REALTALK
Terms of Service
Last Updated: July 31, 2024
1. Introduction
Proactifi, Inc. (together with its subsidiaries, divisions, and brands, collectively, the "Company," "us," "we," or "our," as the context may require) operates and provides the website located at www.realtalk.tech (the "Website") and services provided through the Website or otherwise provided by the Company, including subscription-based consulting services and any specialty add-on services (“Add-On Services”) you may request (referred to collectively as the "Services").
2. Acceptance of Terms of Service
The following terms and conditions (these "Terms of Service"), together with any documents they expressly incorporate by reference, including our Privacy Policy, as well as any separate purchase order or order form, statement of work, or quote that you have agreed to, govern your access to and use of the Services, including access and use through any other website or platforms or mobile applications and any content, features, functionality, materials, information, and services offered on or through the Services. These Terms of Service are entered into by and between you and the Company.
If you are entering into these Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the Terms. In that case, the terms “you” or “your” shall also refer to such entity, and its affiliates, as applicable. If you do not have such authority, or you do not accept all of these Terms of Service, do not use the Services or provide information to the Company.
Please read these Terms of Service carefully before you use the Services. By registering, accessing, or using the Services, or by clicking "I accept" or "I agree" to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service. If you do not agree to these Terms of Service, please do not visit, access, use, or otherwise interact with the Services.
The Services are offered and available to individuals who are eighteen (18) years of age or older. If you are not at least eighteen (18) years of age, you may not use or access the Services.
3. Changes to Terms of Service
We reserve the right to change these Terms of Service in our sole discretion without advance notice. Changes to these Terms of Service become effective on the date when the updated Terms of Service are published on the Services. Your continued use of the Services after we revise the Terms of Service means you accept such revisions with the date of update noted above and agree to abide and be bound by the most recent version of the Terms of Service, so please check this page periodically for updates.
4. Access
Certain portions of the Services allow users to set up an account, including creating login information such as a unique username and password. By setting up an account, you expressly agree to (a) keep the username, password, and other account or login information confidential; (b) supervise and be responsible for the use of your account; and (c) contact us and promptly change your login information if you believe that an unauthorized person has access to your account or login information.
You are responsible for maintaining the confidentiality of your account and login information and for restricting access to such information and to your phone and computer. You agree to accept responsibility for all activities that occur under your account or login information. You agree to notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security.
We have the right to suspend your account for improper access or violation of these Terms of Service, or at any time in our sole discretion for any or no reason. We further reserve the right to restrict your access to all or part of the Services at any time in our sole discretion for any or no reason.
By providing your information or creating an account, you agree that the Company may contact you by email, direct mail, telephone, or text message at any of the addresses or phone numbers, as applicable, provided by you or on your behalf in connection with your account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchase. You may opt out of receiving emails, telephone calls, or text messages by contacting us at any time.
If you use a mobile device, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. In the event you change or deactivate your mobile telephone number, you agree that you will update your account information on the Services within forty-eight (48) hours to ensure that your messages are not sent to the person who acquires your old number.
5. Subscription; Add-On Services
When purchasing your subscription for the Services, you may be presented with different plans or options, which may be subject to differences in pricing, usage rules, restrictions, and features. Your subscription will be subject to the terms specified in your Order Form. A subscription requires a minimum commitment of at least six (6) months. Even if we give you the option to divide payments over multiple payment periods, you commit to the purchase of at least six (6) months of that subscription. You agree to pay the applicable fees as set forth at the time of purchase as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts.
Your subscription to the Services includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed subscription period, unless cancelled in accordance with the instructions for cancellation below. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled, in accordance with these terms. When you provide a payment method, we may attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription.
We reserve the right to change our pricing. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party internet access charges and taxes in connection with your use of the Services.
FOLLOWING YOUR INITIAL SIX (6) MONTH MINIMUM COMMITMENT, YOU CAN CANCEL YOUR SUBSCRIPTION WITH 30 DAYS’ NOTICE PRIOR TO THE END OF THE THEN CURRENT SUBSCRIPTION PERIOD. CANCELLATION WILL TAKE EFFECT AT THE END OF THE CURRENT SUBSCRIPTION PERIOD UNLESS OTHERWISE DISCLOSED. IF YOU CANCEL, YOU WILL CONTINUE TO HAVE ACCESS TO THE SERVICES THROUGH THE END OF YOUR CURRENT SUBSCRIPTION PERIOD. IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD, YOU MUST CANCEL YOUR SUBSCRIPTION 30 DAYS PRIOR TO THE END OF YOUR SUBSCRIPTION PERIOD. WE DO NOT REFUND OR CREDIT FOR PARTIALLY USED SUBSCRIPTION PERIODS, ALTHOUGH WE MAY PROVIDE SUCH REFUNDS OR CREDITS ON A CASE-BY-CASE BASIS IN OUR SOLE AND ABSOLUTE DISCRETION. TO CANCEL YOUR SUBSCRIPTION TO THE SERVICES, LOG INTO YOUR ACCOUNT AND FOLLOW THE INSTRUCTIONS ON YOUR ACCOUNT PAGE.
