Service Agreement for Talnetics

Last updated: May 21, 2021

This Agreement (the “Agreement”) is a binding legal agreement between Talnetics, Inc., (“Talnetics”, “we”, “us” or “our”), and the person (“you” “your”) being a registrant on the Talnetics Platform (“the Talnetics Platform”) and additionally a subscriber to the premium Talnetics service (“Talnetics Pro”) and applies to your use of services available to subscribers to a Talnetics Pro Plan (“the Talnetics Pro Account Services”).

The Agreement shall be read in conjunction with other agreements pertaining to your registration on the Talnetics Platform including, without limitation, the Talnetics Terms & Conditions, the Talnetics Privacy Policy (as they appear at any time) and any other agreement you have entered into with Talnetics (collectively referred to as “Talnetics Agreement(s)”) and the terms and conditions of Talnetics Agreements are hereby incorporated into and made a part of this Agreement. To the extent there is a conflict between this Agreement and the Talnetics Terms & Conditions and/or the Privacy Policy and/or any other Talnetics Agreement, the terms of this Agreement shall take precedence to the extent only that the matter relates to our provision to you of Talnetics Pro Account Services.

1. Your Acceptance of this Agreement and Talnetics’s Right to Modify this Agreement

(a) You must accept all of the terms and conditions contained in this Agreement before activating your Talnetics Pro Plan, accessing, or using the Talnetics Pro Account Services. Your completing purchase of Talnetics Pro presented to you on the App Store indicates your acknowledgment that you have read, understand, and accept this Agreement. If you do not accept this Agreement, you may not access or use any of the Services designated by Talnetics for subscribers to a Talnetics Pro Plan.

(b) Talnetics may modify this Agreement from time to time by posting the modified version on the Talnetics website and/or the Talnetics Platform. Our right to modify this Agreement includes the right to add, remove, or amend the terms hereof. When this Agreement is modified, we will also modify the “Effective as of” date set forth at the beginning of this Agreement.

(i) If and when we modify this Agreement, we will send you Notice, pursuant to Section 12, below, of such modification at least five (5) calendar days prior to its effective date. If you do not accept any modification we have made, your only recourse is to terminate your subscription to Talnetics Pro as provided in Section 2(e), below, within five (5) days of our having sent you Notice of such modification.

(ii) Your failure to terminate your subscription to Talnetics Pro pursuant to Section 1(b)(i), above, and as provided in Section 2(e), below, or your participation in any Talnetics Pro Account Services that are limited exclusively to subscribers of Talnetics Pro after the “Effective as of” date of any modification we may make to this Agreement, constitutes your agreement to be bound by all such modifications.

2. Term and Termination

(a) Subject to the provisions of Sections 2(b) and 2(c), below, the term of this Agreement shall commence on the date you purchase Talnetics Pro and shall remain in full force and effect during the Subscription Term, or until terminated. This Agreement will automatically renew at the end of each Subscription Term for another Subscription Term of the same length unless you terminate your Talnetics Pro account prior to the end of such Subscription Term. The Subscription Fees applicable to such renewal shall be set at Talnetics’s then-current rate for Subscription Fees applicable to the then level of your Talnetics Pro subscription with Subscription Fees charged unless and until you terminate your subscription to Talnetics Pro. You may terminate your subscription to Talnetics Pro, at any time, for any reason, in the manner provided in Section 2(e), below.

(b) Notwithstanding the foregoing, and without limiting Talnetics’s other rights and remedies set forth in this Agreement, Talnetics reserves the right, in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability, to restrict, suspend, or terminate your access to or use of all or any part of Talnetics Pro and/or to take technical and/or legal steps to prevent you from accessing and/or using the Talnetics Pro Account Services. In no event shall Talnetics be liable to you or to any third party should Talnetics exercise this right from time to time.

(c) Upon any termination or expiration of your subscription to Talnetics Pro whether pursuant to Section 1(b)(i), 2(a) or 2(b), above, you will no longer have access to or the benefit of the features available exclusively to Talnetics Pro subscribers. Without limiting the generality of the foregoing, upon expiration or termination of your subscription to Talnetics Pro, Talnetics may remove your content from any monetization opportunity that is exclusively reserved for Talnetics Pro subscribers (and you shall not be eligible for fees applicable to Talnetics Pro subscribers for any monetization opportunity, either prior to or after the time of such expiration or termination); provided, however, that your content may, nonetheless, continue to be available for participation in services that are not limited to subscribers to the Talnetics Pro Account Services.

