Talla, Inc. Terms of Use Agreement

Welcome to www.talla.com (the “Site”), a service operated by Talla, Inc. (“Talla”, “we”, “ us”, or “our”). The Site and related products and services provide users with an “intelligent” virtual assistant who can answer questions, automate workflows, schedule meetings, and manage other administrative tasks in the workplace (collectively, “Services”). This terms of use agreement (the “Agreement”) forms a binding agreement between you and us regarding the use of our Services. By clicking on the “I AGREE” button, completing the registration process, and/or browsing the Site, (i) you represent and warrant that you are at least eighteen (18) years of age and are authorized to use the Services, including under the laws of any jurisdiction in which you reside and/or by any organization in connection with which you use the Services, and (ii) you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site), a “Subscriber” (which means that you are an individual or an employer who has established a subscription on the Site (your “Subscription”)) or a Subscriber End User (as defined below). If you do not agree to all of the terms in this Agreement, you must cease accessing and using the Site and Services immediately. In addition, certain areas, features or functions of the Site or Services may be subject to additional agreements posted within, adjacent to or linked to from the Site. Any such terms are incorporated into this Agreement.

1. USERS AND ACCESSING THE SERVICES.
   1. Visitors. A Visitor may browse the Site in accordance with this Agreement, but will not have access to our core Services without either first becoming a Subscriber or having someone subscribe on his or her behalf.
   2. Subscribers. To start a Subscription, whether on your own behalf or on behalf of multiple individuals, you must (i) provide your email address or a username and select a password or (ii) access the Services through a third-party messaging platform in accordance with Section 1.d below. We will refer to your email address or username and your password for the Services, and your username for the third-party messaging platform used to access the Services, if applicable, as your “Credentials.” Each Subscriber is responsible for the acts and omissions of its End Users (as defined below), including any USER DATA made available by any End User.
   3. End Users. If you access the Services as an employee, contractor or agent of a Subscriber, you are a “Subscriber End User.” Each Subscriber End User must use his or her own Credentials. In some cases, a Subscriber has invited you to interact via the Services with the Subscriber and/or one or more Subscriber End Users. In such event, you may have the ability to access certain features of the Services without a Subscription. If you access the Services as an employee, contractor, agent, or invitee of a Subscriber, but do not provide Credentials, you are a “Non-Subscriber End User.” (Subscriber End-Users and Non-Subscriber End Users are referred to collectively as “End Users.”) As a Non-Subscriber End User, your access to the Services may be limited. If you are an End User, you further acknowledge and agree that the Subscriber may select one or more administrators to control, manage and use the Services on your and/or its behalf (each, an “Administrator”), and the Administrators may grant (or may grant to other Subscriber End Users) certain privileges such as access to and control of the USER DATA, for which you may bear responsibility. Subscribers, Subscriber End Users, Non-Subscriber End Users, and Visitors are referred to collectively as “Users.”
   4. Accessing the Services. Certain features and functions of the Services may be accessible through a third-party account, for example, a third-party messaging platform. You may link your account for the Services with your third-party accounts, or a Subscriber or End User may link its account for the Services with its third-party accounts and invite you to interact with the Services via such third-party account; in either case only to the extent permitted under the applicable terms and conditions that govern your use of each third-party account. You represent that if you allow us to access your third-party account (e.g., by clicking the “Add to Slack” button on our Site), or if a Subscriber allows us to access your third-party account on your behalf, you are entitled to disclose your third-party account login information to us and/or grant us access to your third-party account without breach by you of any of the terms and conditions that govern your use of the applicable third-party account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third-party service providers. You acknowledge and agree that by granting us access to any of your third-party accounts (including any third-party accounts for any Subscriber End Users or Non-Subscriber End Users who a Subscriber invites to use the Services or on whose behalf a Subscriber provides information to us), we may access, make available and store any information, data, text, sound, photographs, graphics, video, messages, tags and/or other materials accessible that you have provided to and/or stored in your third-party accounts relating to your use of our Services or that you have provided to and/or otherwise made available through your interactions with a Subscriber and/or End Users through their third-party accounts (collectively, “Third-Party Account Data”). Depending on the third-party accounts and subject to the privacy settings in such third-party accounts, personally identifiable information that you post to your third-party accounts or that an End User posts to his or her third-party accounts may be available to other Users and/or Administrators. Please note that if a third-party account or associated service becomes unavailable or our access to such third-party account is terminated by the third-party service provider, then the Third-Party Account Data for that third-party service may no longer be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY AND ALL LIABILITY FOR INFORMATION THAT MAY BE PROVIDED BY SUCH THIRD-PARTY SERVICE PROVIDERS.
