HelloTalk,
Inc. (“HelloTalk,” “we,” “us,” “our”) provides its services (described below)
to you through its website located at hellotalk.com (the “Site”) and its
mobile applications and related services (collectively, such services,
including any new features and applications, and the Site, the “Service(s)”),
subject to the following Terms of Service (as amended from time to time, the
“Terms of Service”). We reserve the right, at our sole discretion, to change or
modify portions of these Terms of Service at any time. If we do this, we will
post the changes on this page and will indicate at the top of this page the
date these terms were last revised. We will also notify you, either through the
Services user interface, in an email notification or through other reasonable
means. Any such changes will become effective no earlier than seven (7) days
after they are posted, except that changes addressing new functions of the
Services or changes made for legal reasons will be effective immediately. Your
continued use of the Service after any such changes constitutes your acceptance
of the new Terms of Service. If you do not agree to abide by these or any
future Terms of Service, do not use or access (or continue to use or access)
the Service. It is your responsibility to regularly check the Site to determine
if there have been changes to these Terms of Service and to review such
changes.
In
addition, when using certain services, you shall be subject to any additional
terms applicable to such services that may be posted on the Service from time
to time, including, without limitation, the Privacy
Policy. All such terms are hereby incorporated by reference
into these Terms of Service.
ACCESS AND USE OF THE SERVICE
Services Description: The HelloTalk Service
is designed to allow users to learn and practice languages, meet other members
from around the world, and other functions, from a mobile application and/or
website.
Your Registration Obligations: You may be required
to register with HelloTalk in order to access and use certain features of the
Service. If you choose to register for the Service, you agree to provide and
maintain true, accurate, current and complete information about yourself as
prompted by the Service’s registration form. Registration data and certain
other information about you are governed by our Privacy Policy. If you
are under 18 years old, you may use the Service, with or without registering,
only with the approval of your parent or guardian.
Member Account, Password and Security: You are
responsible for maintaining the confidentiality of your password and account,
if any, and are fully responsible for any and all activities that occur under
your password or account. You agree to (a) immediately notify HelloTalk of any
unauthorized use of your password or account or any other breach of security,
and (b) ensure that you exit from your account at the end of each session when
accessing the Service and/or lock and password protect the device used to
access the Service. HelloTalk will not be liable for any loss or damage arising
from your failure to comply with this Section.
Modifications to Service: HelloTalk reserves
the right to modify or discontinue, temporarily or permanently, the Service (or
any part thereof) with or without notice. You agree that HelloTalk shall not be
liable to you or to any third party for any modification, suspension or
discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that HelloTalk
may establish general practices and limits concerning use of the Service,
including without limitation the maximum period of time that data or other
Content will be retained by the Service and the maximum storage space that will
be allotted on HelloTalk’s servers on your behalf. You agree that HelloTalk has
no responsibility or liability for the deletion or failure to store any data or
other Content maintained or transmitted by the Service. You acknowledge that HelloTalk
reserves the right to terminate accounts that are inactive for an extended
period of time. You further acknowledge that HelloTalk reserves the right to
change these general practices and limits at any time, in its sole discretion,
with or without notice.
Mobile Services: The
Service includes certain services that are available via a mobile device,
including (i) the ability to browse the Service and the Site from a mobile
device and (ii) the ability to access certain features through an application
downloaded and installed on a mobile device (collectively, the “Mobile Services”).
To the extent you access the Service through a mobile device, your wireless
service carrier’s standard charges, data rates and other fees may apply. In
addition, downloading, installing, or using certain Mobile Services may be
prohibited or restricted by your carrier, and not all Mobile Services may work
with all carriers or devices.
CONDITIONS OF USE
User Conduct: You are
solely responsible for all information, data, text, software, music, sound,
photographs, graphics, video, messages or other materials (“Content”) that you
upload, post, publish or display (hereinafter, “Post”) or email or otherwise
transmit or use via the Service. The following are examples of the kind of
content and/or use that is illegal or prohibited by HelloTalk. HelloTalk
reserves the right to investigate and take appropriate legal action against
anyone who, in HelloTalk’s sole discretion, violates this provision, including
without limitation, removing the offending Content from the Service, suspending
or terminating the account of such violators and reporting you to the law
enforcement authorities. You agree to not use the Service to Post, email or
otherwise transmit any Content that:
i.
