Terms of service

WWW.TALKTOSHARE.COM IS A RESPONSIVE, NETWORKING PLATFORM AND APPLICATION (“PLATFORM”, “WEB APPLICATION”, “APPLICATION”).  ASSOCIATED DOMAINS INCLUDE XPERTCONNECTION.COM AND TALKTOLINK.COM. TALKTOSHARE, LLC, A PENNSYLVANIA, USA, COMPANY ("TTSL," "WE," "US," "OUR" OR “COMPANY) IS THE OWNER OF WWW.TALKTOSHARE.COM, XPERTCONNECTION.COM, TALKTOLINK.COM, AND LOLORU.COM.

PLEASE CAREFULLY READ THESE "TALKTOSHARE® SERVICE TERMS AND CONDITIONS, PRIVACY POLICY, AND SUBSCRIPTION AGREEMENT" ("AGREEMENT") BEFORE USING TALKTOSHARE.COM, XPERTCONNECTION.COM, TALKTOLINK.COM, OR LOLORU.COM AND/OR SERVICES AND CONTENT PROVIDED BY THE COMPANY.  THESE COLLECTIVELY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU (“USER”, “MEMBER”) INCLUDING ANY FREE SUBSCRIBER, FREE TRIAL USER, OR PURCHASER OF ANY TALKTOSHARE® SERVICE REQUIRING PAYMENT OF A FEE, AND TTSL.

THE APPLICATION ALSO INCLUDES AN ONLINE PLATFORM THROUGH WHICH MEMBERS WHO ARE EXPERTS MAY OFFER INFORMATION AND ADVICE TO MEMBERS WHO ARE SEEKING SUCH ADVICE.  YOU UNDERSTAND AND AGREE THAT TTSL IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MEMBERS. TTSL HAS NO CONTROL OVER THE CONDUCT OF MEMBERS OR OTHER USERS OF THE PLATFORM, APPLICATION AND SERVICES OR ANY INFORMATION PROVIDED IN CONNECTION THERETO, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

BY CHECKING THE "I ACCEPT" BOX YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF TTSL TERMS AND CONDITIONS. THIS AGREEMENT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR MEMBERSHIP AND SUBSCRIPTION TO THE TALKTOSHARE® PLATFORM AND SUBSCRIPTION SERVICE(S) THAT YOU HAVE SELECTED, AND YOUR USE OF AND ACCESS TO ANY SERVICE PROVIDED BY TTSL THROUGH THE TALKTOSHARE® SUBSCRIPTION SERVICE OR THE TALKTOSHARE® PLATFORM. AS USED HEREIN, "SERVICES" INCLUDES ANY VERSION OF THE TALKTOSHARE® SUBSCRIPTION SERVICES, SERVICES PROVIDED TO CONNECT MEMBERS WITH OTHER MEMBERS WHO ARE EXPERTS WITH SUBJECT MATTER EXPERTISE, AS WELL AS DOWNLOADS OR OTHER SERVICES PROVIDED BY TTSL THROUGH THE TALKTOSHARE® SUBSCRIPTION SERVICE OR THE TALKTOSHARE® PLATFORM. IF YOU DO NOT AGREE TO THE TERMS OF THIS SUBSCRIPTION AGREEMENT, YOU SHOULD NOT CHECK THE “I ACCEPT" BOX AND STOP THE SUBSCRIPTION REGISTRATION PROCESS AND DO NOT USE THE PLATFORM.

www.talktoshare.com and TTSL may modify this Agreement or any part hereof at any time in its absolute discretion. Therefore, you are encouraged to check the terms of this Agreement frequently. By using the platform after any modifications to this Agreement have been made, you agree to be bound by such modified Agreement.

DEFINITIONS

“Appointment” means a scheduled telephone call coordinated via the Services between Members in connection with and subject to the terms of a Listing.

“Content” means text, graphics, images, music, software (including the Application), audio, video, information or other materials. that TTSL makes available through the Application, or Services, including any Content licensed from a third party, as well as all content that a member posts, uploads, publishes, submits or transmits to be made available through the Application or Services and includes, without limitation, Listings. 

“Expert” means a Member who offers information and advice to other Members and creates a Listing via the Application or Services.  A Member may be deemed to be an expert based on credentials and/or deep experience in one or more combination of categories, topics, and hashtags offered by TTSL.

“Listing” means an offer by an Expert to provide the Services via the Application.

“Member” means a person who completes TTSL’s account registration process as described under “User Account Registration” below, and includes, without limitation, Experts Seekers, and other members.

“Seeker” means a Member who uses the Site, Application or Services to access information and advice from other Members.

“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes.

"Services" includes, without limitation, use of the Platform or Application, any service Company performs for you and the Content (as defined below) offered by Company on the Platform.

Certain areas of the Application (and your access to or use of certain aspects of the Services or Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Application, Services, or Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Application, Services, or Content.

ACCESS TO THE SERVICES

The Talktoshare.com Platform and domain name and any other linked pages, features, content, or application services (including without limitation any mobile application services) offered from time to time by Company in connection therewith are owned and operated by Company. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services, as described more fully on the Platform, and that have been selected by you (together with the Platform, the "Services"), solely for your own use, and not for the use or benefit of any third party. Company may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Company reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Platform, or by sending you a notice via email. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

Company does not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow such persons to register for the Services. If you are under 18, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 may provide any personal information to Company or on the Services. In the event that we learn that we have collected personal information from an individual under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about an individual member under 18, please contact us at legal@talktoshare.com.

You represent and warrant to Company that: (i) you are an individual (i.e., not a corporation) and you are of legal age to form a binding contract or have your parent’s permission to do so, and you are at least 18 years or age or older; (ii) all registration information you submit is accurate and truthful; (iii) you are solely and fully liable for all conduct, postings and transmissions that are made under your user name and password, and (iv) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

By subscribing to or accessing any paid Service, you are representing to us that you are authorized to use PayPal or the credit card you submit for payment regardless of your domicile, United States or any other country. If you are a parent or guardian paying on behalf of a minor or other person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, any charges associated with that person's use of any of the Services, and that person's compliance with this Agreement. You agree to take such steps as are appropriate to ensure such compliance and will indemnify and hold TTSL and its affiliates and distribution and syndication partners harmless from any breach of this Agreement.

Our Application uses cookies.  By using our Platform and agreeing to these terms of use, you consent to our use of cookies in accordance with the terms of our Privacy Policy / cookies policy.  

USER NAME AND PASSWORD

When you, the member, create and open an account with www.talktoshare.com, you will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, user name and/or password. You may not use the account, username or password of someone else at any time. You will immediately notify legal@talktoshare.com any unauthorized use of member’s password, user name, e-mail, or any other breach of security. Company encourages member to change their password periodically. Company will not be liable for any loss that you incur as a result of someone else using your account or your password, either with or without your knowledge. Company will hold you liable and responsible for any losses incurred by Company due to someone else’s use of your account or password.

SOCIAL NETWORKING SERVICES

You may enable or log in to Talktoshare.com via various online third party services, such as social media and social networking services like Facebook, LinkedIn, or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the Platforms of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and our use, storage and disclosure of information related to you and your use of such services within Talktoshare.com (including your friend lists and the like), see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and we shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

In addition, we are not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. We enable these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

PLATFORM AND SERVICES CONTENT

The Platform, the Services, and their contents are intended solely for the use of Services members and may only be used in accordance with the terms of this Agreement. All Services performed (including, but not limited to text, graphics, articles, photographs, images, illustrations, podcasts, videos—also known as the "Content," and which includes User Submissions (as defined below)—are protected by copyright. You will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the Company, and (ii) in any way that violates any third party right.

The Platform and the Services are protected by copyright as collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.

TTSL CONTENT AND MEMBER CONTENT LICENSE

Subject to your compliance with the terms and conditions of these Terms, TTSL grants you a limited, non-exclusive, non-transferable license, to (i) access and view any TTSL Content solely for your personal and non-commercial purposes and (ii) access and view any member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Application, Services, or collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TTSL or its licensors, except for the licenses and rights expressly granted in these Terms.

