Talkz Terms of Service
The Following Terms Covered in this Agreement Define the Customer’s Acceptable Use of Talkz:
VERY IMPORTANT – PLEASE
READ THIS AGREEMENT CAREFULLY
The following Terms, expressions and acronyms shall have the following meanings:
Agreement: End User License Agreement; this agreement may be amended or renewed without notice at the sole discretion of Talkz, Inc. The most current version of Talkz EULA can be found here: http://www.Talkz.com/TOS
Audio: The resulting audio file converted from text into speech
Carrier: Your mobile service, text message, email and data provider. Ex. Verizon or AT&T
Customer: You are the customer and the sole user of Talkz on your personal device
Talkz: Any version of a mobile application which runs on the Customer’s mobile or other electronic device capable of sending text messages or any other form of electronic message, which may be read aloud, to Customer through the use of Talkz or other sanctioned software
EULA: End User License Agreement also referred to as Agreement, License Agreement or License
Text message or Electronic message: Text message or other message sent to your mobile phone
TOS: Terms of Service may also be referred to as Terms or Service Terms
1. MOST IMPORTANT – Talkz, Inc. and the Talkz Platform are meant for Entertainment Purposes, and the Talking Stickers contained within the Talkz are IMPERSONATIONS meant soley for the purpose of PARODY and ENTERTAINMENT. Talking Stickers are User-Genereated, meaning, they are not necessarily created, endorsed, screened or promoted by the Talkz Team or any Talkz Employee. USE AT YOUR OWN RISK! Inc. is not responsible for the actions of any individual or any accident that results while using or attempting to use Talkz software. Talkz is to be used for productivity and entertainment purposes only. Talkz, Inc. is not responsible for any personal physical, mental or spiritual injury, damage, health problem, chronic ailment, malady or any other property or personal injury or damage that may occur while using or attempting to use the software. FAILURE OF THE SOFTWARE DOES NOT CONSTITUTE AN OPORTUNITY TO HOLD Talkz, Inc. LIABLE FOR ANY DAMAGES. THE USER AND THE USER ALONE IS RESPONSIBLE FOR THE CONSEQUENCES OF USING Talkz
1a. Purchasing: Talkz contains “In-app purchases” of celebrity voices, voice clones and music. When an “In-app purchase” is made, it unique to the device it was purchased from.
1b. Pricing: Talkz, Inc. may offer purchases within the app (“In-app purchases”). Talkz, Inc. makes Talkz available free for download. Talkz, Inc. reserves the right to charge for in-app purchases as part of an application upgrade. Pricing may change at any time without notice and customer is free to cancel at any time. Talkz, Inc. may discount this pricing at their sole discretion without notice. Talkz, Inc. may also offer quantity-based discounts. All prices are reflected in US dollars. Pricing may vary in different markets and at different times. Talkz, Inc. is not responsible for exchange rate fluctuations or fees that may increase or decrease the purchase price.
1d. Talkz is a free application, and the user (you) agrees to use application in a positive manner. Messages or posts that are advertisements, spam, include lewd content or are libelous toward our company will be removed immediately, and Talkz, Inc. reserves the right to pursue remedies and damages as a result of inflammatory comments.
2. Eligibility: Talkz. Inc. is not available to persons under the age of 13 or to any users previously suspended or removed from Talkz by Talks, Inc. BY DOWNLOADING, INSTALLING OR OTHERWISE USING Talkz, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM Talkz. The content in Talkz is only available for personal, non-commercial use for end users only, any other use is prohibited. Commercial use is allowed only with written permission from Talkz, Inc.
3. License and Restriction: You do not own Talkz software or any output from our software or platform. You are licensed to use Talkz for personal use strictly in the manner prescribed by this document.
3a. Grant of License: You are granted a non-exclusive right to use Talkz through a mobile phone only.
3b. No Granting of Rights to Third-Parties: This license specifically prohibits You from downloading and selling, subletting or otherwise offering Talkz on Your site or redistribution of Talkz or any portion thereof in any manner and to any degree. Torrents of Talkz or Talkz, Inc. software are expressly prohibited. Talkz, Inc. reserves the right to seek monetary damages, copyright infringement and/or prosecute any person or party who offers Talkz for download in any way.
3c. No Resale: Any transfer or resale of Talkz is prohibited. You may not use the audio files or other output from Talkz for any purpose other than personal use. You may not attempt to record the audio files in any manner, including with the device itself or with any third party software without the written permission of Talkz, Inc.
3d. Limitations on Use: You may not install, copy, modify, or distribute Talkz (electronically or otherwise) on Your computers, or make any copy, adaptation, transcription, or merge any portion thereof, except as expressly authorized by Talkz, Inc. in a separate written agreement signed by Talkz, Inc. You may not reverse assemble, reverse compile, or otherwise translate Talkz.. If You copy or modify Talkz in any way not expressly authorized by Talkz, Inc., Your license is automatically terminated. You may not provide services to third parties using Talkz. You may not distribute the audio files created using Talkz.
