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Terms and conditions

I. About Talkus

The Services are provided by Talkus SAS, a simplified stock company with capital of 1.024,00 €, registered with the Trade and Corporate Registry of Evry under the number 823 475 082 with its main office located 24 rue Daudet 91400 Saclay (France) (“Talkus”).

II. Scope of the T&C

These T&C govern any and all uses of the Services. They are provided to Users at the time of the Services’ subscription and are available at any time.

Users acknowledge having read and understood the T&C and hereby accept to be bound by them. The T&C shall prevail over any other contractual document issued by Users.

Talkus reserves the right, at its discretion, to modify the T&C at any time by posting a notice through the Services, or by sending Users a notice via email. Users shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services following such notification constitutes Users' acceptance of the modified T&C.

III. Definitions

The capitalized terms shall have the definition given to them below or in the T&C:

• Account means a valid account giving access to the Services;
• Administration Page means the private page accessible from the Account and displaying Users’ settings;
• Collaborator(s) mean(s) Users’ employees or contractors expressly authorized by Users to access and use the Services on their behalf. Collaborators agree to be bound by the T&C;
• Fees mean the fees for the Services applicable only for Paid Plans;
• License means the license given by Talkus to Users for using the Services;
• Paid Plans mean charged Plans proposed to Users (startup, business or enterprise);
• Paid Users mean Users subscribing to a Paid Plan;
• Party(ies) mean(s) Talkus and/or Users;
• Personal Data means any data relating to a living individual who is or may be identified;
• Plan means Paid Plans;
• Privacy Policy means the document written by Talkus explaining how it handles Users’ personal data and defined Users’ rights related to their personal data https://www.talkus.com/policy.html;
• Services mean the content neutral tool provided to Users under their sole responsibility by Talkus in order to facilitate Users’ online usage of Talkus tools. The Services may be accessed as a Software as a Service (SaaS);
• Term means the monthly or yearly term chosen by Users during which they use the Services;
• T&C mean these terms and conditions;
• Users mean any persons or entities using the Services and opening an Account.

IV. Description of the services

1. Offering a plugin to add on the Users’ websites to provide customer support by live chat and emails.
Depending on the Paid Plan, Users may use one or multiple languages, have one or multiple rules.
2. Offering a webpage for creating a knowlebase or a faq.
Depending on the Paid Plan, Users may use one or multiple languages.
3. Offering a webpage to display news
Depending on the Paid Plan, Users may use one or multiple languages.

V. Accessing to the services by creating an account

To access and use the Services, Users must be legally capable of entering into a binding agreement and abide by all applicable law (French and/or foreign).

To use the Services, Users must create an Account using Slack OAuth system:

If Collaborators create Accounts on behalf of a User, they warrant to be authorized to grant all permissions provided in the T&C and to bind the User to the T&C, and that they agree to the T&C on the User' behalf.

Users may under their sole responsibility upload an avatar (photograph, image, logo, etc.) associated with their Account.

VI. Talkus' duties

Talkus shall provide Users (and as the case may be the Collaborators) with the Services according to the applicable Plan.

Subject to the T&C and provided that Users have paid all applicable Fees, Talkus grants to Users a limited, non­exclusive, non­transferable and revocable License to use the Services.

VII. User's duties

1. Using the Services

As a condition for accessing and using the Services, Users agree:

• to always provide truthful and actual personal data and to update them as needed so that they remain true, complete and accurate;
• to use the Services pursuant to their destination;
• if applicable, to select the Paid Plans applicable to their location;
• to respect the rights of others and, more generally, all applicable laws and regulations relevant to the use of the Services;
• not to engage in any conduct that would interrupt, destroy, limit or more generally harm the Services or enable Users to gain unauthorized access to the Services, including by using viruses, malicious code, programs or files;
• not to copy or sell in whole or in part the Services;
• not to create more than one Account, nor to create a new Account further to the cancellation by Talkus.

In case of any violation of the above, Talkus reserves the right to cancel the Account and/or to block Users without any notice, nor indemnification.

2. Payment

Paid Users shall make payments to Talkus pursuant to article VIII of the T&C.

VIII. Financial terms and conditions

Paid Plans require the payment of Fees according to the applicable fees schedule https://www.talkus.com/pricing.html

Applicable Fees for the use of the Services may differ and may be displayed in different currencies depending on the Users’ location (with taxes, if applicable).

Users may pay Fees by credit card.

Users may at any time decide to change their Plan. Any change toward a lower Plan shall be applicable at the end of the current Term, whereas any upgrade shall be applicable immediately.

Talkus reserves the right to update its fees schedule and to create new charges at any time, upon one (1) month prior notice to Users, which may be sent by email or posted on the Site.