USER GENERATED CONTENT

TTSL may, in our sole discretion, permit members to post, upload, publish, submit or transmit member Content. By making available any member Content on or through the Application and Services, you hereby grant to TTSL a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such member Content on, through, or by means of the Application and Services. TTSL does not claim any ownership rights in any such member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such member Content.

In the course of using the Services, you and other members may provide such information which may be used by Company in connection with the Services and which may be visible to certain other members. In these terms of use, “user generated content” and "content" means material (including without limitation text, images, audio material, video material, and audio-visual material), and content of conversation (including without limitation text or instant messages, webmail messages, email messages, audio conversations, audio-video conversations, and audio-video broadcasts) that you or another member submit to or conduct from our Platform, for whatever purpose.

You acknowledge and agree that you are solely responsible for all member Content that you make available through the Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all member Content that you make available through the Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to TTSL the rights in such member Content, as contemplated under these Terms; and (ii) neither the member Content nor your posting, uploading, publication, submission or transmittal of the member Content or TTSL’s use of the member Content (or any portion thereof) on, through or by means of the Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You understand that by posting information or Content on the Platform or otherwise providing content, materials or information to Company or in connection with the Services (collectively, "User Submissions"), Company hereby is and shall be granted a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sub-licensable and transferable right to fully exploit such User Submissions (including all related intellectual property rights) in connection with the Services, the Platform, and Company's (and its successors' and assigns') business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels; however, Company will only share your personally identifiable information in accordance with Company's privacy policy in effect from time to time. You also hereby do and shall grant each member of the Services a non-exclusive license to access your public User Submissions through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Services and under this Agreement. Furthermore, you understand that Company retains the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to Company does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.

You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content. You understand that Company cannot guarantee the identity of any other members with whom you may interact in the course of using the Services. Additionally, Company cannot guarantee the authenticity or accuracy of any data which members may provide, orally or in writing, about themselves or any discussion topics. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting there from.

TTSL’s role is solely to facilitate the availability of the Application and Services and to provide services related thereto. TTSL does not provide and is not responsible for member Content or any information or advice exchanged between members during Appointments or otherwise. TTSL does not verify the credentials of any of its members. You understand and acknowledge that experts are not employees or agents of TTSL but are independent service providers using the Application and Services to market their expertise to other members. You acknowledge that TTSL will not be liable for any loss or damage caused by your reliance on information provided by members or information contained in member Content.

PLEASE NOTE THAT, AS STATED ABOVE, THE APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE MEMBER INTERACTION. TTSL CANNOT AND DOES NOT CONTROL OR GUARANTEE THE CONTENT CONTAINED IN ANY LISTINGS OR THE INFORMATION EXCHANGED BETWEEN MEMBERS VIA THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT TTSL IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND INFORMATION PROVIDED UNDER THE SERVICES. ACCORDINGLY, ALL MEMBERS USE THE APPLICATION AND SERVICES AT THEIR OWN RISK.

Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

You will not transmit, upload, email, post or otherwise make available through the Service or any Site: (i) any “junk mail”, “spam”, or any other types of unsolicited email or bulletin board postings; or (ii) any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable material of any kind, or (iii) any material or information that may result in commercial transactions with monetary implications using the Services..

Company may elect, but is not required, to review your personal profile and amend any typing or spelling errors. Company does not examine the validity or accuracy of the details in your personal profile or in any of your postings or transmissions. Without derogating from the above or any other term of this Agreement, Company may, in its absolute discretion, refuse to post, transmit or remove any Content uploaded by you and/or remove any Content violating this Agreement. You will bear all the risks associated with the uploading and transmitting of material while utilizing a Site and/or Talktoshare.com’s Services, including reliance on its accuracy, reliability or legality.

RESTRICTIONS

You warrant and represent that your user Content will comply with these terms of use.

Your user Content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).  

Your user Content (and its publication on our Platform) must not:

(a)    Be libelous or maliciously false;
(b)    Be obscene or indecent;
(c)    Relate to products that are sexual or pornographic in nature, alcoholic products, tobacco products or other products that are unlawful in any manner
(d)    Infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right of any third party;
(e)    Infringe any right of confidence, right of privacy, or right under data protection legislation;
(f)    Violate any law, statute, ordinance or regulation;
(g)    Impersonate any person or entity, including without limitation any employee or representative of Company, or make any false statement regarding his or her employment, agency or affiliation with any person or entity;
(h)    Constitute negligent advice or contain any negligent statement;
(i)    Constitute an incitement to commit a crime or any terror-related event;
(j)    Be in contempt of any court, or in breach of any court order;
(k)    Be in breach of racial or religious hatred or discrimination legislation;
(l)    Be blasphemous;
(m)    Be in breach of official secrets legislation;
(n)    Be in breach of any contractual obligation owed to any person;
(o)    Depict violence in an explicit, graphic or gratuitous manner;
(p)    Be untrue, false, inaccurate or misleading;
(q)    Consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(r)    Constitute spam;
(s)    Be harmful, fraudulent, deceptive, threatening, abusive, harassing, degrading, intimidating, tortuous, defamatory, vulgar, menacing, hateful, discriminatory or inflammatory or otherwise objectionable; 
(t)    Restrict or inhibit any other member from using and enjoying the Services or Content; 
(u)    Infringe upon or attempt to infringe upon the privacy of any other member:
(v)    Cause annoyance, inconvenience or needless anxiety to any person; or
(w)    Contain a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.

Your user content must be appropriate, civil, tasteful, and comply with generally accepted standards of etiquette and behavior on the internet.
You must not use our Platform to link to any website or web page consisting of or containing material that would, were it posted on our Platform, breach the provisions of these terms of use.

You must not submit any user Content to the Platform that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Company reserves the right to remove any Content from the Services at any time, or any material submitted to our Platform, or stored on our servers, or hosted or published upon our Platform, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Company, remain solely responsible for all Content that you upload post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such Content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein.

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, commercial, unauthorized, or otherwise illegal activity may be grounds for termination of your right to access or use the Services or for reporting to appropriate criminal justice authorities. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other member of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Mail list, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Platform, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any page of the Platform is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

Notwithstanding our rights under these terms of use in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our Platform.

LICENSE TO USE APPLICATION

The Application, Services, and collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Application, Services and collective Content, including all associated intellectual property rights are the exclusive property of TTSL. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Application, Services, or collective Content.

Unless otherwise stated, we or our licensors own the intellectual property rights in the Platform and material on the Platform.  Subject to the license below, all these intellectual property rights are reserved.

You must not:

(a)    Republish material from this Platform (including republication on another website);
(b)    Sell, rent or sub-license material from the Platform;
(c)    Show any material from the Platform in public; except where allowed by us;
(d)    Reproduce, duplicate, copy or otherwise exploit material on our Platform for a commercial purpose;
(e)    Edit or otherwise modify any material on the Platform; or
(f)    Redistribute material from this Platform, except for content specifically and expressly made available for redistribution (such as our newsletter, public repositories and blogs).
(g)    Raise funds under the guise of a charitable donation with an intention to fleece others or to embezzle money.

(h)    Use this Platform to engage in any type of buying, selling or any other commercial activities that result in monetary transactions, except as authorized under the XpertConnection™ feature for which you must register and be approved.

COMMUNICATIONS PLATFORM

The communications platform comprising webmail instant messaging, and audio-video calling allows you to connect and conduct conversations with other members.  This process allows you to search for and identify one or more other members to ask questions, ask to be listened to, or request advice and/or guidance directly from such other members. 

You acknowledge and agree that these other members are neither employees nor agents nor representatives of Company, and Company assumes no responsibility for any act or omission of any such other member.

