These Terms of Service constitute a legal agreement between you (“Customer”) and Talky, inc. (“Talky”), a Washington State Limited Liability Company. Talky provides hosted video conferencing components (“SimpleWebRTC”). By accessing the SimpleWebRTC website or utilizing SimpleWebRTC, Customer agrees to be bound by these terms and conditions. Your use of and access to SimpleWebRTC is conditioned upon Customer’s compliance and acceptance of these terms.
SimpleWebRTC is not available to persons or entities who are not legally eligible to be bound by this Agreement. Customer represents that they are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
Content of Communications: Customer agrees that Talky has no obligation with respect to any user content. Under no circumstances will Talky be liable in any way for any data or other content viewed while using SimpleWebRTC. Customer agrees that they are solely responsible for the user content that they or their authorized users create, transmit, display, use, store and/or redistribute while using SimpleWebRTC. Customer is solely responsible for any claims relating to their user content. Customer shall not communicate any message or material that is deemed harassing, threatening, obscene, slanderous, defamatory, or otherwise unlawful. Customer understands that any confidential or personally identifiable information transmitted utilizing SimpleWebRTC may be viewed by others in the SimpleWebRTC session.
Copyright: Customer agrees that content may only be transmitted, displayed, used, redistributed or otherwise with the express consent of the owner of the relevant rights in the intellectual property. Customer will not use SimpleWebRTC to infringe the intellectual property rights of others. Customer retains copyright and any other rights they already hold in content transmitted using SimpleWebRTC. Customer understands and agrees that by transmitting content using SimpleWebRTC, you automatically grant (and warrant and represent they have a right to grant) to Talky the right to forward and display the content to others in the SimpleWebRTC session.
Digital Millennium Copyright Act: If you believe SimpleWebRTC has been used in a manner that constitutes copyright infringement, you shall notify Talky at firstname.lastname@example.org, and provide all of the following information, as required by the Digital Millennium Copyright Act ("DMCA"): (i) a statement that you have identified content in SimpleWebRTC that infringes a copyright of a third party for whom you are authorized to act; (ii) a description of the copyrighted work you claim has been infringed; (iii) a specific description of where the allegedly infringing material is located in SimpleWebRTC, including a URL or exact description of the content’s location; (iv) your name, address, telephone number, and e-mail address; (v) a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and (vii) your electronic or scanned physical signature. Talky reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.
Export and Other Laws: Customer agrees to comply with all applicable local, state, national and foreign laws, rules, and regulations applicable to their use of SimpleWebRTC, including any laws regarding the export of data or software, and data sharing, data processing and data transfer laws and regulations.
No Resale: SimpleWebRTC may be used for business or consumer purposes only. Customer will not reproduce, resell, or distribute SimpleWebRTC for any purpose unless Customer have been specifically permitted to do so under a separate agreement with Talky.
Abuse: Customer agrees not to, and not to allow any of their users, including employees and third parties, to use SimpleWebRTC in a manner that (i) abuses or materially disrupts any aspect of the networks, security systems, products and/or websites of Talky; (ii) intentionally distributes malware, viruses, or any other computer code, files or programs of a destructive or deceptive nature, (iii) interferes with the use of SimpleWebRTC by other users; (iv) facilitates unsolicited and unauthorized advertising or marketing communications, including spam; (v) violates or facilitates the violation of the legal rights of others, and/or (v) otherwise constitutes abuse in Talky’s sole discretion.
Communications of Others: Talky assumes no responsibility or liability for violations of the above prohibitions by other users of SimpleWebRTC. Talky may investigate any complaints and violations that come to its attention and may take any action that it believes is appropriate. Talky also reserves the right not to take any action.
Subscription: Talky offers a subscription (“Subscription”) that enables users to customize the branding of the SimpleWebRTC service. Customer agrees that Talky may charge their credit card or use any other payment mechanism selected by them and approved by Talky for all amounts due and owing for the Subscription. Talky may change prices with regards to the Subscription at any time. Talky will provide Customer with prior notice and an opportunity to terminate the Subscription if such a change occurs. In the event that Customer fails to pay the fees related to the Subscription, Customer will be responsible for all costs and expenses incurred by Talky in connection with collection activity related to overdue amounts. Customer is wholly responsible for the security of any account credentials and agree not to disclose these credentials to any third party.