If you purchase credits for Add-On Services with your subscription, the Add-On Services will be subject to the terms specified on your purchase order or order form, statement of work, or quote. You agree to pay the applicable fees as set forth at the time of purchase as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Any unused credit for Add-On Services will expire at the end of your current subscription period unless we expressly communicate otherwise, and we do not offer refunds on Add-On Services in any circumstances. If your access to the Services is terminated, any unused credit for Add-On Services will expire immediately, and no refund or any other liability will be owed to you.
In connection with your subscription or Add-On Services purchase, you may be asked to supply certain payment information, such as your credit card number and your billing address information. We may keep your detailed payment information on file with our third-party payment processor. You represent and warrant that you have the right to use any credit card or other payment mechanism that you use in connection with your purchase. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating your purchase. Verification of information may be required prior to the acknowledgment or completion of any purchase. You agree to pay all fees and charges incurred in connection with your purchase, at the rates in effect when the fees and charges were incurred. For example, if you purchase with a payment mechanism issued through a bank based outside of the United States, your bank may charge you foreign transaction fees and other similar fees. You are responsible for keeping your payment details up to date by changing the details in your account settings. When your details change or are due to expire, we may obtain or receive from your payment provider updated payment details including your card number, expiry date and CVV (or equivalent). This enables us to continue to provide you access to the Services. You authorize us to continue to charge your card using the updated information. In the event of a failed attempt to charge to your payment method (e.g. if your payment method has expired), we reserve the right to retry billing your payment method. If a payment is not successfully authorized due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription and/or terminate the Order Form related to your Add-On Services purchase. You will remain responsible for any amounts you fail to pay in connection with your subscription or Add-On Services purchase, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys’ fees, and court costs.
6. BuyerAI
The Services include the Company’s proprietary AI recommendations tool, BuyerAI, which is designed to generate responses ("Output") based on inputs or prompts ("Input"). The Company does not guarantee accuracy of any Output generated by BuyerAI. Given the probabilistic nature of machine learning and AI, use of BuyerAI may result in an erroneous or non-sensical Output, and as such, you should not assume the accuracy of any Output. Furthermore, Output may not be unique across users, and BuyerAI may generate the same or similar Output for other users. Other users may use similar Input and receive the same, similar, or different responses. You are responsible for any such Input or content you provide in connection with BuyerAI, including ensuring that it does not violate any applicable law or these Terms. You agree that the Company shall have no confidentiality obligations with respect to any Input or content you provide in connection with BuyerAI.
By using the Services, including BuyerAI, you acknowledge and agree to comply with OpenAI’s Terms of Use, which govern the use of OpenAI’s API integrated into the Services. Any violation of OpenAI’s terms may result in the suspension or termination of your access to the Services.
The Company does not claim ownership of Input, Output, or any other content you provide, post, input, or submit to, or receive from, BuyerAI. However, by using BuyerAI and by posting, uploading, inputting, providing, or submitting other content in connection with BuyerAI, you are granting the Company permission to use the Input, Output, and related content in connection with the operation of its businesses, including, without limitation, a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable and sub-licensable right and license to use, publish, reformat, copy, distribute, reproduce, modify, edit, adapt, publicly perform, translate, create derivative works from, and display throughout the world in any media, now known or hereafter devised, the Input, Output, and other content you provide in connection with BuyerAI.
With respect to your use of BuyerAI, you agree not to:
• Mislead anyone that Output generated by BuyerAI is human generated.
• Include in any Input any personal information; any deceptive, fraudulent, defamatory, indecent, obscene, harassing, violent, or otherwise harmful or objectionable material, or any material that contains nudity, sexually explicit or pornographic material, violence, or discrimination based on race, gender, sex, sexual orientation, religion, nationality, disability, or age; any viruses, Trojan horses, worms, logic bombs, corrupted data or other material that is malicious or technologically harmful; or any material that infringes, misappropriates, or violates any third-party rights.