3e. Exclusive Ownership: Talkz, Inc. shall have sole and exclusive ownership of Talkz, in both object code and source code, all media and documentation relating to Talkz, (including their development, or their operation, testing or use, and all reports and copies thereof), and all intellectual property rights associated therewith (including, without limitation, trademarks, rights to copyrights, trade secrets, or know-how). Any and all intellectual property rights including trademarks, patents, the Talkz Website, the Talkz.com Website, promotional material, videos, audio files, presentations, marketing collateral, flyers, etc, shall remain the exclusive property of Talkz, Inc.
3f. No Removal of Notices: You agree not to remove, alter, obscure or make unclear any notices or indications of the intellectual property rights of Talkz, Inc. whether these notices are built in to applications, packaging, promotional material, Web content, or any other materials.
4. What You should expect from Talkz
4a. NO WARRANTY – AS IS: Talkz, Inc. does not warrant Talkz. Since Talkz performance is dependent on the user, his/her mobile phone and the carrier’s connection, Talkz, Inc. does not warrant that Talkz will perform substantially in accordance with the end-user documentation. Talkz, Inc. does not warrant that Talkz will be error-free in all circumstances. Talkz, Inc. makes no claim guaranteeing the user will be able to communicate with the service without outages, disruptions, delays or other communication-related problems. Talkz, Inc. does not guarantee that messages sent via the Talkz will arrive at the correct destination or will be transcribed accurately.
4b. Utilization and Multiple-Platforms: Talkz, Inc. is not responsible for negative performance or battery drain resulting from the installation of the Talkz application. Since Talkz is offered on multiple-platforms, Talkz, Inc. does not guarantee Talkz to work on all every platform that is called a supported platform. Any claim that Talkz supports a platform or a firmware is merely speculative. We do not guarantee Talkz will work on ANY supported platform or firmware. This is because the platforms and firmware are NOT developed by Talkz, Inc. and these platforms may be changed without our knowledge.
4c. Modification of Platform is At YOUR OWN RISK: In the event that Talkz is not sanctioned by a platform, operating system or firmware, Talkz, Inc. does NOT encourage the user to alter their device or platform in order to attempt to use Talkz. Talkz, Inc. is NOT liable for any damages that may result from a user changing, unlocking, “Jailbreaking” or otherwise altering their mobile device’s platform, operating systems, firmware or hardware.
4d. New Versions of Talkz: Talkz, Inc. reserves the right to add or remove functions, features, or to provide updates, upgrades, programming fixes, etc. to Talkz. Talkz, Inc. has no obligation to inform You of any changes made to Talkz. You may be required to enter a new agreement with Talkz, Inc. to use a different version of Talkz.
4e. Exclusion of Consequential Damages: In no event shall Talkz, Inc. be liable to You for any consequential, indirect, special, or incidental damages, even if Talkz, Inc. has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
4f. Suspension or Termination of Services: Talkz, Inc. may in its sole discretion suspend and/or terminate Your ability to use Talkz for any reason without notice. Talkz, Inc. may in its sole discretion suspend and/or terminate the ability to use any version of Talkz in order to make system upgrades, do routine maintenance or for any other reason. Talkz, Inc. may disable previous or beta versions of the Talkz software at any time and without notice.
4g. Forced Upgrade: Talkz, Inc. may force an upgrade by discontinuing service or support to any version of its Talkz software without notice. If users wish to continue service they may optionally download the latest supported version of Talkz
4h. Not For Emergency Use: Talkz is not intended to be used to relay emergency messages of any kind. Talkz makes no claim that it will work effectively in case of emergency. Talkz is not a replacement for any current emergency, automated emergency or other emergency or crisis telephone system, hardware or software.
5. What Talkz expects of You
5a. Use for Lawful Purposes ONLY: You agree to use Talkz for lawful purposes only. You may at no time or for any reason use any type of spider, malware, virus, worm, Trojan-horse, time-bomb, adware, Web service, telnet, console, decompiler, or any other software, hardware or combination thereof in order to reverse engineer, alter, distort, delete, launch a denial of service (DOS) attack, damage or interrupt Talkz. You may not use any of the aforementioned methods to send any solicited or unsolicited messages, emails or other forms of communication to Talkz users.
5b. Representations: By agreeing to these Terms, You represent and warrant that You are authorized to enter into and comply to the entire agreement. You also agree that at any and all times you will meet Your obligations as outlined in these Terms, as well as any laws, regulations, and polices that may supersede and/or apply to Talkz, Inc.
5c. Indemnification: You agree to indemnify, save, and hold Talkz, Inc., its affiliated companies, contractors, employees, agents and its third party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of Talkz, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Talkz, Inc. reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Talkz, Inc., and you agree to cooperate with Talkz, Inc.’s defense of these claims. Talkz, Inc. will use efforts it deems reasonable to notify you of any such claim, action, or proceeding upon becoming aware of it.
5d. Utilization of Your Mobile Device and/or Computer: In the case that Your use of Talkz is dependent on a mobile device, computer or other device which is owned by a third party, you agree to obtain the consent of that third party. By accepting this agreement, you represent and warrant that you have already obtained such consent.
5e. Export Restrictions: You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under this Agreement are contingent on your compliance with this provision.