is unlawful, harmful, threatening,
abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene,
sexual, pornographic, libelous, invasive of another’s privacy, hateful
racially, ethnically or otherwise objectionable;
ii.
you do not have a right to transmit
under any law or under contractual or fiduciary relationships;
iii.
infringes any intellectual property
or other proprietary rights of any party;
iv.
constitutes unsolicited or
unauthorized advertising, promotional materials, commercial activities and/or
sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,”
“contests,” “sweepstakes,” or any other form of solicitation;
v.
contains software viruses or any
other computer code, files or programs designed to interrupt, destroy or limit
the functionality of any computer software or hardware or telecommunications
equipment;
vi.
in the sole judgment of HelloTalk,
is objectionable or which restricts or inhibits any other person from using or
enjoying the Service, or which may expose HelloTalk or its users to any harm or
liability of any type;
vii.
impersonate any person or entity, or
falsely state or otherwise misrepresent your affiliation with a person or
entity;
viii.
solicit personal information from
anyone under the age of 18;
ix.
harvest or collect email addresses
or other contact information of other users from the Service or the Site by
electronic or other means for the purposes of sending unsolicited emails or
other unsolicited communications;
x.
advertise or offer to sell or buy
any goods or services for any business purpose that is not specifically
authorized;
xi.
interfere with or disrupt the
Service or servers or networks connected to the Service, or disobey any
requirements, procedures, policies or regulations of networks connected to the
Service;
xii.
or violate any applicable local,
state, national or international law, or any regulations having the force of
law;
xiii.
further or promote any criminal
activity or enterprise or provide instructional information about illegal
activities;
xiv.
or obtain or attempt to access or
otherwise obtain any materials or information through any means not
intentionally made available or provided for through the Service.
Fees: You
acknowledge that HelloTalk reserves the right to charge for any portion of the
Service and to change its fees (if any) from time to time in its discretion.
You agree to pay all fees when due in accordance with the terms set forth on
the Site.
Payment through the Service: HelloTalk offers certain enhanced features of
the Services which you can purchase in a variety of terms including, but not
limited to, a three month, one year, monthly auto-recurring, yearly
auto-recurring, and lifetime subscription (“Subscription”). A description of
features associated with Subscriptions is available via the Services. The
amounts due and payable by you for a Subscription that you purchase through the
Services will be presented to you before you place your order. If you
choose to purchase a Subscription via the Services, you agree (a) to pay the
applicable fees and any taxes; (b) that HelloTalk may charge your credit card
for verification, pre-authorization and payment purposes if you purchase via
the site, or if you purchase via the App, charge your account with the app
store or distribution platform (like the Apple App Store or Google Play) where
the App is made available (each, an “App Provider”); and (c) to bear any
additional charges that your App Provider, bank or other financial service
provider may levy on you as well as any taxes or fees that may apply to your
order. You’ll receive a confirmation email after we confirm the payment
for your order. Your order is not binding on HelloTalk until accepted and
confirmed by HelloTalk. All payments made are non-refundable and
non-transferable except as expressly provided in these Terms.
If you have any concerns or objections regarding charges, you
agree to raise them with us first and you agree not to cancel or reject any
credit card or App Provider charges unless you have made a reasonable attempt
at resolving the matter directly with HelloTalk.
HelloTalk reserves the right to not process or to cancel your
order in certain circumstances, for example, if your credit card is declined,
if we suspect the request or order is fraudulent, or in other circumstances HelloTalk
deems appropriate in its sole discretion. HelloTalk also reserves the right, in
its sole discretion, to take steps to verify your identity in connection with
your order. HelloTalk will either not charge you or refund the charges for
orders that we do not process or cancel.
Apple-Enabled Software Applications
HelloTalk offers
Software applications that are intended to be operated in connection with
products made commercially available by Apple Inc. (“Apple”), among other
platforms. With respect to Software that is made available for your use in
connection with an Apple-branded product (such Software, “Apple-Enabled
Software”), in addition to the other terms and conditions set forth in these
Terms of Service, the following terms and conditions apply:
·
HelloTalk and you acknowledge that
these Terms of Service are concluded between HelloTalk and you only, and not
with Apple, and that as between HelloTalk and Apple, HelloTalk, not Apple, is
solely responsible for the Apple-Enabled Software and the content thereof.