   5. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any third-party fees that you incur when accessing the Services.
2. USER DATA.
   1. User Data. Third-Party Account Data and all other data and information provided by you to or through the Services, and/or otherwise relating to your use of the Services, shall be referred to as “USER DATA”. As between us and you, you shall own all USER DATA you provide to or through the Services.
   2. Access. We will use commercially reasonable efforts designed to restrict access to the USER DATA of a Subscriber and its End Users to the other End Users and any Administrators of such Subscriber. As an interactive and collaborative service, however, the USER DATA of an End User will generally be available to other End Users under the same Subscription, subject to any permissions or restrictions set by one or more Administrators. Administrators shall have access to any and all USER DATA posted or otherwise made available to or through the Services and to any and all communications between End Users or other communications made via the Services. No password-protected system of data storage and retrieval can be made entirely impenetrable and you acknowledge that Site and the Services are not invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities.
   3. Review. The Services are designed to interact with Users and assist with workplace tasks. Except in connection with operating and improving the Services and resolving customer services issues, we do not undertake to review, inspect, edit or monitor any USER DATA. However, if we believe that a Subscription is being used for unlawful purposes or purposes that violate the terms of this Agreement (e.g., storage and distribution of any illegal material such as copyrighted content), we reserve the right to examine any USER DATA. We reserve the right to refuse, remove or disable access to any USER DATA stored on our servers for any reason, including in the event that we believe that the USER DATA or its storage may be illegal or violate this Agreement.
   4. License. You acknowledge that, subject to the terms of any agreement(s) with third-party service providers of your third-party accounts, we may use, and you hereby grant to us a limited, non-exclusive, transferable, perpetual, irrevocable license to use, reproduce, modify, display, perform, and creative derivative works of any USER DATA: (a) to provide the Services hereunder, and (b) for our business purposes, including to use, display, modify and create derivative works of the USER DATA to create and compile Aggregate Data, including insights, analysis and statistics for training (both human and computer) and other business purposes. “Aggregate Data” means aggregated statistics and/or data created or derived by us from USER DATA or our provision or your use of the Service; provided, however, that such Aggregate Data will not identify Subscriber or any Subscriber End User. We will own all right, title and interest in and to the Aggregate Data.
3. FEES. As a Subscriber, you agree to pay our then-current and applicable subscription fees (as listed on the Site or pursuant to your customer agreement) for the Services, based on the subscription type for which you sign up. Your use of the Services is subject to the restrictions established in your applicable plan (e.g., limitations on storage amounts or the number of accounts or End Users). If you are an End User who is an employee, contractor or agent of a Subscriber, your business or organization may pay fees on your behalf. If you are a Visitor or a Non-Subscriber End User who was invited to interact with the Services by a Subscriber or other End User, you will not owe any fees, though your use of the Services will be subject to the terms of this Agreement. Talla charges and collects in advance for use of certain Services. Unless you designate in your Subscription preferences or notify us that you do not want your Subscription to be auto-renewed, you agree that we may automatically renew your Subscription to the Services and automatically charge you the then-current renewal fees for such renewed Subscription using the credit card or other payment mechanism associated with your subscription at the beginning of each recurring period.
   1. Free Trials. If you register on the Site for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period for which you registered or are registering to use the applicable Service or (ii) the start date of any Services to which you Subscribe. All provisions of this Agreement except this Section 3 will apply during your free trial, unless otherwise set forth herein, and additional trial terms and conditions may govern your trial. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. ANY USER DATA (NOT INCLUDING AGGREGATE DATA) SAVED DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A PAID SUBSCRIPTION OR EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD (TO THE EXTENT WE, IN OUR SOLE DISCRETION, ELECT TO MAKE SUCH FUNCTIONALITY AVAILABLE).
   2. Non-Payment. You further agree that we may suspend your access to any Services if, at any time, you have not paid all fees that you owe to us. In the event we are unable to collect the fees you owe us, we may take any other steps we deem necessary to collect such fees from you, and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs and attorneys’ fees. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less.
