Relationship with talk-AI-tive
Your use of talk-AI-tive’ products, software, services and web sites (referred to collectively as the “Service(s)” in this document and excluding any services provided to you or your employees by talk-AI-tive under a separate written agreement) is subject to the terms of a legal agreement between you and talk-AI-tive (as defined below in Section) contained in this document and/or any other document expressly referred to herein. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
Unless otherwise agreed in writing with talk-AI-tive, your agreement with talk-AI-tive will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
Your agreement with talk-AI-tive will also include all subscription rates and payment terms applicable to the Services chosen by you (the “Payment Terms”). The Payment Terms, including any related additional terms applicable to your subscription, are published on talk-AI-tive websites or are otherwise made available to you either within, or through your use of, the Service you subscribe to. Depending on which Services you subscribe to, your agreement with talk-AI-tive may also include the terms of any Legal Notices applicable to such Services and/or certain terms specific to the use of such Services, in particular terms related to data collection and use (the “Specific Terms”). Where Specific Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service, or will be provided to you separately, upon your request.
The Universal Terms, together with any related Specific Terms applicable to your subscription and the Payment Terms, form a legally binding agreement between you and talk-AI-tive in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
If there is any contradiction between what the Specific Terms say and what the Universal Terms say, then the Specific Terms shall take precedence in relation to that Service.
Provision of the Services by talk-AI-tive
talk-AI-tive may have subsidiaries and affiliated legal entities in other countries (“Subsidiaries and Affiliates”). Sometimes, these companies may be providing the Services to you on behalf of talk-AI-tive itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you. Where Services are provided by talk-AI-tive’ Subsidiaries or Affiliates, talk-AI-tive will remain ultimately responsible for the provision of Services hereunder.
talk-AI-tive is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services, which talk-AI-tive provides, may change from time to time without prior notice to you.
As part of this continuing innovation, you acknowledge and agree that talk-AI-tive may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at talk-AI-tive’ sole discretion, without prior notice to you.
You acknowledge and agree that if talk-AI-tive disables access to your account for non-payment or other material breach of the Terms, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
Use of the Services by you
In order to access certain Services you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service or as part of your continued use of the Services. You agree that any registration information you give to talk-AI-tive will always be accurate, correct and up to date.
You agree to use the Services only for purposes that are permitted by (A) the Terms; and (B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, the United States or other relevant countries); and (C) any other applicable rules (including, without limitation, the Facebook, Twitter, Google, Instagram, rules).
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by talk-AI-tive, unless you have been specifically allowed to do so in a separate agreement with talk-AI-tive.
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Unless you have been specifically permitted to do so in a separate agreement with talk-AI-tive, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
You agree that you will not engage in any activity that may amount to the misuse of our Services that seeks to circumvent the Services’ terms. For example, if talk-AI-tive provides you with any portion of a Service for free (as part of a trial, pilot or otherwise), you may not engage in data mining or other excessive use of the Service, beyond what is permitted by the free Service (and as advertised for that free Service at the time of the relevant promotion). talk-AI-tive reserves the right to limit the customer’s activity on any of its free Services for any reason and without notice.
You agree that you are solely responsible for (and that talk-AI-tive have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which talk-AI-tive may suffer) of any such breach.
Privacy and your personal information
You agree with the fact that talk-AI-tive collects personal information when you register or use registration through Facebook Connect for a talk-AI-tive Service or otherwise voluntarily provides such information. By accepting the Terms of the Services, you expressly agree that (A) talk-AI-tive may use and process all personal information, including any sensitive personal information, that you provide when you register or use registration through Facebook Connect for a talk-AI-tive’ Service or otherwise voluntarily provide to us in connection with the Service, for the purpose of providing the Services to you; and that (B) talk-AI-tive may use and combine personal information collected from you with information from other talk-AI-tive Services to provide a better user experience, including Services that display customized content or advertising of our products or services. If you are an entity, “you” and “your personal data” in the context of this Section includes the personal data of the individual user within your organization who signs for talk-AI-tive’ Service through his or her Facebook Connect account on your behalf and you shall ensure that your users are acquainted with, and accept and abide by, these Terms to the extent they apply to them and their personal data.
You agree that talk-AI-tive servers may automatically record information when you visit our website or use some of our products, including the URL, IP address, browser type and language, and the date and time of your request; this helps us analyze usage of the system for further improvements and our health metrics. Other information, such as browser and language are gathered by software which we use for site monitoring.
You agree that talk-AI-tive may also share personal information with third parties in limited circumstances, including when complying with legal process, preventing fraud or imminent harm, and ensuring the security of our network and services; provided that in such circumstances talk-AI-tive will only share the limited personal information that is required to be shared in the unique situation.
You agree that talk-AI-tive may use personal contact information collected from you to contact you in the future regarding the Services.
