I-Talk provides You with access to a variety of software and services as well as information, communities, forums and the like on our website (collectively, "Services"). All Services are subject to the TOU, as revised from time to time.
I-Talk and its suppliers are the sole owners of all the intellectual property, and in particular the copyright, trademarks (including, I-Talk, and all related logos), trade secrets, database and patents, in the Services. I-Talk shall retain all ownership in and to Services and, subject to the Agreement, all data transferred or received through the Services.
You shall not use the Services or I-Talk's intellectual property except as specifically authorized under Your Agreement and this TOU. Without limiting the foregoing, except as expressly authorized by applicable law or Your Agreement, You shall not modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Services. In addition, You shall not adapt or use any trademark, trade name, or domain name similar to or likely to be confused with that of I-Talk or I-Talk.com, or take any other action which infringes or impairs I-Talk's trademark rights.
Any reproduction, redistribution or use of the Services not in accordance with the Agreement and this TOU is expressly prohibited.
Certain of the Services allow You to upload or import photos and other intellectual property. By uploading or importing such intellectual property, You thereby grant to I-Talk and its subsidiaries, agents, contractors, licensees and successors in business an irrevocable, perpetual, worldwide, royalty-free, and non-exclusive license to reproduce, distribute, modify, edit, display, adapt, create derivative works from the content, for any commercial purposes, in any medium now existing or hereinafter developed, and may sublicense to a third party the same, and to use, or allow such third party to use, Your name, and likeness without Your prior approval or the payment of any compensation.
In addition, You agree that by submitting content to the site, You hereby expressly permit I-Talk, and any third party permitted by I-Talk, to identify You as the contributor of such content. You represent and warrant that You have all of the foregoing rights in the intellectual property to grant to I-Talk and its subsidiaries, agents, contractors, licensees and successors in business.
If any portion of the Services requires You to register, You must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You are responsible for any and all activities that occur under Your account.
Prohibited Use and Compliance with Laws
You shall not use the Services or any portion of Your website(s) or mobile applications for any purpose that is unlawful, unethical, prohibited by the Agreement or this TOU or that could create liability for I-Talk. You must not use the Services in any manner that could damage, disable, overburden, or impair any I-Talk server, or the network(s) connected to any I-Talk server, or interfere with any other party's use and enjoyment of any Services. You shall not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any I-Talk server or to any of the Services, through hacking, password mining or any other means. You shall not operate robots or spiders to scan I-Talk's databases or web pages. You shall not use "deep linking" to I-Talk's web pages. You may not use the Services if you are under the age of 18 without a valid parental or legal guardian consent. I-Talk reserves the right to immediately terminate the account and delete the information of any user, to the extent permitted by law, who it believes is under the age of 18.
The Services contain message and communication facilities designed to enable You to communicate with others. You agree to use the Services only to post, send, and receive messages and material that are proper and permitted by applicable law, and will not:
- Violate any patent, trademark, trade secret, copyright, right to privacy, publicity, or other proprietary right of any party.
- Reverse engineer, decompile, disassemble or translate or otherwise attempt to derive the source code of any part of I-Talk systems.
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise) or to commit fraud.
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Send or otherwise make available any inappropriate, profane, defamatory, obscene, abusive, racist, indecent or unlawful topic, name, material or information.
- Send or otherwise make available any information or material that may constitute or encourage conduct that is a criminal offense or civil wrong,
- Impersonate any person or entity or make any false statements regarding any agency or affiliation with any entity or create a false identity.
- Send files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
- Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material that is sent.
- Provide material support or resources (or conceal or disguise the nature, location, source or ownership of material support or resources) to any organization designated as a foreign terrorist organization by the U.S. government.
I-Talk has no obligation to monitor the Services. However, I-Talk reserves the right to review materials sent through the Services and to remove any materials in its sole discretion. I-Talk does not control or endorse the content, messages or information found in any Services and, therefore, I-Talk specifically disclaims any liability with regard to such content, messages or information.
Warranty Disclaimers and Limitation of Liability
EXCEPT AS EXPRESSLY WARRANTED IN THE AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS" AND I-TALK HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, IN NO EVENT SHALL I-TALK OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THIS DISCLAIMER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
EXCEPT AS EXPRESSLY WARRANTED IN THIS TOU, ALL SUCH APPLICATIONS SERVICES ARE PROVIDED "AS IS" AND I-TALK HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH APPLICATIONS’ SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
If You wish to terminate the Services for any reason, You must comply with the termination provisions set forth in the Agreement. For the Agreement that is the online EULA, I-Talk's cancellation procedure is stated here: http://www.I-Talk.com/policies/license-agreement
I-Talk reserves the right to terminate Your access to any or all of the Services at any time, without notice, for any reason whatsoever.