As further described in this Agreement, Company makes no representation or warranty whatsoever as to (a) the accuracy or availability of these members, (b) the willingness or ability of the other member to listen, (c) the willingness or ability of any other member to give advice, (d) whether you shall find another member’s listening useful or satisfactory, (e) whether you shall find the other member’s advice, guidance and opinion relevant, useful, accurate or satisfactory, (f) whether the conversation act of the other member will be helpful, (g) whether the advice, guidance and opinion of the other member will be responsive or relevant to your question, or (h) whether the other member’s advice, guidance and opinion will otherwise be suitable to your needs. Company does not verify the skills, degrees, qualifications, credentials or background of any of its members including those who position themselves as experts. It is strongly recommended that you (1) visually identify the other member using the audio-video tool, and (2) independently verify the expertise, experience, and background of the other member from whom you receive or contemplate to receive advice, guidance and opinion.

The Platform includes bulletin boards which allow members to post questions to other members regarding various topics and allow these other members to volunteer answers to such questions. AS NOTED IN THIS AGREEMENT, COMPANY DOES NOT WARRANT THE VALIDITY, ACCURACY, OR AVAILABILITY OF ANY CONTENT OR MEMBER ADVICE, GUIDANCE AND OPINION PROVIDED AND COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES SUSTAINED BY YOU DUE TO RELIANCE ON ANY SUCH INFORMATION OR ADVICE, GUIDANCE AND OPINION.
INFORMATION FURNISHED BY OTHER MEMBERS IS INTENDED FOR GENERAL INFORMATION PURPOSES ONLY. ANY CONSULTATION WITH ANOTHER MEMBER VIA THE COMMUNICATIONS PLATFORM CANNOT AND DOES NOT REPLACE A MEETING WITH A PROFESSIONAL. YOU ARE ENCOURAGED TO VERIFY THE INFORMATION FURNISHED BY OTHER MEMBERS. ANY RELIANCE ON SUCH INFORMATION IS DONE AT YOUR FULL AND SOLE RISK AND LIABILITY.

MEMBERS ARE NOT LICENSED PROFESSIONALS UNLESS EXPLICITLY STATED IN THEIR PROFILE. TTSL IS NOT INVOLVED IN ANY WAY WITH THE SUBSTANCE OF THE RELATIONSHIP OR THE ADVICE OR INFORMATION GIVEN THEREIN BY ONE MEMBER OR EXPERT TO ANOTHER MEMBER, AND TTSL DOES NOT VALIDATE THE INFORMATION OR ADVICE, GUIDANCE AND OPINION PROVIDED TO YOU BY SUCH MEMBER. COMPANY STRONGLY RECOMMENDS THAT A MEMBER SEEKING MEDICAL OR MENTAL HEALTH ADVICE MAKE AN APPOINTMENT FOR AN EXAMINATION IN PERSON WITH A QUALIFIED PROFESSIONAL.

ADDITIONAL TERMS RELATED TO INTERACTIONS WITH MEDICAL PROFESSIONALS, MENTAL HEALTH PROFESSIONALS, ATTORNEYS AND OTHER LISTENERS IN FIELDS REQUIRING LICENSURE AND/OR CERTIFICATION.

This section contains terms that are in addition to (and not in lieu of) any other terms appearing in this Agreement.

IF YOU CHOOSE TO INTERACT ON OR THROUGH THE COMMUNICATIONS PLATFORM WITH ANY MEDICAL PROFESSIONAL, MENTAL HEALTH PROFESSIONAL, PHYSICIAN, ATTORNEY OR OTHER MEMBER IN A FIELD REQUIRING LICENSURE AND/OR CERTIFICATION, THE MEMBER RELATIONSHIP (AS WITH ALL OTHER MEMBERS) IS STRICTLY WITH THE OTHER MEMBER. COMPANY IS NOT INVOLVED IN ANY WAY WITH THE SUBSTANCE OF THAT RELATIONSHIP OR THE ADVICE, GUIDANCE AND OPINION, OR INFORMATION GIVEN THEREIN, AND COMPANY DOES NOT VALIDATE THE INFORMATION OR ADVICE, GUDANCE AND OPINION PROVIDED TO YOU BY SUCH MEMBER.

THE ADVICE OR INFORMATION PROVIDED, IF ANY, BY MEDICAL PROFESSIONALS, MENTAL HEALTH PROFESSIONALS AND PHYSICIANS IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND CANNOT BE CONSIDERED A SUBSTITUTE FOR A FACE-TO-FACE PHYSICAL EXAMINATION OF THE MEMBER BY A DOCTOR OR OTHER HEALTH PROFESSIONAL. MEMBERS SHOULD NOT RELY ON OR MAKE HEALTH DECISIONS BASED ON ADVICE, GUIDANCE AND OPINION PROVIDED BY ANY MEMBER ON THE COMMUNICATIONS PLATFORM. COMPANY STRONGLY RECOMMENDS THAT A MEMBER SEEKING MEDICAL OR MENTAL HEALTH ADVICE MAKE AN APPOINTMENT FOR AN EXAMINATION IN PERSON WITH A QUALIFIED PROFESSIONAL.

THE ADVICE OR INFORMATION PROVIDED BY ATTORNEYS AND OTHER MEMBERS IN FIELDS REQUIRING LICENSURE AND/OR CERTIFICATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND CANNOT BE CONSIDERED A SUBSTITUTE FOR AN IN-PERSON MEETING.

COMPANY DOES NOT REVIEW, ENDORSE, RECOMMEND, VERIFY OR EVALUATE, OR OTHERWISE PROVIDE ANY WARRANTY OR GUARANTEE WITH RESPECT TO, ANY MENTAL HEALTH PROFESSIONAL, MEDICAL PROFESSIONAL, PHYSICIAN, ATTORNEY OR OTHER PROFESSIONAL OR MEMBER ON THE PLATFORM. YOU UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO CHECK THE CERTIFICATION AND/OR LICENSING OF THE MEDICAL PROFESSIONAL, MENTAL HEALTH PROFESSIONAL, PHYSICIAN, ATTORNEY OR OTHER PROFESSIONAL LISTENER WITH THE APPLICABLE STATE LICENSING BOARD OR AUTHORITIES IN THE LISTENER’S STATE OR COUNTRY.

You understand and agree that, although a mental or medical health professional, physician, attorney or other professional member may have been accessed through the communications service of Platform, Company cannot predict or assess the competence of, or appropriateness for member’s needs, of the professional or other member. You also acknowledge and agree that you take full responsibility for the decision to access a medical professional, mental health professional, physician, attorney or other member through Platform, to continue to interact with the medical professional, mental health professional, physician, attorney or other member, and that the role of Company is strictly limited to providing access to other members for the member’s consideration.

You hereby releases and agrees to hold harmless Company and its affiliated companies and the directors, officers, employees, agents, successors, advisors, consultants and assigns of any of the foregoing from any and all causes of action and claims of any nature resulting from any act, omission, opinion, response, advice, guidance, suggestion, information and/or service of any medical professional, mental health professional, physician or attorney, or any other member in a field requiring licensure and/or certification, who may be accessed through the communications platform on this Platform.

IF YOU ARE THINKING ABOUT SUICIDE, IF YOU FEEL THAT YOU MAY BE A DANGER TO YOURSELF OR TO OTHERS OR IF YOU OTHERWISE HAVE ANY MEDICAL EMERGENCY, PLEASE IMMEDIATELY CALL 911 (OR THE RELEVANT EMERGENCY NUMBER IN YOUR STATE OR COUNTRY) AND NOTIFY THE POLICE OR EMERGENCY MEDICAL SERVICES.

XPERTCONNECTION™

The Platform offers an XpertConnection™ feature for members to connect and schedule Appointments in order to exchange information, receive advice, counsel or guidance from Experts, or simply to be listened to about their issues or find a comforting ear.  This is offered as a paid service on a pay-per-conversation basis.  You must register as a TTSL member whether you are an Expert or someone seeking advice from an Expert.  As a member using just the XpertConnection™ feature, you will have access to all of the Platform’s Services if you register as an expert.  However, if you register as a Seeker member, you will not have access to several Services.  

