TaliPay Terms of Service

About

TaliPay, Inc. (“we”, “us”, “our” or “TaliPay”) operates its platform (the “Solution”) and may provide certain other information, including email newsletters, subject to your compliance with these Terms of Service (the “Policy”, “Terms of Service” or the “Agreement”). The “Services” includes (a) the TaliPay website, (b) TaliPay’s platform and its services and all related services and technologies, and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”).

The Terms of Service constitute a binding agreement between TaliPay and you, the User or Registered User to the Service ("you" or "your"). You agree to be bound by these Terms of Service by accessing the Solution or using the Services. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT ACCESS THE SOLUTION OR USE ANY OF THE SERVICES.

We reserve the right at any time to:

1. Change any of the provisions of these Terms of Service;
2. Change the Services, including eliminating or discontinuing any content on, or features of, any portion of the Services;
3. Change any fees or charges for using the Solution and/or the Services; or
4. Impose limits on certain features and materials offered or restrict your access to the Solution or Services without notice or liability.

You should check back and review these Terms of Service frequently to ensure you are aware of the latest provisions.

Terms and Conditions

By entering or using the Services, you represent that:

1. You are at least 18 years old or the minimum legal age in your country to use the Services;
2. You understand the risks associated with using the Services;
3. You have the right, authority and capacity to enter into these Terms of Service on behalf of yourself and/or the person or entity that you represent (if applicable); and
4. Are not prohibited from entering into these Terms of Service or

Cancellation Policy

You may contact us for cancellation requests and inquiries at [email protected]. Please quote your email address and/or phone number on file.

Lifetime Subscriptions

A subscription can be transferred upon the death or incapacity of the Registered User by giving written notice to TaliPay and ensure that subscription fees are up to date. The subscription of such members would then terminate either upon termination by TaliPay or on their death and is not further transferable.

Term and Termination

These Terms of Use shall remain in full force and effect while you use the Solution. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITOUT LIMITATIONS FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION, WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

These Terms of Service have no fixed term and shall remain effective until terminated in accordance with these Terms of Service.

You may cancel your subscription without any penalty at any time by contacting [email protected], and your subscription will terminate at the end of your current paid term subscription period, as agreed upon at the onset of your subscription.

Code of conduct

While using the Solution and/or the Services, you agree not to:

1. Restrict or inhibit any other User or Registered User from using the Solution and/or the Services, including, without limitation, by means of "hacking" or "cracking" or defacing any portion of any of the Solution and/or the Services;
2. Use the Solution and/or the Services for any unlawful purpose;
3. Express or imply that any statements you make are endorsed by us, without our prior written consent;
4. Transmit (a) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third-party’s intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us);
5. Engage in spamming or flooding;
6. Transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
7. Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Solution and/or the Services;
8. Remove any copyright, trademark, or other proprietary rights notices contained on or in the Solution and/or the Services;
9. "Frame", "mirror" or link to any part of the Solution and/or the Services without our prior written authorization;
10. Use any robot, spider, search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Solution and/or the Services;
11. Harvest or collect information about Users or Registered Users to the Solution and/or the Services without their express consent; or
12. Copy, download or rebroadcast any video files made available as part of the Services.

While using the Solution and/or the Services, you agree to comply with all applicable laws, rules and regulations.

Restrictions

Except as expressly authorized under this Agreement, you may not:

1. Copy, modify, or create derivative works of the Services, in whole or in part;
2. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services;
3. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
4. Remove any proprietary notices from the Services;
5. Use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
6. Combine or integrate the Services with any software, technology, services, or materials not authorized by TaliPay;
7. Design or permit any integrations or applications to disable, override, or otherwise interfere with any TaliPay-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
8. Use the Services in any integrations applications to replicate or attempt to replace the user experience of the Services; or
9. Attempt to cloak or conceal your identity or the identity of any integrations or applications when requesting authorization to use the Services.

Registered User Restrictions

Registered Users are only permitted to use their subscription, username or password personally. Registered Users shall not permit anyone else to access or use the Solution and/or any of the Services through their username, password or other credentials.

Registered Users may not post or communicate any of the time sensitive content, known as events and alerts, provided to them on or through the Solution and/or the Services, whether provided in text, numerical or graphic format, on or through any social media platform or service, discussion group, bulletin board, email or text distribution list or other means, without the express prior written consent of TaliPay.

Resale or transfer of any subscription or the information or content received from or through the Solution and/or the Services without the prior written consent of TaliPay in its sole discretion is strictly forbidden.