·
You may not use the Apple-Enabled
Software in any manner that is in violation of or inconsistent with the Usage
Rules set forth for Apple-Enabled Software in, or otherwise be in conflict
with, the App Store Terms of Service.
·
Your license to use the Apple-Enabled
Software is limited to a non-transferable license to use the Apple-Enabled
Software on an iOS Product that you own or control, as permitted by the Usage
Rules set forth in the App Store Terms of Service.
·
Apple has no obligation whatsoever
to provide any maintenance or support services with respect to the
Apple-Enabled Software.
·
Apple is not responsible for any
product warranties, whether express or implied by law. In the event of any
failure of the Apple-Enabled Software to conform to any applicable warranty,
you may notify Apple, and Apple will refund the purchase price for the
Apple-Enabled Software to you, if any; and, to the maximum extent permitted by
applicable law, Apple will have no other warranty obligation whatsoever with
respect to the Apple-Enabled Software, or any other claims, losses,
liabilities, damages, costs or expenses attributable to any failure to conform
to any warranty, which will be HelloTalk’s sole responsibility, to the extent
it cannot be disclaimed under applicable law.
·
HelloTalk and you acknowledge that HelloTalk,
not Apple, is responsible for addressing any claims of you or any third party
relating to the Apple-Enabled Software or your possession and/or use of that
Apple-Enabled Software, including, but not limited to: (i) product liability
claims; (ii) any claim that the Apple-Enabled Software fails to conform to any
applicable legal or regulatory requirement; and (iii) claims arising under
consumer protection or similar legislation.
·
In the event of any third party
claim that the Apple-Enabled Software or the end-user’s possession and use of
that Apple-Enabled Software infringes that third party’s intellectual property
rights, as between HelloTalk and Apple, HelloTalk, not Apple, will be solely
responsible for the investigation, defense, settlement and discharge of any
such intellectual property infringement claim.
·
If you have any questions,
complaints or claims with respect to the Apple-Enabled Software, they should be
directed to HelloTalk at support@hellotalk.com.
HelloTalk and you
acknowledge and agree that Apple, and Apple’s subsidiaries, are third party
beneficiaries of these Terms of Service with respect to the Apple-Enabled
Software, and that, upon your acceptance of the terms and conditions of these
Terms of Service, Apple will have the right (and will be deemed to have
accepted the right) to enforce these Terms of Service against you with respect
to the Apple-Enabled Software as a third party beneficiary thereof.
Special Notice for International Use; Export Controls: Software (defined
below) available in connection with the Service and the transmission of
applicable data, if any, is subject to United States export controls. No
Software may be downloaded from the Service or otherwise exported or
re-exported in violation of U.S. export laws. Downloading or using the Software
is at your sole risk. Recognizing the global nature of the Internet, you agree
to comply with all local rules and laws regarding your use of the Service,
including as it concerns online conduct and acceptable Content.
Commercial Use: Unless
otherwise expressly authorized herein or in the Service, you agree not to
display, distribute, license, perform, publish, reproduce, duplicate, copy,
create derivative works from, modify, sell, resell, exploit, transfer or
transmit for any commercial purposes, any portion of the Service, use of the
Service, or access to the Service. The Service is for your personal use and may
not be used for direct commercial endeavors.
Service Content, Software and Trademarks: You acknowledge and
agree that the Service may contain content (“Service Content”) that is
protected by copyright, patent, trademark, trade secret or other proprietary
rights and laws. Except as expressly authorized by HelloTalk, you agree not to
modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create
derivative works based on the Service or the Service Content, in whole or in
part, except that the foregoing does not apply to your own User Content (as
defined below) that you legally upload to the Service. In connection with your
use of the Service you shall not engage in or use any data mining, robots,
scraping or similar data gathering or extraction methods. Any use of the Site
or the Service Content other than as specifically authorized herein is strictly
prohibited. The technology and software underlying the Service or distributed
in connection therewith is the property of HelloTalk, our affiliates and our
partners (the “Software”). You
agree not to copy, modify, create a derivative work of, reverse engineer,
reverse assemble or otherwise attempt to discover any source code, sell,
assign, sublicense, or otherwise transfer any right in the Software. Any rights
not expressly granted herein are reserved by HelloTalk.