TTSL’s role is solely to facilitate the availability of the Platform, Application and Services and to provide services related thereto, such as Appointment scheduling, payment integration and call facilitation (see FAQs for more details). TTSL does not provide and is not responsible for Member Content or any information or advice exchanged between Members during Appointments or otherwise. TTSL does not verify the credentials of any of its members. You understand and acknowledge that Experts are not employees or agents of TTSL but are independent service providers using the Platform to market their expertise to other Members and the public.  You acknowledge that TTSL will not be liable for any loss or damage caused by your reliance on information provided by Members or information contained in Member Content.

PLEASE NOTE THAT, AS STATED ABOVE, THE PLATFORM AND SERVICES ARE INTENDED TO BE USED TO FACILITATE MEMBER INTERACTION. TTSL CANNOT AND DOES NOT CONTROL OR GUARANTEE THE CONTENT CONTAINED IN ANY LISTINGS OR THE INFORMATION EXCHANGED BETWEEN MEMBERS VIA THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT TTSL IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND INFORMATION PROVIDED UNDER THE SERVICES. ACCORDINGLY, ALL MEMBERS USE THE SITE, APPLICATION AND SERVICES AT THEIR OWN RISK.

Listings

You (as an Expert) may create Listings to offer your services to other Members. To this end, you may need to provide information regarding the expertise you offer as well as billing per time slot (of 15 minutes) applicable to your offering. Listings will be made publicly available via the Platform.

You agree that you are responsible for setting your own billing rate for a 15-minute conversation slot, keeping in mind that your billing rate is competitive as the Seeker may have access to other expert for the same or similar services. 

Seekers will be able to identify Experts by searching for a combination of category, topic and hashtag.  You agree that your selection of such combination will determine whether or not you will appear in a Seeker’s search.  You understand that if you appear in a search in the listings, your public profile as an Expert will be available to the Seeker for view, and that your selection for an Appointment will be based on your profile, your billing rate, and your availability for conversation. 

TTSL does not control the Seeker’s selection of an expert and you agree that TTSL is not liable for lack of Appointment requests from Seekers.

Seekers will be able to schedule an Appointment with you via the Site, Application and Services based upon the information provided in your Listing and profile. You understand and agree that once a Seeker requests an Appointment, the price quoted under your Listing may not be altered.

You acknowledge and agree that you are solely responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post and the agreements you enter into with Seekers (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, Tax requirements, and rules and regulations that may apply to you and (b) not conflict with the rights of third parties. Please note that TTSL assumes no responsibility for the content of Listings or for any Member’s compliance with any applicable laws, rules and regulations.

You understand and agree that TTSL is not involved in the interactions between members and does not refer or endorse or recommend particular Experts to Seekers. You also understand and acknowledge that TTSL does not edit, modify, filter, screen, monitor, endorse or guarantee Member Content or the content of communications between Members. As stated above, TTSL is not party to any agreements entered into between Members.

TTSL reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings and profiles that TTSL, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform, Application or Services. You acknowledge and agree that, as an Expert, you are responsible for your own acts and omissions.  You, as a Seeker, also acknowledge and agree that you are responsible for your own acts and omissions

Appointments and Financial Terms for Experts

If you (as an Expert) have received an Appointment request from a member, you will be required to either confirm or reject the request within 24 hours of when the request is made (as determined by TTSL in its sole discretion) or the request will be automatically cancelled. When an Appointment is requested with you via the Platform and Services, TTSL will share with you (i) the first and last name of the Seeker who has requested the Appointment via both email and Notifications on your dashboard, and (ii) a messaging button on your appointment list to send messages to the Seeker, so that you can view the information provided by the Seeker before confirming or rejecting the Appointment. When you confirm an Appointment request, TTSL will send the Seeker an email and an update on the Seeker’s appointment list confirming such booking.

The amount due and payable by a Seeker relating to Appointment time with you is referred to as an “Appointment Fee”. Appointment Fees are quoted in each Listing, in U.S. dollars and in a price per 15-minutes format (the “Appointment Fee Rate”). Please note that it is Experts, and not TTSL, which set all Appointment Fee Rates. There are no refunds for Appointment Fee after payment.

In consideration of the Services, TTSL charges you a fee (the “Service Fee”) based on a percentage of Appointment Fees collected on your behalf. The current applicable percentage is twenty five percent (25%). The Service Fee is deducted from the Appointment Fee payable to you in respect of an Appointment. At the conclusion of conversation for each Appointment, TTSL calculates the appropriate Appointment Fee payable by the Seeker to you. After deducting the applicable Service Fee, TTSL credits the balance of the Appointment Fee to you.  Remittance to you is via its third party provider or such other payment methods as may be listed on the Platform or via the Application, in U.S. dollars. Except as otherwise provided herein, Service Fees are non-refundable.

Please note that TTSL does not currently charge fees for the creation of Listings. This fee is included in your annual subscription to one of the paid TalkToShare.com pricing plans.  However, you acknowledge and agree that TTSL reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that TTSL will provide notice of any Listing fee collection via the Application and Services, in accordance with these Terms, prior to implementing such a Listing fee feature.

Appointments and Financial Terms for Seekers

You (as a Seeker), not TTSL, are solely responsible for honoring any confirmed Appointments. If you choose to enter into a transaction with an Expert by scheduling an Appointment via the Platform or Application, these Terms and other terms, conditions, rules and restrictions associated with such Appointment as set out in the Listing may apply. You acknowledge and agree that you, and not TTSL, will be responsible for performing the obligations of any such agreements, and TTSL is not a party to such agreements and disclaims all liability arising from or related to any such agreements.

You agree to pay TTSL all Appointment Fees due in connection with any Appointment by credit card or PayPal. In order to initiate an Appointment, you understand and agree that TTSL reserves the right, in its sole discretion, to obtain a pre-authorization of your credit card or charge your credit card a nominal amount, not to exceed one U.S. dollar ($1), in order to verify your credit card.  At the end of each Appointment, TTSL will process and collect the Appointment Fees payable in accordance with these Terms and the terms of your agreement with the Expert on the number of 15-minute time slots for the conversation. Please note that TTSL cannot control any fees that may be charged to a member by his or her bank related to TTSL’s collection of the Appointment Fees, and TTSL disclaims all liability in this regard.

In connection with your payment, you will be asked to provide customary billing information such as name, billing address, bank account information, bank routing number, and credit card information either to TTSL or its third party payment processor. You agree to pay TTSL for any consummated Appointments in accordance with these Terms. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the Appointment, either directly by TTSL or indirectly, via a third party online payment processor or by PayPal or another payment method.. If you are directed to TTSL’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your transaction is complete you will see a confirmation in your current balance account.  You understand that you may also have the option of adding money to your current balance ahead of the Appointment.

General Financial Terms

Money returns

You (as a Seeker) may cancel an Appointment without penalty; provided, however, that you have not already initiated the call with the Expert via the Services. You (as an Expert) may cancel a scheduled Appointment without penalty at any time, provided, however, that you have not already initiated the call with the Expert via the Services. If you (as an Expert) are a no-show for the Appointment conversation on the agreed upon date and time, the Seeker may request and be granted that the money paid be credited to the current balance for another Appointment. You also understand that three no-shows will result in your being barred from continuing in the Service.

 I you (as a Seeker) have been improperly charged for an Appointment that was cancelled and require a refund, please contact TTSL at customercare@talktoshare.com.

Taxes

You understand and agree that you (as an Expert) are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. TTSL cannot and does not offer Tax-related advice to any Members of the Platform, Application and Services.

No Endorsement

As stated above, TTSL does not endorse any of its members. In addition, although these Terms require members to provide accurate information, we do not attempt to confirm, and do not confirm, any member’s purported identity or credentials. You are responsible for determining the identity and suitability of others who you contact via the Platform and Services.

By using the Platform or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other members or other third parties will be limited to a claim against the particular members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from TTSL with respect to such actions or omissions.

NON-ACCEPTABLE USE  

You must not use our Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use our Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not use our Platform to copy, store, host, transmit, send, use, publish or distribute any pornographic or salacious material.

You must not use our Platform to scam, bully, coerce or otherwise harass any other member with whom you may engage in either direct conversation or dialog via a blog or forum.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Platform without our express written consent.

You must not use our Platform to transmit or send unsolicited commercial communications.