ANY Registered User (OR ANY PERSON FOR WHOSE ACTIONS THE Registered User IS RESPONSIBLE) WHO VIOLATES THE PROVISIONS OF THIS SECTION OF THE TERMS OF SERVICE SHALL HAVE THEIR SUBSCRIPTION TERMINATED. TaliPay FURTHER RESERVES THE RIGHT TO PURSUE LEGAL ACTION AGAINST ANY Registered User WHO VIOLATES THE PROVISIONS OF THIS SECTION.

Intellectual Property Ownership; Submissions

Unless otherwise indicated, the Solution is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Solution (collectively the "Content") and the trademarks, service marks and logos contained theirin (the "Marks") are owned or controled by us or licensed to us and protected by copyright and trademark lawas and various other itellectual property rights and unfair competiion laws of the United States, International copyright laws and international conventions. Because we receive many emails and suggestions from our Users and Registered Users, we need to obtain certain rights in those materials. By sending or transmitting to us suggestions, ideas, feedback, notes, concepts, information, or other materials (collectively, "Submissions"):

You represent to us that you are entitled to grant the rights set out in the following sub-paragraph and that you will indemnify TaliPay for any damages for which TaliPay may be liable to any third party as a result of your failure to grant all or any part of such rights.

You grant us and our designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, communicate to the public, make available, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of any Submission. None of the Submissions shall be subject to any obligation on the part of TaliPay, whether of confidentiality, attribution, or otherwise, and we shall not be liable to the owner of any Submission for any use or disclosure of the Submission.

You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Solution or the Services and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.

Services and Tools

Your use of some areas of the Solution and/or certain Services may be governed by additional rules, which are available on www.talipay.com or by hyperlink from other Solutions. By using the Solution and/or any of the Services, you are acknowledging that you have reviewed all corresponding rules and agree to be bound by them. Some of the Services may have been provided by third parties for your use. You expressly acknowledge and agree that your use of all Services is solely at your risk.

No Support; Updates

This Agreement does not entitle you to any support for the Solution. You acknowledge that we may update or modify the Solution from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the Services. Your continued use of the Solution following an Update constitutes binding acceptance of the Update.

Ownership and Restrictions on Use

The Solution and the Services are owned and operated by us in conjunction with others pursuant to contractual arrangements. You may access and use the content on or available through the Solution and/or the Services, and download and/or print out one copy of any content on the Solution and/or the Services, solely for your personal use. You may not republish, upload, post, transmit or distribute content from the Solution and/or the Services in any way without our prior written permission which may be withheld at our sole discretion. Modification of the content or use of the content for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights in any such content by accessing or using the Solution and/or the Services.

www.talipay.com is a trademark and/or service mark of TaliPay. All other trademarks, service marks, and logos used by TaliPay in providing the Solution and/or the Service to Users and Registered Users are the trademarks, service marks, or logos of their respective owners.

Jurisdictional Issues

The Solution and/or the Services are solely directed to individuals residing in the United States and Canada. We make no representation that the content on or available through the Solution and/or the Services is appropriate or available to access or use in other locations. Users or Registered Users who choose to access the Solution and/or the Services from other locations do so on their own initiative and at their own risk, and are solely responsible for compliance with local laws. We reserve the right to limit the availability of all or any portion of the Solution and/or the Services to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantity or type of any services or products offered as part of the Services.

Disclaimers

The Solution and/or the Services, the materials provided as part of the Services, and any product or service obtained or accessed through the Solution and/or the services are provided "as is", "as available" and "with all faults" and without representations or warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, TaliPay disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, and non-infringement. TaliPay does not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or the server that makes them available are free of viruses or other harmful components. TaliPay does not warrant or make any representations regarding the use or the results of the use of the materials in the Services in terms of their correctness, accuracy, reliability, or otherwise. You (and not TaliPay) assume the entire cost of all necessary servicing, repair, or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

TaliPay and its suppliers, agents and sponsors do not warrant that your use of the Solution and/or the Services will be uninterrupted, error free, or secure, that defects will be corrected, or that the Solution and/or the Services are free of viruses or other harmful components.

The Solution and/or the Services may provide links to other websites that are not operated by TaliPay. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, or inappropriate nature of any content, advertising, products, services, or information located on or through any websites other than the Solution, nor for any loss or damages caused or alleged to have been suffered by you as a result of your use of or reliance on any such content.

You acknowledge that you are responsible for obtaining, maintaining and paying all charges related to all telephone, computer hardware and other equipment needed to access and use the Solution and/or the Services.

You assume total responsibility and risk for your use of the Solution and/or the Services. No opinion, advice, or statement of TaliPay or its suppliers, agents, members, or other Users or Registered Users, whether made through the Solution and/or the Services or otherwise, shall create any warranty. YOUR USE OF THE SOLUTION AND/OR THE SERVICES AND ANY CONTENT OF ANY KIND PROVIDED BY OR THROUGH THE SOLUTION AND/OR THE SERVICES ARE ENTIRELY AT YOUR OWN RISK.