The HelloTalk name
and logos are trademarks and service marks of HelloTalk (collectively the “HelloTalk
Trademarks”). Other company,
product, and service names and logos used and displayed via the Service may be
trademarks or service marks of their respective owners who may or may not
endorse or be affiliated with or connected to HelloTalk. Nothing in this Terms
of Service or the Service should be construed as granting, by implication,
estoppel, or otherwise, any license or right to use any of HelloTalk Trademarks
displayed on the Service, without our prior written permission in each
instance. All goodwill generated from the use of HelloTalk Trademarks will
inure to our exclusive benefit.
Third Party Material: Under no
circumstances will HelloTalk be liable in any way for any Content posted by
third parties or at the direction of users, including, but not limited to, for
any errors or omissions in any Content, or for any loss or damage of any kind
incurred as a result of the use of any Content posted, emailed or otherwise
transmitted via the Service. You acknowledge that HelloTalk does not pre-screen
Content, but that HelloTalk and its designees shall have the right (but not the
obligation) in their sole discretion to refuse or remove any Content that is
available via the Service. Without limiting the foregoing, HelloTalk and its
designees shall have the right to remove any Content that violates these Terms
of Service or is deemed by HelloTalk, in its sole discretion, to be otherwise
objectionable. You agree that you must evaluate, and bear all risks associated
with, the use of any Content, including any reliance on the accuracy,
completeness, or usefulness of such Content.
User Content Posted on or through the Service: You are solely
responsible for the Content and other materials you Post on or through the
Service or the Site or transmit to or share with other users or recipients
(collectively, “User Content”). You will not Post any Content that you did not
create or that you do not own all right, title and interest in and to,
including, without limitation, all copyright and rights of publicity contained
therein. By Posting any User Content you hereby grant and will grant HelloTalk
and its affiliated companies a nonexclusive, worldwide, royalty free, fully
paid up, transferable, sublicenseable, perpetual, irrevocable license to copy,
display, transmit, perform, distribute, store, modify and otherwise use your
User Content in connection with the operation of the Service or the promotion,
advertising or marketing thereof, in any form, medium or technology now known
or later developed.
You acknowledge and
agree that any questions, comments, suggestions, ideas, feedback or other
information about the Site or the Service (“Submissions”),
provided by you to HelloTalk are non-confidential and HelloTalk shall be
entitled to the unrestricted use and dissemination of these Submissions for any
purpose, commercial or otherwise, without acknowledgment or compensation to
you.
You acknowledge and
agree that HelloTalk may preserve Content and may also disclose Content if
required to do so by law or in the good faith belief that such preservation or
disclosure is reasonably necessary to: (a) comply with legal process,
applicable laws or government requests; (b) enforce these Terms of Service; (c)
respond to claims that any Content violates the rights of third parties; or (d)
protect the rights, property, or personal safety of HelloTalk, its users and
the public. You understand that the technical processing and transmission of
the Service, including your Content, may involve (a) transmissions over various
networks; and (b) changes to conform and adapt to technical requirements of
connecting networks or devices.
The Service may
provide, or third parties may provide, links or other access to other sites and
resources on the Internet. HelloTalk has no control over such sites and
resources and HelloTalk is not responsible for and does not endorse such sites
and resources. You further acknowledge and agree that HelloTalk shall not be
responsible or liable, directly or indirectly, for any damage or loss caused or
alleged to be caused by or in connection with use of or reliance on any
Content, events, goods or services available on or through any such site or
resource. Any dealings you have with third parties found while using the
Service are between you and the third party, and you agree that HelloTalk is
not liable for any loss or claim that you may have against any such third
party.
You
may enable various online services to be directly integrated into your HelloTalk
experience. By directly integrating these services into the Service, we make
your online experiences richer and more personalized. To take advantage of
these features, we may ask you to register for or log into such services on the
websites of their respective providers. By enabling third party services within
the HelloTalk Service, you are allowing us to pass your log-in information to
these service providers for this purpose. For more information about the
implications of activating these third party services and HelloTalk’s use,
storage and disclosure of information related to you and your use of such
services within HelloTalk (including your friend lists and the like), please
see our Privacy Policy. However,
please remember that the manner in which third party services use, store and
disclose your information is governed solely by the policies of such third
parties, and HelloTalk shall have no liability or responsibility for the
privacy practices or other actions of any third party site or service that may
be enabled within your HelloTalk Service.