You must not use our Platform to transmit or send or communicate on terror-related activities.

You must not use our Platform to raise funds under the guise of charitable donations with an intention to fleece other or to embezzle the money raised.  

You must not use our Platform for any purposes related to marketing without our express written consent.

You must not use our Platform for any type of commercial activity that results in monetary benefit to either party, unless authorized via the XpertConnection™ feature.

You must not use our Platform for any purpose whatsoever while operating a motorized craft or vehicle on land, sea or air.

REGISTERED USERS

Access to certain areas of our Platform is restricted to registered users.  

In order to become a registered user, you must register on the homepage, www.talktoshare.com.

You warrant that all the information you provide to us as part of the registration procedure is true, accurate, fair and complete.

You will select your own user name, email address, password, and security questions, but you acknowledge that we may refuse to permit, or may insist that you change, any username that impersonates another person or breaches the provisions of the Section below.  Registered users must keep their usernames, passwords, and answers to security questions confidential.  

You will be provided with a unique member ID Code, which you will also keep confidential.  This may be required prior to your purchase transaction or for validation prior to a customer service query.

You must notify us in writing immediately if you become aware of any unauthorized use of your account.  

You are responsible for any activity on our Platform arising out of any failure to keep your account details confidential, and may be held liable for any losses arising out of such a failure.

You must not use any other person's username, email address, and password to access our Platform.

Registered users will have access to such features on our Platform as we may from time to time determine in our sole discretion.   Such features may include:

(a)    The facility to complete a detailed, shared profile, and to publish that profile on the Platform for public viewing by other members of this Platform or by friends that you choose to invite.  
(b)    You will be able to upload photos to your profile.
(c)    You will be able to upload your own content (articles, photos, videos, podcasts) to the Platform 
(d)    You will be able to send private messages by webmail
(e)    You will be able to conduct conversations with members you select via instant chat or messaging, web mail, and audio/video calling facilities.

Failure to follow guidelines above so will constitute a breach of this Agreement, which may result in immediate termination of your account. 

We may also disable usernames and passwords, delete accounts, and delete any information associated with an account, in our sole discretion without notice or explanation.

ENROLLMENT IN THE SERVICES
You are considered enrolled in our Services whether you opt for a free plan or one of the paid subscription plans  In exchange for applicable fees, and subject to certain limitations as described herein, you will be granted the right to certain additional services, over and above that offered for a free subscription plan, that are available as part of the Subscription Service to which you subscribe on the terms specified during the subscription registration process, and simultaneously have access to our broad range of editorial and contextual information, when available, about the categories of interest to you (including text, podcasts, and videos, as applicable).

Any information that you supply to us will be governed by the terms and conditions of TTSL’s Privacy Policy, as it may be updated from time to time by us.

By subscribing to or accessing any paid Service, you are representing to us that you are authorized to use PayPal or the credit card you submit for payment regardless of your domicile, United States or any other country. If you are a parent or guardian paying on behalf of a minor or other person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, any charges associated with that person's use of any of the Services, and that person's compliance with this Agreement. You agree to take such steps as are appropriate to ensure such compliance and will indemnify and hold TTSL and its affiliates and distribution and syndication partners harmless from any breach of this Agreement.

TERM, FEES, AND PAYMENTS

Applicable fees for Services may include a periodic (e.g., monthly or annual) subscription fee based on the particular Service requested, transaction fees, and taxes for the paid subscription plans.

(a)    Methods of Payment and Credit Card Terms

All payments must be made by VISA, MasterCard, American Express, and Discover Card, or by PayPal. We do not accept cash, checks or any other payment form. AS BETWEEN YOU AND TTSL, YOU, AND NOT TTSL, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR PAYPAL ACCOUNT OR YOUR CREDIT CARD BY A THIRD PARTY WHO HAD ACCESS TO YOUR EMAIL ADDRESS, PAYPAL PASSWORD, CREDIT CARD OR CREDIT CARD NUMBER, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU. You agree to pay all fees and charges incurred in connection with your subscription and its password (including any applicable taxes) at the rates in effect when the charges were incurred. If TTSL does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by TTSL.

(b)    Free Trial Period

Once you have registered for a subscription to the Service(s) of your choice, we may offer you a one-time, free trial period during which you can try out such Service(s) for free ("Free Trial Period"). This trial period may be offered directly or through an affinity group for which you will be provided an access codes and a promotional code, or just a special promotional code, for billing adjustment purposes.  The length of any such Free Trial Period, and the particular Services included, may vary from time to time, and will be indicated at the time you register for your subscription. If you terminate your account during or prior to the expiration of the Free Trial Period, you will not have any financial obligation with respect to your subscription, and your credit card or PayPal account will not be charged for your use of the Service. Each user is entitled to a Free Trial Period only one time per Service. If you subscribe to a Service after you have already received a Free Trial Period on such Service, your credit card will be billed immediately upon registration. 

(c)    Automatic Subscription Renewal

Unless you notify us of your decision to terminate your subscription, your subscription will automatically renew at the end of each subscription term if you paid by credit card. Your renewed subscription will have the same duration as the subscription being renewed (i.e., one month or one year). At the time of renewal, your credit card will be charged at TTSL's then-current fees for the applicable subscription, provided that if the fee for your renewal Service has increased, we will notify you at your designated email address at least one (1) day prior to renewal so that you have an opportunity to elect not to renew.

(d)    Your Billing Date

Your credit card will be charged for the renewal term of your Service on your billing date ("Billing Date"), based on the type of subscription (e.g., on a particular date each month for a monthly subscription; on the anniversary for an annual subscription, etc.). If, however, your Activation Date is on the 29th, 30th or 31st day of a month, and your Billing Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Billing Date for that particular renewal will be on the last day of the month in which your Billing Date would otherwise be.

(e)    Subscription Upgrades

If you would like to change the Service(s) to which you subscribe, whether for to upgrade to your original Service plan, or to make any other change, you may change or upgrade your Service at any time by locating "Manage My Account" from the drop down menu in your personal dashboard, and then clicking "Upgrade/Downgrade Plan”. However, you may be required to contact Customer Service for certain changes. If you change the Service(s) to which you subscribe during the term of your subscription, you will be issued a credit that will be applied to the prorated portion of the billing for the upgraded service. Your credit card or PayPal account will be charged only the difference between the credit and the prorated amount of the new upgraded subscription Service, which shall be activated on the date of the change.

(f)    No Warranties

WITHOUT LIMITING ANY PROVISION HEREIN, TTSL MAKES NO WARRANTY THAT ANY PARTICULAR BROWSER USING THE PLATFORM WILL FUNCTION IN ALL CASES. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR INTERNET ACCESS OR CELLULAR DATA SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE PLATFORM.

(g)    Cancellation and Refunds

All subscription fees for monthly and yearly plans are earned in full when paid and are not refundable. Subscription fees are exclusive of all taxes, levies, or duties imposed by taxing authorities for which you shall be solely responsible to pay. We will not offer refunds or credits for termination of Services by you, partial months of service, downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions to this practice will be made.

Payments for use of XpertConnection™ feature are also not refundable.  In the event, an Expert is a no-show at the agreed upon date and time of conversation, TTSL will return the payment to the Member’s current account for application towards a future conversation with the same or other Expert.  In the event there is a dispute regarding payment to the Expert following a conversation, TTSL will evaluate the situation and either return the payment to the Member, or release the payment to the Expert depending on the merits of the arguments provided by each.  In all cases, you agree that TTSL’s decision will be final and binding, and acceptable to you as either an Expert or Seeker.

Termination of your subscription shall not relieve you of any obligations to pay accrued charges.

(h)    Unauthorized Charges

Unless you notify TTSL of any discrepancies or unauthorized charges within fifteen (15) days after they first appear on your credit card statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release TTSL from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to TTSL within fifteen (15) days of its first appearance on an invoice or credit card statement.

(i)    Late Payments

Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription to the applicable Service(s).

(j)    Taxes

You are responsible for paying governmental taxes imposed on your use of the Service(s), including, but not limited to, sales, use, or value-added taxes imposed by your local, state, provincial, or other taxing authority.