Term: Subject to earlier termination as provided below (section 5A), this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
Customer hereby acknowledges that Talky owns all legal rights, titles and interests, in and to SimpleWebRTC, including any intellectual property rights which subsist in SimpleWebRTC (whether those rights are registered or unregistered, and wherever in the world those rights may exist). Customer may not use any trade names, trademarks, service marks, and logos associated or displayed with SimpleWebRTC without the prior written consent of Talky. Customer will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of Talky’s services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to SimpleWebRTC or proprietary information related thereto. Customer shall not use or register (or attempt to register) any trademarks (including domain names) that are derived from or confusingly similar to those of Talky or the SimpleWebRTC service.
Limitation of Liability: THE CUMULATIVE LIABILITY OF TALKY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS TO YOU UNDER THIS AGREEMENT IS LIMITED TO THE PRICE PAID FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. IN NO EVENT SHALL TALKY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING. THIS LIMITATION SHALL APPLY BUT NOT BE LIMITED TO LOST INCOME, REVENUE, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES. IT WILL ALSO APPLY IRRESPECTIVE OF WHETHER THE LIABILITY ARISES UNDER CONTRACT, TORT, OR ANY OTHER THEORY. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
No Warranty: CUSTOMER UNDERSTANDS AND AGREES THAT SIMPLEWEBRTC IS PROVIDED BY TALKY AND ANY THIRD PARTY PROVIDERS OR LICENSORS ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAY CONTAIN BUGS, ERRORS, AND OTHER DEFECTS. YOUR ACCESS TO SIMPLEWEBRTC IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TALKY EXPRESSLY DISCLAIMS ALL AND CUSTOMER RECEIVES NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TALKY MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES TALKY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. TALKY MAKES NO WARRANTIES OR GUARANTEES REGARDING THE SECURITY OF THE SERVICES.
Assumption of Risks and Costs: CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY SOFTWARE, INFORMATION, DATA OR EQUIPMENT. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF SIMPLEWEBRTC IS AT THEIR OWN RISK AND THAT THEY WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM TALKY OR THROUGH SIMPLEWEBRTC SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnification: Customer shall indemnify, defend and hold Talky, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Losses") arising out of or related to (1) any act or omission by Customer in using SimpleWebRTC, (2) Customer’s breach of this Agreement, or (3) violation of laws, rules, and regulations in connection with Customer’s use of SimpleWebRTC. At Talky’s option, Customer shall assume control of the defense and settlement of any Loss subject to indemnification by them (provided that, in such event, Talky may at any time thereafter elect to take over control of the defense and settlement of any such Loss, and in any event, Customer shall not settle any such Loss without Talky prior written consent).
Termination: In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Modifications of Agreement: At any time and without notice, Talky may, in its sole discretion, modify any of the terms and conditions within this Agreement. This modification is effective immediately on the posting of a change to this website or otherwise notifying Customer. The only recourse available if a modification is unacceptable is to terminate this Agreement. Continued usage of SimpleWebRTC will constitute an effective acceptance of the modifications.
Severability: In the case that any provision of this Agreement is held to be invalid or unenforceable, it will be enforced to the extent permitted by applicable law, and the remaining provisions of the Agreement shall remain in full force and effect.
Interpretation: Any construction or interpretation to be made of the Agreement shall not be construed against the drafter. Any rights not expressly granted herein to the parties are reserved.
Waiver: Failure by either party to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
Relationship: Customer and Talky shall be and act independently. This Agreement shall not be construed to create a partnership, joint venture, agent, employee, or employer relationship between the parties. Customer shall not have authority to assume or create obligations on behalf of Talky, and they shall not attempt to do so.
Headings: The headings of the sections of this Agreement shall have no substantive effect and shall not enter into the interpretation of these sections.
Choice of Law: The Agreement shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. Customer and Talky agree to submit to the personal jurisdiction of the courts located within the county of Benton, Washington.