   3. Refunds. In the event of termination of a Service, we may provide you with a refund of any pre-paid, but unused fees related to such Service, effective at the beginning of the next month of your Service. No refund shall be paid for the current month’s services, regardless of the day on which you cancel the Services. We will issue the refund within 60 days of when your cancellation request is processed. You will not be entitled to any refund for our termination of the Services based upon your breach.
   4. Taxes. The fees set forth herein are net of any applicable sales tax. If any fees for Services under this Agreement are subject to sales tax in any jurisdiction and you have not remitted the applicable sales tax to us, you will be responsible for the payment to the relevant tax authority of such sales tax and any related penalties or interest. You will indemnify us for our liability or expense we may incur in connection with such sales tax. For purposes of this section, “sales tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that we are permitted to pass to our customers, which is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. You agree to make all payments of fees to us free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to us will be your sole responsibility and, upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
4. OWNERSHIP.
   1. Ownership. You acknowledge and agree that the software, code, proprietary methods and systems used to provide the Site or Services (“Our Technology ”) are: (i) copyrighted by us and/or our licensors or suppliers under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our suppliers or licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, reverse-engineered or redistributed in any way without our prior written permission, which we may withhold in our sole and absolute discretion. This Agreement provides you with access to the Services. No license is granted hereunder to Our Technology.
   2. Trademarks. Certain of the names, logos, and other materials displayed on the Site or via the Services constitute trademarks, trade names, service marks or logos (“Marks”) of Talla or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with and will inure to us or those other entities.
   3. Third Party Software. Any use of third-party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by this Agreement.
   4. Feedback. Any comments, ideas and/or reports about the Site or Services that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.
5. MODIFICATIONS TO THE SERVICES. We may, in our sole discretion, upgrade, enhance, change and modify the Services, including by discontinuing a Service or any aspect or feature thereof (collectively, “Modifications”). Any Modifications will be subject to this Agreement, and we will provide notice of adverse and material changes to this Agreement by posting them on our Site (and we may also, but we are not obligated to, e-mailing Subscriber regarding such changes). It is your responsibility to check the Site periodically. Changes to this Agreement, which may be made in our sole discretion, will be effective upon acceptance of this Agreement for new Subscriptions and effective for all existing Users thirty (30) calendar days after the posting of the new Agreement on the Site. You agree to be bound to this Agreement, as modified. If you do not agree to the modified Agreement, you are not permitted to use the Services and must terminate your subscription immediately. The terms of any new Agreement shall apply from and after the effective date thereof.
6. GENERAL RULES OF USER CONDUCT. It is our goal to make access to our Site and Services a good experience for all Users. You agree not to, and represent and warrant that you will not (nor will you cause or permit any third party to), reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, use the Site or Services or access to the Site or Services for any purposes other than that for which the Site or Services are being provided to you, or do any of the following:
   • Conduct or promote any illegal activities while using the Site or Services;
   • Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site or Services;
   • Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
   • Use the Site or Services to stalk, harass or harm another individual;
   • Replicate the Services, in whole or in part, or use the Services to develop or offer a similar or competitive website, application, product or service, or for any other competitive purpose;
   • Interfere in any way with the proper functioning of the Site or Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
   • Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site, Services or the content contained therein for commercial use without our prior express written permission;
   • Use any metatags or other “hidden text” using Talla’s name or trademarks;
   • Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
   • Mirror or frame the Site, Services or the content contained therein, place pop-up windows over its pages, or otherwise affect the display of its pages.
7. PRIVACY AND SECURITY. We have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. The security of your personal information is important to us. While there is no such thing as “perfect security” on the Internet, we will use commercially reasonable efforts designed to help ensure the safety of your personal information. However, you understand and agree that such steps do not guarantee that the Site and the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities.
8. DURATION OF ACCESS. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. We may provide you refunds in our sole discretion, but we are in no event required to provide you a refund pursuant to Section 3(c) if we terminate this Agreement for cause. Upon termination or expiration of your access to the Services, you will no longer have the right to access or retrieve your USER DATA through the Site. Upon expiration of a free trial that is not followed by a paid Subscription, or beginning thirty (30) days after any termination or expiration of your paid Subscription, you acknowledge and agree that we may delete any or all of your USER DATA. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR USER DATA. TERMINATION OF YOUR SUBSCRIPTION WILL IN NO WAY MODIFY, CHANGE OR VOID ANY PAYMENT OBLIGATIONS YOU MAY HAVE INCURRED UP TO THE DATE OF TERMINATION THROUGH YOUR USE OF THE SITE OR ANY SERVICES, WHETHER SUCH OBLIGATION IS TO US OR A THIRD PARTY.