• Use BuyerAI in a way that infringes, misappropriates, or violates any third-party rights.
• Use BuyerAI for activities which have create a significant potential to harm individuals' health, safety, or fundamental rights.
• Use BuyerAI for activities that have high risk of economic harm, for adult content, adult industries, and dating apps; offering tailored financial advice without a qualified person reviewing the information; to provide health advice, political campaigning, or lobbying.
• Reverse assemble, reverse compile, decompile, translate otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of BuyerAI (except to the extent such restrictions are contrary to applicable law).
• Use the BuyerAI to develop foundation models or other large-scale models that compete with the Company.
• Use any method to extract data from BuyerAI, including scraping, harvesting, or web data extraction methods.
7. User Contributions; Feedback
The Services contain chat functions, personal profiles, forums, and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials on or through the Services (collectively, "User Contributions," which include Input (as defined above) and any other content you provide in connection with BuyerAI). All User Contributions must comply with these Terms of Service.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable and sub-licensable license, subject to these Terms, to use the User Contributions for any purpose, including to use, publish, reformat, copy, distribute, reproduce, modify, edit, adapt, publicly perform, translate, and create derivative works from such User Contributions, in whole or in part, in any format or medium now known or developed in the future, including without limitation for providing, promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels, without any further consent, notice and/or compensation to you or to any third parties.
You represent and warrant that:
• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions are accurate and up to date.
• All of your User Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services. You assume all risk for any User Contributions you submit, including anyone’s reliance upon such User Contributions. You may expose yourself to liability if you submit User Contributions that are false, misleading, defamatory, violates any third-party right or contractual restriction or contains unlawful material. You agree that you will indemnify, defend, and hold harmless the Company for all claims resulting from User Contributions that you submit, including but not limited to claims alleging defamation. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.
You acknowledge and agree that we may generate revenues, increase goodwill, or otherwise increase our value from your User Contributions and your use of the Services, and except as specifically permitted by us in these Terms of Service or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill, or value whatsoever.
You further acknowledge and agree that we reserve the right, in our sole discretion, to reject, move, edit, or remove any User Contributions that are contributed to the Services for any reason or no reason, but we do not assume the obligation. We have no obligation to retain or provide you copies of the User Contributions.
You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Contributions and that you must evaluate and bear all risks associated with your use of or reliance on User Contributions. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise and any ranking on the Services does not constitute or imply endorsement or recommendation thereof by the Company. User Contributions and rankings consist of the opinions of third parties and may contain inaccuracies. The Company makes no assurances regarding the quality, accuracy, or reliability of any User Contributions or rankings on the Services. You also understand that by using the Services, you may be exposed to User Contributions that you may consider offensive or objectionable. You understand and acknowledge that when you view User Contributions provided by others on the Services, you are doing so at your own risk. The content on our Services is provided for general information only. It is not intended to amount to advice on which you should rely.
Any and all of your feedback about the Services, such as suggestions for corrections, updates, alterations, changes, or modifications to the Services will be the property of the Company and you hereby assign any rights in such feedback to the Company, without payment to you.
8. Termination, Monitoring, and Enforcement
We reserve the right to restrict or terminate your access to all or part of the Services at any time in our sole discretion for any or no reason. If your account or access is terminated for any reason or no reason, you agree not to attempt to establish a new account under any name, real or assumed.
We have the right to:
• Monitor, delete, edit, remove, or refuse to post any User Contributions, in whole or in part, for any or no reason in our sole discretion without notice to you.
• Take any action with respect to any User Contributions that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contributions violate the Terms of Service, infringe any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Services or the public or could create liability for the Services.
• Disclose your identity or other information about you to any third party who claims that material posted by you, or through your username, violates such third party's rights, including its intellectual property rights or its right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD US AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDERS HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We cannot review all material before it is posted on the Services, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding User Contributions or other transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to you or any third party for performance or nonperformance of the activities described herein.
9. Prohibited Uses
You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services to:
• Access or attempt to access data not meant for you, or intercept or attempt to intercept electronic mail or other forms of electronic communication not intended for you.
• Invade the privacy of, obtain the identity of, or obtain any personal information about any other user of our Services.
• Communicate with us or upload to or transmit on the Services any deceptive, fraudulent, inaccurate, defamatory, indecent, obscene, harassing, violent, or otherwise harmful or objectionable material, or any material that contains nudity, sexually explicit or pornographic material, violence, or discrimination based on race, gender, sex, sexual orientation, religion, nationality, disability, or age.
• Provide compensation or receive compensation in exchange for writing or requesting the removal of any content.