U.S. Government Restricted Rights
Any software which is downloaded from the Services for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in the Agreement and this TOU, as applicable. Manufacturer is I-Talk, Inc.
Procedure for Claims of Copyright Infringement
I-Talk respects the intellectual property of others, and we ask our customers to do the same. I-Talk may, in appropriate circumstances and at its discretion, terminate the account or access of customers who infringe the intellectual property rights of others.
If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide I-Talk's Copyright Agent the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that You claim has been infringed, including the URL (Web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- A description of where the material that You claim is infringing is located on the site, including the URL;
- 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 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 owner or authorized to act on the copyright owner's behalf.
I-Talk's Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
- Copyright Agent
- c/o I-Talk, Inc., Legal Department
- 7984 Forest City Road, Suite 101,
- Orlandi, FL 32810
This TOU will be governed by the laws of the State of New York, without regard to or application of conflicts of law rules or principles, and You hereby consent to the exclusive jurisdiction of the federal and state courts located in New York, New York with regard to any dispute arising out of or related to this TOU. The following require I-Talk's express prior written consent: (a) use of I-Talk's trademarks or any other intellectual property; and (b) press releases or any other publicity. If any provision of this TOU or part thereof is held to be unenforceable, that provision or part thereof will be removed, a substitute provision implied that meets as closely as possible the intent of the severed provision and the remaining provisions will remain in full force. The waiver by I-Talk of any default or breach of this TOU shall not constitute a waiver of any other or subsequent default or breach. You may not assign, transfer, or encumber this TOU, by contract or by law, in any way without I-Talk’s prior written consent; any attempted assignment, transfer, or encumbrance in violation of the foregoing shall be null and void and of no effect. No person that is not a party to this TOU shall have or acquire any rights by reason of this TOU, nor shall I-Talk have any obligation or liability whatsoever to any such person except as otherwise expressly set forth herein. This TOU constitutes the complete and exclusive understanding and agreement of I-Talk and You relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings, agreements, and communications, and or advertising with respect thereto.
Additional Terms Applicable to the use of the I-Talk Community portion of our Website.
ACCEPTANCE OF TERMS
Individual sub-communities, spaces and groups of Communities may have additional specific term and conditions that will also apply, in addition to those set forth here. I-Talk reserves the right to change, modify, add or remove portions of this Community ToU periodically. Such modifications shall be effective immediately upon posting of the modified Community ToU here. Your continued use of a Community and/or any tools, services, features and/or material (collectively, “Community Materials”) following the posting of modifications to the Community ToU will mean that You accept those changes and Your continued use of a Community will be governed by the updated Community ToU. I-Talk reserves the right at any time to modify or discontinue, temporarily or permanently, any Community (or any part thereof). I-Talk shall not be liable to You, Your entity, any other user or any third party for any such modification, suspension or discontinuance of any Community.
Communities are online communities that allow You to participate in discussions and forums related to current and future I-Talk Services. Communities may allow You to have access to applications that may interoperate with I-Talk Services (“Applications”) and to review, install and download such Applications.
All information, data, text, software, graphics, commentary data, video, messages, or any other materials whatsoever, (collectively, "Data"), is the sole responsibility of the person from whom such Data originated. You are wholly responsible for all Data You download, post or otherwise transmit via any Community. If you use a Community, You should be aware that any Data You submit there may be read, collected, and used by other users, and could be used to send You unsolicited messages. I-Talk is not responsible for the Data that You choose to submit in any Community. I-Talk shall have the right in its sole discretion to refuse, modify or delete any Data that it reasonably considers to violate the terms of the Community ToU or it deems to be otherwise illegal, offensive or indecent. I-Talk may preserve Data and may also disclose Data if required to do so by judicial or government mandate or as reasonably determined useful by I-Talk to protect the rights, property, or personal safety of I-Talk, I-Talk customers, Community users or the public. I-Talk does not control or endorse the Data posted to any Community, nor does it guarantee the accuracy or integrity of such Data and as such, You bear all risk associated with reliance on such Data. I-Talk will not be liable in any way for any loss or damage (including but not limited to any loss or damage due to an error or omission of I-Talk) incurred as the result of the use, representation or interpretation of any Data posted, transmitted or made available through Communities.
USER POSTINGS/LICENSE RIGHTS OF I-TALK
With respect to any Data stored by publicly-accessible Community features such as blogs, forums, libraries, any other data collection feature, the submitting user retains ownership of such content. In each such case, the submitting user grants I-Talk a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Data (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable license. Any Data posted by I-Talk on a Community is and shall remain the sole property of I-Talk and shall be treated as Confidential Information in accordance with the below, and may not be copied, modified, moved, translated, adapted, distributed or displayed without I-Talk’s prior written permission.
