all applicable laws
  • Send or store material known to be infringing, obscene, threatening, or otherwise unlawful
  • Knowingly send or store Malicious Code in connection with the Service
  • Knowingly interfere with or disrupt performance of the Service
  • Attempt to gain unauthorized access to the Service or its related systems

Taalk Obligations

Taalk will provide the Service in a timely, skillful, professional and workmanlike manner by qualified personnel exercising care, skill, and diligence consistent with industry standards, and will devote adequate resources to meet its obligations hereunder, in accordance with the terms and conditions of this Agreement.

Taalk will provide Customer with support and work to resolve any issues with the Service promptly. Taalk will routinely backup all the Customer Data and use industry standard security measures to maintain Customer Data in confidence.

Mutual Representations and Warranties

Each Party represents and warrants to the other Party that:

  • It is duly organized, validly existing and in good standing under the laws of its jurisdiction
  • It has the full right, power, and authority to enter into and perform its obligations under this Agreement
  • The execution of this Agreement has been duly authorized by all necessary corporate action
  • This Agreement will constitute the legal, valid, and binding obligation of such Party

Customer Restrictions

Customer shall not:

  • Modify, copy or create any derivative works based on the Service
  • License, sublicense, sell, resell, rent, lease, transfer, assign, or distribute the Service
  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code
  • Create Internet "links" to the Service or "frame" or "mirror" any content on any other server
  • Use the Service to build a competitive product or service

Intellectual Property Rights

Taalk retains all right, title, and interest in and to the Service, including all related intellectual property rights. Customer acknowledges that it is obtaining only a limited right to use the Service and that no ownership rights are being conveyed under this Agreement.

Limitation of Liability

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from the use of or inability to use the Service.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Taalk is incorporated, without regard to its conflict of law provisions.