• Exercise undue influence or manipulation over others’ feedback or content.
• Violate any applicable federal, state, local or international law or regulation, or violate the legal rights (including intellectual property rights or the rights of publicity and privacy) of others, including by providing content that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships.
• Promote any illegal activity or advocate, promote, or assist any unlawful act.
• Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any similar solicitation.
• Impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing), or to misrepresent an affiliation with any person or organization.
• Collect information about others (including email addresses) without their consent.
• Violate these Terms of Service or any other policies or agreements that you enter into with us.
• Engage in any other conduct that restricts or inhibits use of the Services, or which, as determined by us in our sole discretion, may harm the Company or users of the Services.
Additionally, you agree not to:
• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
• Probe, scan, or test the vulnerability of our Services, our network, our security, or authentication measures without proper authorization.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, corrupted data or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.
Your failure to comply with the above provisions may result in the termination of your access to the Services and may expose you to civil and/or criminal liability. We reserve the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services, and to terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.
10. Intellectual Property Rights
The Services and all related content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Service permit you to use the Services for your internal business use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on or through the Services, except as follows:
• Your computer or other electronic device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Services for your own internal business use and not for further reproduction, publication, or distribution.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.
You may not:
• Modify copies of any materials from the Services.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
• Access or use any part of the Services for any purpose except your own internal business use.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Service, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content therein is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
Except as expressly provided, nothing contained in these Terms of Service or anywhere on the Services shall be construed as conferring any license under any intellectual property rights of the Company, its licensors, or any third party.
Unauthorized attempts to upload information or change information are strictly prohibited and may be punishable under the Computer Fraud and Abuse Act of 1986.
We respect the intellectual property rights of others, and it is our policy to respond expeditiously to claims of intellectual property infringement. We will promptly process and investigate notices of alleged infringement and take appropriate actions under the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act and other applicable intellectual property laws. If you are aware of or experience any circumstances that appear to be a violation of these Terms of Service, please inform us by contacting us via e-mail at legal@realtalk.tech.
Any such notice must include: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; (b) a description of the copyrighted work or trademark that you claim has been infringed; (c) a description of the location on the Services of the claimed infringing material; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the claimed infringing use is not authorized by the copyright or trademark owner, its duly authorized agent, or the law; and (f) a statement by you that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright or trademark owner's behalf.
Upon receipt of such notice, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will terminate access for a registered user who is a repeat infringer.
11. Third-Party Services, Apps, or Websites
The Services provide the ability for services providers (“Vendors”) to connect with potential clients of such providers seeking services (“Clients”). While we may connect Vendors and/or Clients and assist in negotiating engagements, we are not a participant in any engagements between any such Vendors and/or Clients. Any engagement between you and any counter parties identified through the Services is at your own risk. We recommend that Vendors and Clients contract through appropriate legal services contracts, as reviewed and approved by respective legal counsel. The Services do not guarantee results and the Company will not be liable for any issues arising between Vendors and Clients. We are not responsible for and do not guarantee the performance of any services provided by the Vendors featured on the Services. The Company has and will have no formal involvement in any such engagement, and the Company does not and will not assume any liabilities, indemnifications, warranties, or any other obligations related to any such engagement. By using the Services, Vendors and Clients agree that the Company will bear no such responsibility as set forth in the previous sentence.
We do not guarantee any premium or sponsored Vendors, nor do we prefer or endorse the services of any one of the Vendors featured on the platform. Before services from the Vendors found on the Services are purchased, Clients should confirm with the Vendor that all information is accurate and conduct their own evaluation as to whether the Vendor is suitable.
We reserve the right to monitor all Client requests submitted through the Services and email to connect with potential Vendors (“Connection Requests”). We monitor all such Connection Requests to help identify and qualify the best prospective Clients for the most appropriate Vendors. Connection Requests determined inappropriate, at our sole discretion, will not be processed. The information disclosed during the submission of a Connection Request is subject to our Privacy Policy. By submitting a Connection Request, the Client may share some personal information, as defined in the Privacy Policy, as well as information concerning the Client’s needs. All Clients who submit a Connection Request agree to share any of this information with the potential Vendors that they have requested to connect with.
While using the Services, you may also access third-party apps or websites through search results displayed on or through the Services and links contained on the Services. Such third-party apps or websites are not under our control, and we are not responsible for the availability of such apps or websites or their contents. Any links provided on the Services are provided for your interest or convenience only and do not represent or imply any endorsement by the Company of any such linked app or website. You acknowledge that the use of such third-party app or website is governed by the terms and conditions applicable to any such app or website, and if you decide to access any such third-party app or website, you do so entirely at your own risk and subject to the terms and conditions of use for each such app or website.