(k)    Transaction Fees

TTSL may impose an additional transaction fee based on transactions associated with Services, including a transaction fee applied to your periodic subscription fee. Such transaction fee will be disclosed to you prior to your agreement to the relevant transaction, such as through the order path for a subscription Service, by email notification concerning your Services and applicable fees, or in a similar, explicit manner.

(l)    Credit Card Authorization

If you request access to the an online or other Services for which a fee is charged based on each individual transaction, TTSL may seek authorization of your credit card to validate your ability to charge the fees to access the applicable Services prior to the first purchase. The authorization amount is typically $20, but may vary based on the relevant Services. This authorization is not a charge. However, this authorization may reduce your available credit by the authorization amount until your bank's next processing cycle.

(m)    Modifications to Fees or Billing Terms

TTSL RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY TTSL, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your subscription by sending an email to customer service at subscriptions@talktoshare.com. Your continued use of the Service(s) following the effective date of a change to fees or billing methods shall constitute your acceptance of such change.

YOUR ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU GIVE CONSENT TO TTSL TO EMAIL YOU WITH NOTICES CONCERNING A MATERIAL CHANGE IN THE TERMS OF THIS AGREEMENT, THE PLATFORM OR SERVICE(S) TO WHICH YOU HAVE SUBSCRIBED.

MODIFICATION OF SUBSCRIPTION AGREEMENT    

TTSL may modify this Subscription Agreement at any time in its sole discretion. If we make a material change to the Subscription Agreement, a "change of terms" notice will be posted and we will use reasonable efforts to notify you by email at the email address on file for your account. If any modification is unacceptable to you, you agree that your only recourse is to terminate your subscription to any of the Service(s) as provided herein. Your continued use of any Service following our posting of a change of terms notice, an email notice to you, or a new Subscription Agreement on the Platform will constitute your binding acceptance of the change, until such time as you terminate your subscription.

TERMINATION

This Agreement shall remain in full force and effect while you use the Services.

(a)    Termination by You

To cancel your subscription to any of the Services, you may use the appropriate link in Manage my Accounts page accessible through your personal dashboard.  You may also send an email to subscriptions@talktoshare.com. Once you have terminated your subscription, we will stop billing your credit card until and unless you re-subscribe to a Service.  All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable for monthly plans and for yearly plans.  All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable for monthly and yearly plans.  Termination of your subscription shall not relieve you of any obligations to pay accrued charges.

(b)    Termination by Us

You agree that TTSL, in its sole discretion, with or without prior notice, may freeze or terminate your user name, password or use of the Platform and/or Service(s) (or any part thereof) for any reason, including, without limitation, if TTSL is informed of or believes that you have violated, breached, or acted inconsistently with the letter or spirit of this Terms of Service including the subscription agreement. TTSL may also in its sole discretion and at any time modify or discontinue providing the Platform and/or any Service, or any part thereof, with or without notice. Further, you agree that TTSL shall not be liable to you or any third-party for any interference with or termination of your access to the Platform and/or any Service.  In this case, all fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable.

Upon termination of your account, your right to use the Services, access the Platform, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

CUSTOMER SERVICE

You understand and agree that TalkToShare is solely responsible for all customer service, help, billing and account issues related to your subscription. Neither your ISP nor any third party website through which you may have accessed any Service is responsible for customer service, help, billing and account issues related to your subscription. You agree not to direct any questions, requests for assistance, or inquiries about the Platform or any Service to your ISP or to any third party website through which you may have accessed the Platform or any Service. For assistance, please contact Customer Service or customercare@talktoshare.com.

YOUR ACCOUNT INFORMATION

(a)    True and Complete

You agree to provide true, accurate, current and complete information about yourself and your billing information as prompted by the subscription process (such information being the "Account Information").

(b)    Updating Your Account Information

You may update any of your Account Information, by locating "Manage My Account" from the drop down menu in your personal dashboard.

(c)    Our Use of Account Information

We shall treat all of your Account Information with the utmost respect for its confidential nature, and in accordance with our Privacy Policy, which is expressly incorporated herein by reference.

(d)    Stolen Account Information Is Your Responsibility

You are solely and entirely responsible for maintaining the confidentiality of your password, ID Code, and for any and all activities that occur under your account. If you believe someone has accessed any Service using your user name and password without your authorization, it is your responsibility to set up a new password by clicking on "Privacy Settings" from the drop down menu in your personal dashboard.

INTELLECTUAL PROPERTY RIGHTS

Only you may access the Services using your user name, email, and password. The Services available through the Platform, and the Platform itself, are the property of TTSL or its licensors and are protected by copyright and other intellectual property laws. The Services provided through the Platform may be used for your personal, non-commercial use only. You agree not to (i) reproduce, record, retransmit, distribute, disseminate, sell, rent, broadcast or circulate the Platform or any content received through the Platform or any Service (including its content) to any third party, (ii) exploit any such content or the Platform for commercial purposes without the express prior written consent of TTSL, or (iii) to share your password with any third party. You may not make any unauthorized copies of the Platform or any content obtained through the Services. Because the Services are designed for personal use, you are not allowed to use any automated system for the selection or streaming of files. You further agree to indemnify and hold harmless TTSL for your failure to comply with this section.

TTSL and its licensors retain exclusive ownership of the Platform, the Services, and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Services, the Platform or their contents. TTSL reserves all rights not expressly granted hereunder. You shall promptly notify TalkToShare® in writing at legal@talktoshare.com upon your discovery of any unauthorized use or infringement of the Services (or their contents) or any patent, copyright, trade secret, trademarks or other intellectual property rights of TTSL or its licensors. The Platform and the Services contain proprietary information that is protected by copyright laws and international treaty provisions.

TTSL expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) and reserves the right to terminate your service immediately for your failure to comply with any such local, state or federal law.

TECHNOLOGY LIMITATIONS AND MODIFICATIONS TO SERVICE

TTSL will make reasonable efforts to keep your account and the Service(s) operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. We will make reasonable efforts to notify you at least twenty-four (24) hours in advance of any downtime that we anticipate in advance will exceed one hour.

TTSL also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Platform and Service(s) with or without notice. 

TTSL shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, malfunction, suspension, discontinuance of or interruption to or of any of the Service(s).

LIMITED WARRANTIES

You acknowledge that some of the information published on this Platform is submitted by users or other members, and that we do not usually review, approve or edit such information.  We do not warrant the completeness or accuracy of the information published on this Platform; nor do we commit to ensuring that the Platform remains available or that the material on the Platform is kept up-to-date.

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this Platform and the use of this Platform (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

DISCLAIMER OF WARRANTY

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Company makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Services purchased (whether or not following such recommendations and suggestions) are provided "AS IS" without any warranty of any kind from Company or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product or service. 

COMPANY DOES NOT REVIEW, ENDORSE, RECOMMEND, VERIFY, EVALUATE, WARRANT OR GUARANTEE THE QUALIFICATIONS, EXPERTISE, CLAIMS OR BACKGROUND OF ANY MEMBER OR ANY OPINION, RESPONSE, ADVICE, GUIDANCE, PREDICTION, RECOMMENDATION, INFORMATION OR OTHER SERVICE PROVIDED BY ANY OTHER MEMBER. NOTHING CONTAINED IN THIS AGREEMENT, ON THE COMMUNICATION PLATFORM, ON ANY THIRD PARTY SITE OR PROVIDED OTHERWISE SHALL BE CONSIDERED AS A REFERRAL, ENDORSEMENT, RECOMMENDATION, VERIFICATION, WARRANTY OR GUARANTEE WITH RESPECT TO (A) ANY MEMBER; (B) THE COMMUNICATION PLATFORM; (C) ANY OPINION, RESPONSE, ADVICE, GUIDANCE, PREDICTION, RECOMMENDATION, INFORMATION OR OTHER SERVICE PROVIDED BY ANY MEMBER OR OTHERWISE MADE AVAILABLE ON THE COMMUNICATION PLATFORM; OR (D) THE VALIDITY, ACCURACY, AVAILABILITY, COMPLETENESS, SAFETY, LEGALITY, QUALITY OR APPLICABILITY OF ANY CONTENT OR ANYTHING OTHERWISE SAID OR WRITTEN BY ANY MEMBER, INCLUDING ANY BIOGRAPHICAL INFORMATION, QUALIFICATIONS, OR OTHER INFORMATION SPOKEN BY ANY MEMBER OR CONTAINED IN OR MADE AVAILABLE ON THE COMMUNICATION PLATFORM, THEIR CONTENT FOLDER(S), ANY SITE, ANY BLOG OR ANY OTHER FORUM.