(d) No termination of your subscription to Talnetics Pro pursuant to this provision shall affect any license for your Content, issued through or by means of any applicable Talnetics Agreement and that commenced prior to such termination.

(e) To terminate your subscription to the Talnetics Pro Account Services, you must complete the process to manage your subscription via the point of purchase (for example, the App Store).

(f) In the event that you terminate your subscription to Talnetics Pro your account will transition back to a non-premium registration with the Talnetics Platform unless you act to delete that registration by following the instructions in “Settings” in the Service. Talnetics will transition your account to non-premium registration by modifying your Content according to Talnetics policies and procedures and you hereby give permission for Talnetics to make those modifications to your account acknowledging that you may then operate and modify your non-premium account in accordance with the Talnetics Terms & Conditions applicable to non-premium registrations.

(g) Your and our rights and obligations set forth in Sections 2, 5, 6, 7, 8, 11, 12, 14, and 16, and any right or obligation either you or we have in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, shall survive any such termination or expiration.

3. Talnetics Pro Account Services

The subscription plan for Talnetics Pro you select for purchase (“Talnetics Pro Plan”) and the terms and conditions of this Agreement define the features of Talnetics Pro that you may access and use and the applicable fees (“Subscription Fees”) for your Talnetics Pro Plan. Your subscription to Talnetics Pro and the Services applicable to that subscription may be chosen by you as a monthly, six-monthly or annual subscription or for such other period as Talnetics may designate (each, a “Subscription Term”).

All information regarding your Talnetics Pro Plan, applicable Talnetics Pro Account Services and applicable Subscription Fees can be seen and are described on the Talnetics Pro Purchase Screen(s) in the Talnetics Platform, or further described on the Talnetics website, as applicable at that time.

4. Fees; Payment

All Subscription Fees applicable to the Talnetics Pro Plan are subject to change and all Subscription Fees shall be as set forth at the time you select a Talnetics Pro Plan. You may make payment of applicable Subscription Fees by any payment method Talnetics designates for such purpose at that time. Talnetics reserves the right, in its sole discretion, to modify the Subscription Fees or payment methods. All amounts due to Talnetics pursuant to this Agreement shall be paid by you immediately upon the effective date of your Talnetics Pro Plan and, if applicable, in accordance with any renewal period.

5. Privacy Policy

Your use of Talnetics Pro and the Talnetics Pro Account Services is subject to Talnetics’s Privacy Policy, as it may be modified from time to time, and is incorporated into this Agreement by reference. Please review Talnetics’s Privacy Policy to understand our practices with respect to your privacy.

6. Proprietary Rights

All rights, title, and interest in and to Talnetics Pro, the Talnetics Platform, and the Talnetics Pro Account Services, including, but not limited to, all intellectual property rights therein, are and will remain the exclusive property of Talnetics and its licensors. You shall not (a) copy, modify, or create derivative works based on Talnetics Pro, the Talnetics Platform, or the Talnetics Pro Account Services; (b) distribute, transfer, sublicense, lease, lend, or rent Talnetics Pro, the Talnetics Platform, or the Talnetics Pro Account Services to any third party; (c) reverse engineer, decompile, or disassemble Talnetics Pro, the Talnetics Platform, or the Talnetics Pro Account Services; or (d) make the functionality of Talnetics Pro, the Talnetics Platform, or the Talnetics Pro Account Services available to multiple users through any means.

7. Indemnification

You agree to indemnify, defend, and hold harmless Talnetics and its officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of this Agreement. Talnetics reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Talnetics in the defense of such matter.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Talnetics OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Talnetics HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Talnetics’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO Talnetics FOR THE SERVICES IN THE LAST TWELVE MONTHS, IF ANY.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. Any dispute arising out of or relating to this Agreement or the Services will be subject to the exclusive jurisdiction of the courts located in San Francisco, California, and you hereby submit to the personal jurisdiction of such courts.

10. Miscellaneous

(a) This Agreement constitutes the entire agreement between you and Talnetics with respect to your subscription to Talnetics Pro and use of the Talnetics Pro Account Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Talnetics with respect to such subject matter.

(b) If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

(c) Your rights and obligations under this Agreement may not be assigned or transferred by you without Talnetics’s prior written consent, and any attempt to do so without such consent will be null and void. Talnetics may assign or transfer its rights and obligations under this Agreement without restriction.

(d) The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

11. Notice

Talnetics may provide you with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the Talnetics Platform. Notice will be deemed given twenty-four hours after email is sent, unless Talnetics is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing.

12. Contact Information

If you have any questions about this Agreement or the Services, please contact Talnetics at support@Talnetics.com.