9. THIRD-PARTY CONTENT AND OTHER WEBSITES. Content from advertisers and other third parties may be made available to you through the Site and/or the Services. Because we do not control such content, you agree that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other Users, advertisers, and other third parties or violation of any third-party rights related to such content. The Site and Services may contain links to websites not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, nature or reliability of third-party websites, products or services accessible by hyperlink or otherwise from the Site or Services. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third-party websites or any association with their operators. It is your responsibility to review the privacy policies and agreements of any other website you visit. You agree that in no event will we be liable to you in connection with any websites, content, products, materials, or practices of any third party, including other Users.
10. DISCLAIMER OF WARRANTIES. EXCEPT AS WE (IN OUR SOLE DISCRETION) OTHERWISE AGREE UPON IN A SEPARATE WRITTEN AGREEMENT, WE ENDEAVOR TO OFFER THE SERVICES TO ALL OF OUR USERS ON A REASONABLY CONSISTENT BASIS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF USER DATA, NOR DO WE GUARANTEE DATA AVAILABILITY WHATSOEVER. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS.WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA OR INFORMATION AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE SITE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, OR HARDWARE, OR ANY LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE, THE SERVICES OR YOUR USER DATA, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE.

    IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN THE AGGREGATE, TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE OR SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

    WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS OR SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

12. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Talla, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (i) any of your USER DATA or content you upload to or use in connection with the Services, (ii) your use of the Site or Services, (iii) your violation of this Agreement, (iv) your violation of any rights of any other person or entity, (v) any disputes between you and another User of the Services; and (vi) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.
13. ELECTRONIC COMMUNICATIONS. We can only give you the benefits of our Service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive Communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communication(s)”) that we provide to you electronically satisfy any legal requirement that such Communication would satisfy if it were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
14. INTERNATIONAL USERS. The Services can be accessed from countries around the world. This availability of the Services outside the United States does not imply that we intend to announce such Services in your country. The Services are offered by us from our facilities in the United States of America. We make no representation that the Services are appropriate or available of ruse in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
15. GENERAL TERMS. You are responsible for compliance with all applicable laws. Except as otherwise provided in Section 16, below, (a) this Agreement and the relationship between you and Talla will be governed by the laws of the [State of Delaware], without giving effect to any choice of laws principles that would require the application of the laws of a different country or state and (b) you consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any court located in Delaware. This Agreement is personal to you, and you may not transfer, assign or delegate your rights and/or duties under this Agreement to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in this Agreement, shown in boldface type, are included only to help make this Agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us will have any effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
16. ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. All controversies, disputes, demands, counts, claims, or causes of action between you and Talla arising out of, under, or related to this Agreement or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.
    1. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
    2. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement, EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
    3. You and Talla must abide by the following rules: (i) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (ii) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Talla, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (iii) the arbitrator’s ruling is binding and not merely advisory; (iv) ANY CLAIMS BROUGHT BY YOU OR TALLA MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (v) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, (vi) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Talla will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (vii) Talla also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (viii) the arbitrator shall honor claims of privilege and privacy recognized at law; (ix) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Talla shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Talla customer; and (x) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses.
    4. Notwithstanding the foregoing, either you or Talla may bring an individual action in small claims court. In addition, if you are a user outside of the United States, the dispute resolution provision in our Privacy Policy (if any), and not this arbitration provision, shall apply to any disputes related to privacy. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret rights shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in Delaware. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
    5. With the exception of subparts (iv) and (v) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (iv) or (v) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Talla shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Talla shall be exclusively brought in the state or federal courts specified in subsection “(d)” above.
    6. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
17. SURVIVAL. Sections 2(d), 4, and 7 through 19, as well as any other limitations on liability explicitly set forth herein and our proprietary rights in and to the Site, any materials provided by us, Our Technology and the Services, will survive the expiration or termination of this Agreement for any reason.
18. NOTICE; VIOLATIONS.We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to support@talla.com or as otherwise expressly provided. Please report any violations of this Agreement to support@talla.com.
19. GOVERNMENT USE. If you are accepting this Agreement on behalf of a United States federal government entity, please email us at support@talla.com for the applicable amendments.

LAST UPDATED   July 27, 2016  .