12. Availability
We may periodically schedule system downtime for maintenance and other purposes, and the Services may be unavailable due to unplanned system outages or circumstances outside of our control. We shall have no liability to any user or third party whatsoever for the resulting unavailability of the Services, or for any loss of data or transactions caused by planned or unplanned system outages, or for the resultant delay, misdelivery, or non-delivery of information caused by such system outages.
We reserve the right to terminate, withdraw, or amend the Services or any portion thereof, including any product, service, or material we provide on or through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or to the Services altogether.
13. Errors
We attempt to provide the most recent, accurate, and reliable information on our Services. However, there may be occasions when information featured on our Services may contain typographical errors, incomplete data, inaccuracies, or items featured on the Services that are no longer available, or errors may appear from time to time as a result of user-generated content. We do not warrant that the information accessible via the Services is accurate, complete, or current. Any errors are unintentional, and we apologize if erroneous information is reflected on the Services. We reserve the right to correct errors and to update the Services at any time, but we are under no obligation to update the Services or any related content.
14. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APP OR WEBSITE LINKED TO IT.
The Company does not assume any liability for the materials, information, opinions, and other related content provided on, or available through, the Services. Reliance on the Services or any related content is solely at your own risk. The Company disclaims any liability for injury or damages resulting from use of the Services, any portion of the Services, or the related content.
YOUR USE OF THE SERVICES, RELATED CONTENT, AND ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, RELATED CONTENT, AND ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR RELATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, RELATED CONTENT, OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES, RELATED CONTENT, AND ANY PRODUCTS, SERVICES, OR ITEMS PROVIDED ON OR AVAILABLE THROUGH THE SERVICES OR ANY LINKED APP OR WEBSITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES OR RELATED CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY THE COMPANY AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
IF YOU HAVE A CLAIM AGAINST THE COMPANY THAT ARISES OUT OF THESE TERMS OF SERVICE OR IS OTHERWISE RELATED TO THE SERVICES, THEN IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY TO YOU BE MORE THAN THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID THE COMPANY FOR THE SERVICES OVER THE PRECEDING TWELVE (12) MONTHS; OR (B) $100.
Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, therefore, some of the limitations above may not apply to you.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
16. Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, managers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) your access, use, or misuse of the Services; (ii) any User Contributions posted by you; (iii) your violation of these Terms of Service; (iv) the actual or alleged infringement of any of our or any third-party proprietary or intellectual property right arising out of your copying, republishing, uploading, posting, transmitting, distributing, selling, or using the Services in any manner not authorized by us; or (v) your negligent or fraudulent conduct. This includes, but is not limited to, any use of the content, products, and services on the Services other than as expressly authorized in these Terms of Service.
17. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Termination
Your failure to comply with these Terms of Service automatically revokes your authorization to use the Services and terminates all rights granted to you under these Terms of Service. Your obligations to the Company and its affiliates and third-party service providers relating to your use of the Services prior to termination shall continue after termination. Provisions of these Terms of Service regarding the content restrictions and limitations, disclaimers, indemnification, and liability limitations shall survive termination of these Terms of Service for any reason.
19. Miscellaneous
When you visit the Services, submit a request for help, send an email to us, or otherwise communicate with us through the Services or electronically, you expressly grant the Company, its affiliates, or third-party service providers the right to communicate with you electronically. This includes, but is not limited to, posting notices on the Services or responding to your email. You agree that all agreements, notices, disclosures, or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Except as expressly set forth herein, in the event of a conflict between these Terms of Service and any applicable terms to specific products or services that you receive from us, the terms of the specific product or service shall govern.
All matters relating to the Services or these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.
You may not assign or delegate any rights or obligations under these Terms of Service. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms of Service, fully or partially without notice to you.
These Terms of Service constitute the entire agreement between you and the Company with respect to our Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to our Services. No failure on the part of the Company to exercise and no delay in exercising any right under these Terms of Service shall operate as a waiver of such right. If any provision contained in these Terms of Service is determined by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable, that provision shall be severed from these Terms of Service and the remaining provisions shall continue in full force and effect.
20. How to Contact Us
If you have any feedback, comments, questions, or requests for technical support relating to the Services, you may contact us:
• Via phone at 847-702-7417
• Via email at contact@realtalk.tech; or
• Via mail at 1164 W Madison Street, Chicago, IL 60607