You agree that talk-AI-tive may process your personal information, within the scope and for the purposes stipulated in this Section, for the entire term of your registration for a talk-AI-tive Service. You are entitled to access, update and/or correct your personal information, request blocking, correction, supplementing or permanently erase your personal information if they are incorrect or if you believe that our processing of your personal information is in contradiction with the protection of your private and personal life or in contradiction with the law; in such case, you are also entitled to appeal directly to the relevant Data Protection Authority. You can at any time request information about the processing of your personal information and talk-AI-tive will provide such information to you free of charge. You may also revoke your consent with the processing of your personal information at any time; however, in such case talk-AI-tive may no longer be able to offer you our Services. In this Section “you” also refers to your individual users if you are an entity.
With respect to any personal data that you provide us in connection with the Services (if any), you (A) instruct us to process such data, for the term of your legal agreement with talk-AI-tive under which you receive the Services, for the purpose of providing the Services to you; this may include troubleshooting aimed at preventing, detecting and repairing problems affecting the operation of the Services and the improvement of features that involve the detection of, and protection against, emerging and evolving threats to the user (such as malware or spam); and (B) authorize us to use such data for the purposes and in the scope described in Section through above. talk-AI-tive has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines in accordance with good industry practice and having regard to the state of technological development to protect your data against accidental loss, destruction, or alteration; unauthorized disclosure or access (including but not limited to taking reasonable steps to ensure the reliability of employees having access to your data and providing for limited access rights and access controls; authentication; personnel training; regular back up; data recovery and incident management procedures; restrictions on storing, printing and disposal of personal data; software protection of devices on which personal data are stored; etc.); or unlawful destruction. Upon request, talk-AI-tive will provide further details about the measures implemented by talk-AI-tive and its data service providers. Data collected from you may be transferred to, and stored and processed in, the United States or any other country in which talk-AI-tive or its Affiliates or subcontractors maintain facilities. talk-AI-tive will procure that if its subcontractors are located in the USA or other country outside the EU or EEA (A) they will, during the term of processing, be and remain certified under the EU and Swiss Safe Harbor programs as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the EU, the EEA, and Switzerland so long as they are maintained by the United States government, or (B) talk-AI-tive will implement other appropriate legal mechanism to ensure an adequate level of personal data protection by such subcontractors. talk-AI-tive represents that its current third party data service (hosting) provider, Amazon.com, Inc., Terry Avenue, Seattle, WA, and its controlled U.S. subsidiary providing the Service, Amazon Web Services, Inc., has participated in the EU and Swiss Safe Harbor framework since.
By providing any data (including personal information) to talk-AI-tive while using the Services, you declare that you have all necessary consents, permissions or registrations to process the provided data in this way. talk-AI-tive is not liable for any misprocessing of data that could occur by your provision of the data to talk-AI-tive.
You acknowledge that apart from any personal information collected from you talk-AI-tive may process and utilize any personal information concerning you (or your users if you are an entity) or any third party that you, your users or any such third party have chosen to make public, e.g. through Facebook APIs. The use of such publicly available information is typically governed by the terms applicable to the service or network through which the data were made publicly available and such information may typically be used, accessed by and shared with third parties.
You agree that talk-AI-tive may use aggregated, anonymized data derived from the data provided by you or collected by the program analytics in its own statistics, for auditing, for the purposes of product and market research and analytics (which help talk-AI-tive to improve its products and the range of products and to develop new technologies, products and services), benchmarks and other analyses, and to publish them and to share them with third parties outside of talk-AI-tive. talk-AI-tive will not directly or indirectly transfer any data received from you to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset.
Content in the Services
You understand that all information such as, without limitations, data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images (all such information being hereinafter referred to as the “Content”) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated.
You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services (if any), may be protected by intellectual property rights owned by the sponsors or advertisers who provide such Content to talk-AI-tive (or by other persons or companies on their behalf), and that the Content may include sensitive personal data. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such Content (either in whole or in part), unless you have been specifically told that you may do so by talk-AI-tive or by the owners of that Content, in a separate agreement.
talk-AI-tive reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
You agree that you are solely responsible for (and that talk-AI-tive have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which talk-AI-tive or third parties may incur and including any other legal liability, whether liability under civil, commercial, tort, penal or administrative law or any other legal theory) by doing so. You shall indemnify and hold talk-AI-tive harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded against, or incurred or paid by talk-AI-tive as a result of or in connection with your breach of any third party’s intellectual property or similar rights.
You acknowledge and agree that talk-AI-tive (or talk-AI-tive’ licensors) owns all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by talk-AI-tive and that you shall not disclose such information without talk-AI-tive’ prior written consent.
Unless you have agreed otherwise in writing with talk-AI-tive, nothing in the Terms gives you a right to use any of talk-AI-tive’ trade names, trademarks, service marks, logos, domain names and other distinctive brand features. For the avoidance of doubt, if any Service’s deliverables such as reports generated by you through the use of the Service include talk-AI-tive trade name, trademark, service mark, logo, domain name or other distinctive talk-AI-tive brand features, their use in connection with that report or other deliverable is permitted and Section below shall apply.