In addition, HelloTalk
is not responsible for the accuracy, availability or reliability of any
information, Content, goods, data, opinions, advice or statements made
available in connection with third party services. As such, HelloTalk is not
liable for any damage or loss caused or alleged to be caused by or in
connection with use of or reliance on any such third party service. HelloTalk
enables these features merely as a convenience and the inclusion of such
features does not imply an endorsement or recommendation.
You agree to release,
indemnify and hold HelloTalk and its affiliates and their officers, employees,
directors and agent harmless from any from any and all losses, damages,
expenses, including reasonable attorneys’ fees, rights, claims, actions of any
kind and injury (including death) arising out of or relating to your use of the
Service, any User Content, your connection to the Service, your violation of
these Terms of Service or your violation of any rights of another. If you are a
California resident, you waive California Civil Code Section 1542, which says:
“A general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.” If
you are a resident of another jurisdiction, you waive any comparable statute or
doctrine.
YOUR USE OF THE
SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS. HELLOTALK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT.
HELLOTALK MAKES NO
WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT
MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR
(IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY
UNDERSTAND AND AGREE THAT HELLOTALK SHALL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF
PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA
OR OTHER INTANGIBLE LOSSES (EVEN IF HELLOTALK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO
USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES
RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED
OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER
MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL HELLOTALK’S TOTAL LIABILITY
TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE
PAID HELLOTALK IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS
($100).
SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE
ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED
WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND
EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
You agree that HelloTalk,
in its sole discretion, may suspend or terminate your account (or any part
thereof) or use of the Service and remove and discard any Content within the
Service, for any reason, including, without limitation, for lack of use or if HelloTalk
believes that you have violated or acted inconsistently with the letter or
spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal
activity that may be grounds for termination of your use of Service, may be
referred to appropriate law enforcement authorities. HelloTalk may also in its
sole discretion and at any time discontinue providing the Service, or any part
thereof, with or without notice. You agree that any termination of your access
to the Service under any provision of this Terms of Service may be effected
without prior notice, and acknowledge and agree that HelloTalk may immediately
deactivate or delete your account and all related information and files in your
account and/or bar any further access to such files or the Service. Further,
you agree that HelloTalk shall not be liable to you or any third-party for any
termination of your access to the Service.
You agree that you
are solely responsible for your interactions with any other user in connection
with the Service and HelloTalk will have no liability or responsibility with
respect thereto. HelloTalk reserves the right, but has no obligation, to become
involved in any way with disputes between you and any other user of the
Service.
These Terms of
Service constitute the entire agreement between you and HelloTalk and govern
your use of the Service, superseding any prior agreements between you and HelloTalk
with respect to the Service. You also may be subject to additional terms and
conditions that may apply when you use affiliate or third-party services,
third-party content or third-party software. These Terms of Service shall be
governed by the laws of the State of California without regard to its conflict
of law provisions. The failure of HelloTalk to exercise or enforce any right or
provision of these Terms of Service shall not constitute a waiver of such right
or provision. If any provision of these Terms of Service is found by a court of
competent jurisdiction to be invalid, the parties nevertheless agree that the
court should endeavor to give effect to the parties’ intentions as reflected in
the provision, and the other provisions of these Terms of Service remain in
full force and effect. You agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to use of the
Service or these Terms of Service must be filed within one (1) year after such
claim or cause of action arose or be forever barred. A printed version of this
agreement and of any notice given in electronic form shall be admissible in
judicial or administrative proceedings based upon or relating to this agreement
to the same extent and subject to the same conditions as other business
documents and records originally generated and maintained in printed form. You
may not assign this Terms of Service without the prior written consent of HelloTalk,
but HelloTalk may assign or transfer this Terms of Service, in whole or in
part, without restriction. The section titles in these Terms of Service are for
convenience only and have no legal or contractual effect. Notices to you may be
made via either email or regular mail. The Service may also provide notices to
you of changes to these Terms of Service or other matters by displaying notices
or links to notices generally on the Service.
Your Privacy
At
HelloTalk, we respect the privacy of our users. For details please see our Privacy Policy. By using
the Service, you consent to our collection and use of personal data as outlined
therein.