You understand and agree that in connection with Communities, You may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of I-Talk, including, but not limited to, trade secrets, contractual terms, service records, marketing and business plans and technical information, and any other information that You reasonably should know is confidential ("Confidential Information"). You agree to hold and treat all Confidential Information in confidence, shall use such Confidential Information only in connection with Your exercise of its rights and performance of its obligations hereunder and shall not, without the prior written consent of I-Talk, disclose any Confidential Information except (a) disclosure by You to its directors, officers, employees, agents and representatives, if any, on a need-to-know basis; (b) to the extent such Confidential Information becomes publicly available without breach of the Community ToU; (c) to the extent such Confidential Information becomes known to You from a source other than I-Talk, other than by breach of a confidentiality obligation; and (d) as may be required by law, applicable regulation or judicial process, provided, however, that if You are required to disclose such Confidential Information by applicable law, regulation or legal process, You shall promptly notify I-Talk of such pending disclosure and consult with I-Talk prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information.. Notwithstanding the foregoing, this section shall not prevent the communication of Confidential Information (other than contractual terms, including, but not limited to, pricing of the I-Talk Services) by the receiving party to other members of the Communities solely as part of such party’s participation in the Communities.
Trademarks or service marks of I-Talk may not be used in any manner without I-Talk’s express prior written consent. I-Talk respects the intellectual property rights of others, and requires that the people who use Communities do the same. If You believe that Your work has been copied and is accessible on this site in a way that constitutes copyright infringement, You may notify us by in writing in accordance with the Copyright Policy above.
In addition to the Restrictions set forth above, You shall ensure that You and Your users, will not do any of the following in connection with use of or access to a Community:
- make available or provide any content or information that is confidential, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable;
- damage, impair, disable, or overburden the I-Talk hosting or expert platform or in any way interfere with I-Talk’s rights or any other user’s use and enjoyment of a Community;
- sell, resell, or offer for any commercial purposes, any portion of a Community;
- impersonate any person or entity, including, but not limited to, a I-Talk official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity or collect or store personal data about other users in connection with the prohibited conduct and activities;
- upload, post, email, transmit or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (including, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, including, but not limited to confidential information received from I-Talk pursuant to the I-Talk services)
- You may not attempt to gain unauthorized access to any other accounts, computer systems or networks connected to any I-Talk servers, through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Web Sites or Materials;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- use information obtained from a Community (1) to compete with products and services offered by I-Talk or (2) for any other purpose other than for Your relationship with I-Talk.
- send or otherwise make available any information or material that may constitute or encourage conduct that is a criminal offense or civil wrong, e.g. insider trading information about a company or proprietary or confidential information of a third party;
- falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material that is sent; or
- provide material support or resources (or conceal or disguise the nature, location, source or ownership of material support or resources) to any organization designated as a foreign terrorist organization by the U.S. government.
I-Talk may enforce the terms of this Community ToU by any legal means, including, but not limited to, warning You of violations, terminating Your ability to use a Community (in full or in part), editing or removing content You post to a Community or prohibiting any behavior that does not comply with this Community ToU. You warrant to I-Talk that You will not use Communities or any of the content obtained from the I-Talk Communities for any use prohibited by this Community ToU or otherwise unlawful.
You agree that You bear all risks associated with using or relying on Applications, Data or content on Communities. I-Talk does not warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any Application(s), Data or content on Communities and as such, You should perform all the necessary research to determine the risk of using a third party Application, relying on any third party content or Data from Communities (including but not limited to data privacy or security assessments). You acknowledge that I-Talk may or may not moderate or pre-screen Data or other user’s Data.
You agree to indemnify and hold I-Talk and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of or related to Data You submit to or publish on Communities, (ii) Your use of Communities, (iii)Your breach of the terms and conditions of this Community ToU and (iv) Your alleged violation of any rights of a third party in connection with Your use of Communities. I-Talk may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification. The assumption of such defense or control by I-Talk, however, shall not excuse You from any of Your indemnity obligations.
FORWARD LOOKING STATEMENTS
Some of the information on Communities may contain projections or other forward-looking statements regarding future events or the future financial performance of I-Talk. Words such as "expects," "goals," "plans," "believes," "continues," "may," and variations of such words and similar expressions identify forward-looking statements. In addition, any statements that refer to or may imply future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. All such statements that are not historical facts are based on our current expectations and are subject to a number of risks and uncertainties, and the actual events or results may differ materially. Please refer to the I-Talk’s filings with the Securities and Exchange Commission, specifically, our most recent earnings release and our most recent Form 10-Q or Form 10-K for more information on the risk factors that could cause the actual results to differ materially from those contained in our forward-looking statements.