You acknowledge that the internet and email are not 100% reliable. You agree that the email service is provided as a convenience and that the primary source of the Services is the TaliPay website. TaliPay is not responsible for your failure to receive any specific email communication. If you do not receive any expected email communication from TaliPay, you agree that it is your responsibility to check any spam filters or folders and to access any TaliPay information on the TaliPay website and use your assigned username and password.

The Solution and/or the Services could include inaccuracies or errors, or content that violate these Terms of Service (specifically, the Code of Conduct above). Additionally, it is possible that unauthorized alterations could be made by third parties to the Solution and/or the Services. Although we attempt to ensure the integrity of the Solution and the Services, we make no guarantees as to the completeness or correctness of the Solution and/or the Services at any time. In the event that you believe that any of the content on the Solution and/or the Services is inaccurate, erroneous, or violates these Terms of Service, please contact us via electronic mail to [email protected]. If possible, provide a description of the content to be checked and the location (URL) where such content can be found, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable.

If you believe that any of the content on the Solution infringes on copyrights owned by you or any third party, please provide details to [email protected].

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER TALIPAY NOR ITS SUPPLIERS, ADVERTISERS, AFFILIATES, OR AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SOLUTION AND/OR THE SERVICES AND/OR CONTENT AVAILABLE ON OR THROUGH THE SOLUTION AND/OR THE SERVICES, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICES INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SOLUTION OR THE SERVICES.

Your sole remedy for any damages you may have suffered through or related to your accessing or using the Solution and/or the Services and/or content available on or through within the Solution and/or the Services is to stop immediately using the Solution and the Services.

You agree that in any event the maximum liability which TaliPay shall have to you for any and all damages, losses, and causes of action, whether in contract, tort (including, without limitation, negligence), or otherwise relating to your accessing and/or use of the Solution and/or the Services shall be the total amount paid by you, if any, to access the Solution and/or the Services during the 12 month period immediately preceding the date that you first assert such a claim for any such damage, loss or cause of action.

Indemnification

You agree to indemnify, defend and hold us, our officers, directors, employees, consultants, advisors, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable legal fees and disbursements), or other expenses that arise directly or indirectly out of or from (a) your use or misuse of the Services; (b) your breach of these Terms of Service, including any violation of the Code of Conduct above; (c) any allegation that any Submissions or other communication that you submit to us or transmit to the Solution and/or the Services infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (d) your activities in connection with the Solution and/or the Services.

Privacy

TaliPay may collect, use or disclose your personal information during the course of your use of or access the Solution and/or the Services. Please refer to our Privacy Policy for additional details, available at www.talipay.com.

Governing Law and Jurisdiction

This agreement is governed by and construed in accordance with the laws of the Province of Ontario, Canada without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Province of Ontario. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted in the federal courts of Canada or the courts of the Province of Ontario, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.

Arbitration

Any controversy or claim, other than an action for injunction, arising out of or relating to these Terms of Service, or the breach thereof, the content of the Solution and/or the Services or the use of any information obtained from TaliPay regardless of the medium of transmission, shall be settled by arbitration administered by the International Centre for Dispute Resolution Canada in accordance with its Canadian Arbitration Rules, in front of one arbitrator, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such arbitration shall take place in Toronto, Ontario, Canada. The language of the arbitration shall be English. You agree that the prevailing party in any such arbitration between you and TaliPay shall be entitled to reimbursement of reasonable attorneys’ fees and costs and that the arbitrator shall include an amount of attorneys’ fees and costs in the award. The arbitrator’s award(s) and directions will be final and binding upon the parties and there will be no appeal therefrom on any question of law, fact or mixed fact and law.

Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

Modifications

We reserve the right, in our sole discretion, to modify the terms of these Terms of Service from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Solution or the Services or updating the “Last Revised” date at the first page of the Terms of Service. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Solution or the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms of Service, then your only recourse is to terminate the Terms of Service and stop using the Services.

Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Solution or in respect to the Solution, constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

Optional rates for our Services may be obtained via electronic mail at [email protected]. We reserve the right to change fees, surcharges, monthly or other periodic subscription fees, or to institute new fees at any time as provided in these Terms of Service.

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on the Solution and/or in respect to the Services constitute the entire agreement and understanding between you and us and govern your use of the Solution and/or the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Contact Us

Any questions or concerns regarding these Terms of Service should be directed to [email protected] or to our corporate headquarters address available at talipay.com