Invoices are sent to Paid Users by email and remain accessible from their Account at any time.

IX. Intellectual property

The Services belong without any limitation to Talkus. Users are authorized to use them only pursuant to the License. All rights not expressly granted to Users by the T&C are reserved. Talkus’ websites or software programs are original works protected by intellectual property laws and international conventions.

Users warrant that they will not modify, lease, borrow, sell, or distribute these works, or create derivative works based wholly or partly on it.

No use of the Talkus’ name or trademark may occur without its prior written consent.

Users hereby acknowledge that Talkus is the sole owner of its intellectual property rights, and particularly of the Services, and the names and shall not at any time dispute such ownership or the validity of Talkus’ intellectual property or any of the rights attached thereto.

X. LIABILITY, DISCLAIMER AND WARRANTIES

1. Talkus’ liability and warranties applicable for Paid Plans

Talkus warrants that:

• Users shall be able to provide customer support by using the Services ;
• it will execute Users’ requests for accessing Users’ information and conducting
analysis;
• it will take all reasonable measures to maintain the confidentiality of Users’ information.

2. Talkus’ disclaimer for Paid Plans

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AS PROVIDED
BY TALKUS ARE PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESSED OR IMPLIED. TALKUS DOES NOT
GUARANTEE THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

The Services may be changed, amended and/or otherwise altered at any time in Talkus’ sole discretion.

3. Users’ liability, disclaimer and warranties applicable for Paid Plans

Users agree that:

• They use the Services at their own risk which are being provided to them on an "as is" and "as available" basis.

Users shall be responsible for:

• their access, use and selection of the Services, including by their Collaborators;
• obtaining and maintaining any equipment needed to access and use the Services;
• ensuring that such equipment is compatible with the Services;

Users are solely responsible for their connection to the internet and all costs incurred. Access to the Services may be available through software programs downloaded to Users’ terminal. Users agree that Talkus may automatically upgrade those software programs, and the T&C will apply to such upgrades.

Users shall indemnify and hold Talkus (and its affiliates and subsidiaries, and its and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, arising out of their breachof the T&C, their improper use of the Services or their breach of any law.

XI. INDEMNIFICATION

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THE T&C FOR ANY INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST DATA OR LOST PROFITS.

XII. TERM AND TERMINATION

The T&C are entered into monthly or yearly Term and those Terms are renewed automatically.

Any cancellation of payment for the Services will take place at the next renewal Term: full month or year are charged for the month or year which Users discontinued service. No refunds or credits can be made for partial use of the Services.

Upon termination of these T&C, regardless of the reason, Users shall not be able to access the Services and the License shall be automatically terminated.

Articles IX, X, XI, XII and XIII will survive the expiration or termination of the T&C.

XIII. MISCELLANEOUS

1. Contact

For any request, Users may write to Talkus: contact@talkus.io or Talkus SAS 24 rue Daudet 91400 Saclay (France).

Users may report abuse, harassment, privacy complaints or more generally any violation of the law by sending a notification to Talkus SAS 24 rue Daudet 91400 Saclay (France) with the following information:

• Date of notification;
• Name, first name, employment, address, nationality, date and place of birth (and for a company: form, name, address and representative);
• A description of the fact and their location;
• The reason of notification (with legal explanation);

2. Force Majeure

Neither Party shall be liable to the other Party for any failure or delay in performance caused by reasons beyond its reasonable control to the extent the occurrence is caused by fires, floods, epidemics, famines, earthquakes, hurricanes and other natural disasters, regulation or acts of any civilian or military authority or act of any self­regulatory authority, wars, terrorism, riots, civil unrest, sabotage, theft or other criminal acts of third parties.

3. Severability, no waiver, invalidity

The T&C, together with the Privacy Policy, shall constitute the entire agreement between Users and Talkus concerning the Services.

No waiver by Talkus of any default or provision hereof shall be deemed a waiver of any subsequent default or provision.

If any provision of the T&C is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

4. Relationship of Parties

The T&C are not intended to create a relationship such as a franchise, joint venture, agency, or employment relationship. Neither Party may act in a manner which expresses or implies a relationship other than that of independent contractor, nor bind the other Party.

XIV. GOVERNING LAW

The T&C are governed by French law.

The effective date of the T&C is [January, 2016]. To the extent any translated version of the T&C conflicts with the English version, the English version shall prevail.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, PARIS COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES ARISING OUT OF THE VALIDITY, INTERPRETATION, EXECUTION AND/OR BREACH OF THE T&C AND OF THE SERVICE, REGARDLESS OF PLURALITY OF DEFENDANTS OR INDEMNIFICATION PROVISIONS.