Other than the limited license set forth in Sections and1, talk-AI-tive acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with talk-AI-tive, you agree that you are responsible for protecting and enforcing those rights and that talk-AI-tive have no obligation to do so on your behalf.
You agree not to remove, blur, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
Unless you have been expressly authorized to do so in writing by talk-AI-tive, you agree that in connection with the Services, you will not use any trade mark, service mark, trade name, logo of any third party company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
Licence from talk-AI-tive
talk-AI-tive gives you a worldwide, royalty-free, non-assignable and non-exclusive license to use the software made accessible to you by talk-AI-tive as part of the Services provided to you by talk-AI-tive (referred to as the “Software” below). This license is granted for the term of your Services subscription for the sole purpose of enabling you (designated number of users within your organization) to use and enjoy the benefit of the Services as provided by talk-AI-tive, in the manner permitted by the Terms.
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by talk-AI-tive in writing.
Unless talk-AI-tive has given you specific written permission to do so, you may not assign, or sub-license, or lease your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
Content license from you
You retain copyright and any other intellectual property rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the Content on or through, the Services, you give talk-AI-tive a worldwide, royalty-free, and non-exclusive license for the term of the Services, to use, reproduce, adapt, modify, and publish (on your behalf and pursuant to your instructions) on social networks any Content which you submit, post or display on or through the Services. The license granted in this Section is for the sole purpose of enabling talk-AI-tive to display, distribute and promote the Services to you.
If you provide, as part of your use of talk-AI-tive’ Services or as part of the Content which you submit, post or display on or through the Services, any photograph or other materials protected by personality or privacy rights, you specifically agree that talk-AI-tive may use such photograph or other materials for the sole purposes of providing the Services.
You understand that talk-AI-tive, in performing the required technical steps to provide the Services to you, may (A) transmit or distribute your Content over various public networks and in various media; and (B) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit talk-AI-tive to take these actions.
You confirm and warrant to talk-AI-tive that you have all the rights, power and authority necessary to grant the above license.
The Services may include hyperlinks to other web sites or content or resources. talk-AI-tive has no control over any web sites or resources that are provided by companies or persons other than talk-AI-tive.
You acknowledge and agree that talk-AI-tive is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
You acknowledge and agree that talk-AI-tive is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
Changes to the Terms
talk-AI-tive may make changes to the Universal Terms or Specific Terms from time to time. When these changes are made, talk-AI-tive will make a new copy of the Universal Terms available at www.talk-AI-tive.com/terms-and-conditions and any new Specific Terms will be made available to you from within, or through, the affected Services.
You understand and agree that if you use the Services after the date on which the Universal Terms or Specific Terms have changed, talk-AI-tive will construe your use as acceptance of the updated Universal Terms or Specific Terms.
Accepting the Terms
In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.
You can accept the Terms by (A) clicking to accept or agree to the Terms; where this option is made available to you by talk-AI-tive, in the user interface for any Service; or (B) by payment for the Services; or (C) by actually using the Services. In this case, you understand and agree that talk-AI-tive will treat your use of the Services as acceptance of the Terms from that point onwards.
You may not use the Services and may not accept the Terms if (A) you are not of legal age to form a binding contract with talk-AI-tive; or (B) when contracting on behalf of an entity, you are not authorized to legally bind your company or organization to such terms; or (C) you are a person or entity barred from receiving the Services under the laws of the United States of America or other countries including the country in which you are resident or from which you use the Services.
If you accept the Terms in the user interface for a Service, by making a payment, or by commencing the use of the Service, we recommend that you print off or save a local copy of the Terms for your records before you continue.
The Services are provided by talk-AI-tive for consideration. The up-to-date prices applicable to your use of the Services are published on the Services website www.tait.hiwave.io for configurations of the Services eligible for online purchase and by using the Services at a particular moment you agree to the prices published as of that moment. The prices are in US dollars and do not include VAT.
You can pay for the Services by entering credit card information or by any other means as published, from time to time, on the Services website. Alternatively, you can contact us to agree on other methods of payment (invoicing). If you sign up for the Services online in the user interface for the Service, you agree that you will be charged periodically by talk-AI-tive pursuant to the payment conditions specified at checkout. You expressly acknowledge and agree that the initial price may change if you upgrade or change your subscription plan within the Service. You will always be informed about the price modification prior to making the upgrade or changing your subscription.
talk-AI-tive is not responsible for the payment processing provided by any third party, neither to the currency exchange rate used by the payment processing third party.
Each party will bear responsibility for payment of any taxes applicable to its own income and activities in connection with the Services.
Language of the Terms
The Terms are provided in English. Where talk-AI-tive have provided you with a translation of the English language version of the Terms, you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with talk-AI-tive.
If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.