5f. Consequences of Use: You agree that Talkz, Inc. will not be held responsible for any consequences resulting from the use, misuse or attempted use of Talkz. In the case that you choose to read a message you received aloud, You will not hold Talkz, Inc. responsible for Talkz reading any of Your messages aloud. You will not hold Talkz, Inc. responsible for any monetary or emotional loss resulting from Talkz reading a message aloud, a spouse or significant other’s reaction to a message or any secret or confidential information uttered by the program when You are in the presence of others.
5g. Data Loss and Security: While Talkz, Inc. takes measures to help reduce the risk of data loss and/or security breach, You agree that Talkz, Inc. will not be held responsible for the loss of any data or the unauthorized transfer of Your personal information to hackers, crackers or individuals using packet sniffers to reconstruct data. You must agree that any data, encrypted or unencrypted sent over the Internet is never guaranteed by Talkz, Inc. to be secure.
5h. Offensive Content: You recognize that You are responsible for the content that is converted into text and/or audio by Talkz. Talkz, Inc. does not create the content of the messages or the speech input where the audio can be played aloud by Talkz, therefore, You agree that Talkz, Inc. will not be held responsible for any offensive, hateful, lewd, racist, politically incorrect, sexually explicit, libelous or otherwise undesirable text or audio content. The content read by Talkz is provided through Your mobile carrier by way of text message and/or other electronic messages. Talkz, Inc. is not responsible for any content read by our software or for the content of any of our sponsor’s messages. You may also not use Talkz software to expose any minors or ANY willing or unwilling third parties to offensive content.
5i. Carrier Charges: You recognize that You are responsible for paying all roaming charges, data charges, text message (SMS) charges, plan charges, overage charges and any other possible charges that result because of the use of Talkz. You agree to pay all charges to your Carrier and that Talk, Inc. is NOT responsible for paying any charges from your Carrier.
6. Term, Termination and Updates
6a. Term: This agreement is effective as of the Effective Date and will remain in effect until terminated either by Talkz, Inc., or You. Any additional Terms will be effective as of the date on which they are accepted by You, or when you use Talkz. Using Talkz constitutes your acceptance of any and all Terms set out by Talkz, Inc.
6b. Termination: You agree that Talkz, Inc. in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with Talkz, Inc. or your use of Talkz and remove and discard all or any part of your account, User profile, and any User Content, at any time. Talkz, Inc. may also in its sole discretion and at any time discontinue providing access to the Talkz, or any part thereof, with or without notice. You agree that any termination of your access to Talkz or any account you may have or portion thereof may be effected without prior notice, and you agree that Talkz, Inc. will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Talkz, Inc. may have at law or in equity. As discussed herein, Talkz, Inc. does not permit copyright infringing activities on Talkz, and will terminate access to talkz, and remove all User Content or other content submitted by any Users who are found to be repeat infringers. If you believe your rights are being infringed, please send an email immediately to [email protected] and we will prompty review the content or user in question. If your rights are deemed to be infringed, we will remove the infringing content within 10 business days.
7. Disclaimers; No Warranties
7a. No Warranties: TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Talkz, Inc,, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Talkz, Inc. OR THROUGH Talkz WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEGE THAT THE TERM Talkz, Inc. INCLUDES Talkz, Inc.’s OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
7b. "As is" and "As available" and "With All Faults": YOU EXPRESSLY AGREE THAT THE USE OF Talkz IS AT YOUR SOLE RISK. Talkz AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT (INCLUDING COMMERCIAL CONTENT), REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH Talkz ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
7c. Platform Operation and User Content: Talkz, Inc. ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, CONTENT (INCLUDING COMMERCIAL CONTENT), FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR Talkz OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
7d. Accuracy: Talkz, Inc., ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF Talkz IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
7e. Harm to Your Mobile Device or Computer: YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH Talkz OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
8: Limitation of Liability and Damages
8a. Limitation of Liability: UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL Talkz, Inc. OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS (INCLUDING USER CONTENT AND COMMERCIAL CONTENT) ON Talkz OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH Talkz, Inc., EVEN IF Talkz, Inc. OR A Talkz, Inc. AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8b. Limitation of Damages: IN NO EVENT WILL Talkz, Inc. OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF Talkz OR YOUR INTERACTION WITH OTHER Talkz USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING Talkz DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
8c. Basis of the Bargain: YOU ACKNOWLEDGE AND AGREE THAT Talkz, Inc. HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND i Talkz, Inc., AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Talkz, Inc. Talkz, Inc. WOULD NOT BE ABLE TO PROVIDE Talkz TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
8e. Waiver: The failure of Talkz, Inc. to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Talkz, Inc.
9a. Modification of this End User License Agreement: Talkz, Inc. reserves the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check these Terms and any Guidelines periodically for changes. You may find them at http://www.Talkz.com/TOS Your continued use of Talkz after the posting of changes constitutes Your binding acceptance of such changes. For any material changes to these Terms, such amended Terms will automatically be effective thirty days after they are initially posted on the Talkz website. We will always make a reasonable effort to notify You if we do change the Agreement.
9b. Prevention of Unauthorized Use: Talkz, Inc. reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of Talkz, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use.