YOU ACKNOWLEDGE AND AGREE THAT THE SITES AND COMMUNICATION PLATFORM ARE PROVIDED “AS IS”, AND THEREFORE YOU WILL NOT HAVE ANY CLAIM OR DEMAND AGAINST COMPANY, ITS AFFILIATES, OR ANY OF THE FOREGOING’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, REPRESENTATIVES OR AGENTS WITH RESPECT TO ANY SITE, THE COMMUNICATION PLATFORM OR ANY MEMBER. THE USE OF A SITE AND THE COMMUNICATION PLATFORM IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT OF THE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY.

YOU ACKNOWLEDGE THAT THE SITE DOES NOT DISCLOSE YOUR EMAIL ADDRESS, PHONE NUMBER, OR PERSONAL INFORMATION TO OTHER MEMBERS.  YOU ALSO ACKNOWLEGES THAT THE SITE DISCOURAGES PHYSICAL CONTACT AS WELL AS SHARING OF PERSONAL INFORMATION, INCLUDING PERSONAL FINANCIAL INFORMATION, WITH OTHER MEMBERS. THEREFORE, IF YOU CHOOSE TO UNILATERALLY SHARE SUCH INFORMATION WITH OTHER MEMBERS, THEN YOU WILL NOT HAVE ANY CLAIM OR DEMAND AGAINST COMPANY, ITS AFFILIATES, OR ANY OF THE FOREGOING’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, REPRESENTATIVES OR AGENTS WITH RESPECT TO ANY UNFAVORABLE OUTCOME AS A RESULT OF YOUR ACTIONS.  THE USE OF A SITE AND THE COMMUNICATION PLATFORM IS AT THE YOUR SOLE RISK. TO THE FULLEST EXTENT OF THE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY.

COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATED TO INFORMATION POSTED OR TRANSMITTED BY MEMBERS. IF YOU DECIDE TO RELY ON INFORMATION PROVIDED BY ANOTHER MEMBER, YOU MUST EXERCISE A HIGH LEVEL OF CARE. YOU SHALL NOT HAVE ANY CLAIM OR DEMAND AGAINST COMPANY, ITS AFFILIATES, AND/OR ANY OF THE FOREGOING’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND/OR AGENTS WITH RESPECT TO ANY SERVICE OR ADVICE, GUIDANCE AND OPINION YOU RECEIVE, USE AND/OR RELY ON. COMPANY WILL NOT BE DEEMED THE PROVIDER OR RECIPIENT OF ANY MEMBER’S SERVICES OR OTHER INFORMATION ACQUIRED THROUGH THE COMMUNICATION PLATFORM OR THE SITES. THE PURCHASE OF THE SERVICES OF ANY MEMBER IS ENTIRELY AT YOUR SOLE RISK.

COMPANY DOES NOT ASSUME, AND WILL NOT BE LIABLE FOR: (1) THE ACCURACY OR AVAILABILITY OF ANY SITE OR THE CONNUNICATION PLATFORM; OR (2) ANY DAMAGES OR INJURY ARISING FROM OR RELATED TO ANY SITE, THE COMMUNICATION PLATFORM AND/OR ANY OPINION, RESPONSE, ADVICE, GUIDANCE, PREDICTION, RECOMMENDATION, INFORMATION AND/OR OTHER SERVICE PROVIDED OR NOT PROVIDED BY ANY MEMBER.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PLATFORM OR ITS OPERATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TTSL AND ITS DISTRIBUTION AND SYNDICATION PARTNERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

TTSL MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES TTSL MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE PLATFORM OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE PLATFORM. TTSL MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE PLATFORM OR ANY TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM IN THE FUTURE.

ADDITIONAL DISCLAIMERS

COMPANY WILL NOT BE LIABLE FOR ENFORCING ANY AGREEMENT THAT WAS MADE BETWEEN YOU AND ANOTHER MEMBER, INCLUDING A MEMBER FEE AGREEMENT. YOU WILL BE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH ANOTHER MEMBER.

COMPANY WILL NOT BE LIABLE FOR ANY FUNDS THAT ARE RAISED BY YOU UNDER THE GUISE OF CHARITABLE DONATIONS, BUT THEN EMBEZZLED OR MISAPPROPRIATED.  SHOULD SUCH ACTIVITY BE BROUGHT TO OUR NOTICE, TTSL WILL IMMEDIATELY INFORM APPROPRIATE LAW ENFORCEMENT AUTHORITIES AND YOU WILL BE SUBJECT TO CRIMINAL CHARGES AND BE ARRESTED.

IN THE EVENT OF A DISPUTE REGARDING ANY TRANSACTION CONDUCTED VIA THE COMMUNICATION PLATFORM OR A SITE, YOU HEREBY RELIEVE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS FROM ALL MANNER OF ACTIONS, CLAIMS OR DEMANDS AND FROM ANY AND ALL LOSSES (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEYS’ FEES, WHICH MEMBER MAY HAVE AGAINST ONE OR MORE OF THE ABOVE.

PRIVACY POLICY

For information regarding Company's treatment of personally identifiable information, please review Company's current Privacy Policy, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Company's Privacy Policy.

LIMITATIONS AND EXCLUSIONS OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, APPLICATION, SERVICES AND CONTENT, LISTINGS OR APPOINTMENTS VIA THE PLATFORM, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER MEMBERS OF TTSL WHETHER IN PERSON, BY VIDEO, PHONE, ONLINE OR OTHER MEANS REMAINS WITH YOU. NEITHER TTSL NOR ANY OTHER party involved in creating, producing, or delivering the PLATFORM, APPLICATION, SERVICES OR CONTENT will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS arising out of or in connection with THESE TERMS, from the use of or inability to use the PLATFORM, APPLICATION, SERVICES OR CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, APPLICATION, SERVICES, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not TTSL has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

In no event shall TTSL or its suppliers, or their respective directors, officers, employees, or agents be liable with respect to the Platform or the Services or subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory (i) for any amount exceeding the fees paid by you for the Services and any products or services purchased through the Services in the future during the, 1-month or 12-month period, as applicable to your subscription, preceding the applicable claim, (ii) for any amount exceeding the payment made by you for using the XpertConnection™ feature; (iii) for any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (iv) for data loss or cost of procurement of any substitute services; or (v) for any matter beyond Company's reasonable control. 

Nothing in these terms of use will: 

(a)    Limit or exclude our or your liability for death or personal injury resulting from negligence; 
(b)    Limit or exclude our or your liability for fraud or fraudulent misrepresentation; 
(c)    Limit any of our or your liabilities in any way that are not permitted under applicable law; or 
(d)    Exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Section and elsewhere in these terms of use: 

(a)    Are subject to the preceding paragraph; and 
(b)    Govern all liabilities arising under the terms of use or in relation to the subject matter of the terms of use, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

To the extent that the Platform and the information and services are provided free-of-charge as well as for subscription, we will not be liable for any loss or damage of any nature.

We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

We will not be liable to you in respect of any loss or corruption of any data, database or software.

We will not be liable to you, your heirs, or your estate in respect of any personal harm to you including death.

We will not be liable to you in respect of any special, indirect or consequential loss or damage.

You accept that we have an interest in limiting the personal liability of our owners, directors, officers, and employees.  Having regard to that interest, you accept that we are a limited liability entity and agree that you will not bring any claim personally against individual owners, directors, officers or employees in respect of any losses you suffer in connection with the use of this Platform or these terms of use.  This will not, of course, limit or exclude the liability of the company itself for the acts and omissions of our officers and employees.

COMPANY DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY YOU IN CONNECTION WITH PAYMENT FOR SERVICES BY ANOTHER MEMBER AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD COMPANY HARMLESS IN CONNECTION WITH ANY SUCH CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, IN TORT OR OTHERWISE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR NEGLIGENCE.

IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY AS SET FORTH ABOVE, THE LIMITATION WILL BE DEEMED MODIFIED SOLELY TO THE EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAW. THIS SECTION (LIMITATION OF LIABILITY) SHALL SURVIVE TERMINATION OR EXPIRATION

THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE SERVICE(S) REMAINS WITH YOU. IN NO EVENT SHALL TTSL OR ITS LICENSORS OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR THE USE OF OR INABILITY TO USE ANY SERVICE, EVEN IF TTSL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INDEMNITY

You agree to indemnify and hold TTSL and its parents, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, directors, officers, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of or related to your violation of this Agreement, or your violation of any law, regulation or third-party right.

You also agree to indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses, and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use, or arising out of any claim that you have breached any provision of these terms of use.

Breaches of these terms of use

Without prejudice to our other rights under these terms of use, if you breach these terms of use in any way, or if we reasonably suspect that you have breached these terms of use in any way, we may:

(a)    Send you one or more formal warnings;
(b)    Temporarily suspend your access to the Platform;
(c)    Permanently prohibit you from accessing the Platform;
(d)    Block computers using your IP address from accessing the Platform;
(e)    Contact your internet services provider and request that they block your access to the Platform; 
(f)    Bring court proceedings against you for breach of contract or otherwise; 

(g)    Suspend and/or delete your account with the Platform; and/or
(h)    Delete and/or edit any or all of your user generated content.
(i)    Forfeit any payments made for subscription plans.

Where we suspend or prohibit or block your access to our Platform or a part of our Platform, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

THIRD PARTY WEBSITES

Our Platform and Services may contain links to third party websites or services ("Third Party Websites") that are not owned or controlled by Company, or the Services may be accessible by logging in through a Third Party Website, as described more fully in our Privacy Policy. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, Company will not and cannot monitor, verify, censor or edit the content of any Third Party Website.

By using the Services, you expressly relieve and hold harmless Company from any and all liability arising from your use of any Third Party Website. We prohibit any type of commercial transactions using the Services. Therefore, your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other members, you hereby release Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. 

TRADEMARKS

“Talktoshare”, www.talktoshare.com, and our logo are trademarks belonging to us.  We give no permission for the use of these trademarks, and such use may constitute an infringement of our rights.  Other registered and unregistered trademarks or service marks on our Platform are also our property.

Some other registered and unregistered trademarks or service marks on our Platform may be the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.

COPYRIGHT DISPUTE POLICY

Company has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Company's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this Section. It is Company's policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringements

If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

1.    A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2.    Identification of works or materials being infringed;
3.    Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
4.    Contact information about the notifier including address, telephone number and, if available, email address;
5.    A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and
6.    A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once Proper Bona Fide Infringement Notification is received by the Designated Agent

It is Company's policy:

1.    To remove or disable access to the infringing material;
2.    To notify the content provider, member or user that it has removed or disabled access to the material; and
3.    That repeat offenders will have the infringing material removed from the system and that Company will terminate such content provider's, member's or user's access to the Services.

Procedure to Supply a Counter-Notice to the Designated Agent

If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:

1.    A physical or electronic signature of the content provider, member or user;
2.    Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
3.    A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
4.    Content provider's, member's or user's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or, if the content provider's, member's or user's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Designated Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 30 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 30 business days or more after receipt of the counter-notice, at Company's discretion.

Please contact Company's Designated Agent to Receive Notification of Claimed Infringement at legal@talktoshare.com

COMPETITIONS

From time to time we may run competitions, free prize draws, and/or other promotions on our Platform. These will be subject to separate terms and conditions (that we will make available to you as appropriate).

ADVERTISEMENTS

Company may decide to include in the Platform advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals. By clicking on the advertisements, you may be shifted to a web site of the advertiser or receive other messages, information or offers from the advertiser.

You acknowledge and agree that Company is not liable or responsible for the content, products or services of such advertisers or the web sites, links, information, messages, offers or privacy practices of such advertisers. You are wholly liable for all communications and transactions with advertisers.

VARIATION

We may revise these terms of use from time-to-time.  Revised terms of use will apply to the use of our Platform from the date of the publication of the revised terms of use on our Platform.  Please check this page regularly to ensure you are familiar with the current version.

LEGAL REQUIREMENT TO DISCLOSE

COMPANY MAY DISCLOSE YOUR INFORMATION INCLUDING PERSONAL INFORMATION IF COMPANY REASONABLY BELIEVES THAT DISCLOSURE: (I) IS NECESSARY IN ORDER TO COMPLY WITH A LEGAL PROCESS (SUCH AS A COURT ORDER, SUBPOENA, SEARCH WARRANT, ETC.) OR OTHER LEGAL REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY, (II) WOULD POTENTIALLY MITIGATE OUR LIABILITY IN AN ACTUAL OR POTENTIAL LAWSUIT, OR (III) IS OTHERWISE NECESSARY OR APPROPRIATE TO PROTECT OUR RIGHTS OR PROPERTY, OR THE RIGHTS OR PROPERTY OF ANY PERSON OR ENTITY.

ASSIGNMENT

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of use without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use.  

FEEDBACK AND REPORTING ABUSE

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback”). You may submit Feedback by emailing us at customercare@talktoshare.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of TTSL and you hereby irrevocably assign to TTSL and agree to irrevocably assign to TTSL all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At TTSL’s request, you will execute documents and take such further acts as TTSL may reasonably request to assist TTSL to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

In addition, If you feel any user is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and to TTSL

SEVERABILITY

If a provision of these terms of use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.  If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. 

EXCLUSION OF THIRD PARTY RIGHTS

These terms of use are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party.  The exercise of our and your rights in relation to these terms of use is not subject to the consent of any third party.

ENTIRE AGREEMENT

These terms of use, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our Platform, and supersede all previous agreements in respect of your use of this Platform.

ENTIRE AGREEMENT AND MISCELLANEOUS

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by you except with Company's prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement, between you and us in relation to your use of our Platform and Services, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

GOVERNING LAW

This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, United States of America, without regard to or application of any choice of law or conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in Montgomery County in the Commonwealth of Pennsylvania. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. If either TTSL or you employ any attorneys to enforce any rights arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Montgomery County, Pennsylvania, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in Montgomery County, Commonwealth of Pennsylvania.

This arbitration will be conducted as an individual arbitration. Neither you nor TTSL consent or agree to any arbitration on a class action or representative basis, and the arbitrator shall have no authority to proceed with arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. This class action waiver provision applies to and includes any claims made and remedies sought as part of any class action, private attorney general action, or other representative action. By consenting to submit your claims to arbitration, you will forfeit your right to bring or participate in any class action (whether as a named plaintiff for a class action member) or to share in any class action awards. Including claims where a class action has not yet been certified, even if the facts and circumstances upon which claims are based already occurred or existed.

GENERAL

No delay or failure to take action under this Agreement shall constitute any waiver by TTSL of any provision of this Agreement.

If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. The Membership and Subscription Agreement (including all documents expressly incorporated herein by reference constitutes the complete and exclusive agreement between TTSL and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.

The full name of our company is TalkToShare, LLC.  We are registered in Commonwealth of Pennsylvania, USA.

You can contact us via email at legal@talktoshare.com

NOTE:

TalkToShare® is a registered trademark of TalkToShare, LLC, Pennsylvania, USA

The following terms are trademarks of TalkToShare, LLC, Pennsylvania, USA

Info4You™

ItsGood™

MakeADiff™

MatchUs™

PersonalPage™

RecPoints™

TapWisdom™

WallOfFame™

XpertConnection™

 

Last modified: July 9, 2018