Welcome to talkshoplive®. Before using our application, you must read and agree to our rules.
Accepting these Terms
This document, our rules, policies and the other documents referenced make up our Terms of Service (“Terms”). The Terms are a legally binding contract between you and TalkShopLive, LLC, a Delaware limited liability company which is the owner of talkshoplive® (“TSL” “us” “we” and “our”). This contract sets out your rights and responsibilities when you use TSL and our Service (the “Service” includes the “Website” and the application for your mobile device (the “App”), as well as all related websites, networks, downloadable software, and other services provided by us and on which a link to the Terms or Help Center Section are displayed) provided by TSL. Please read them carefully.
BY USING OUR SERVICE, YOU ARE CREATING A LEGALLY BINDING CONTRACT TO COMPLY WITH ALL THE TERMS.
We may amend the Terms at any time by posting a revised version on our Website. The revised version will be effective at the time we post it. If we change the Terms in a way that reduces your rights or increases your responsibilities, we will provide you with a notification.
- Description of the Service
The Service is an online consumer-to-consumer and business-to-consumer marketplace. TSL does not sell or purchase any goods itself, nor take possession of the goods, either for itself or on behalf of users or others. While TSL may help facilitate transactions, users that list and sell items through the Service (collectively, "Sellers;" each, a “Seller”) and users that purchase items through the Service (collectively, "Buyers;" each, a “Buyer”) are entirely responsible for the sale of goods (referred to herein as “goods”, “products” or “items”) transactions (collectively, “Transactions;” each, a “Transaction”) between them, including (without limitation) the listing of goods and any applicable product warranties. Sellers and Buyers are collectively referred to herein as “Users” of the Service.
TSL provides payment processing services through third party service providers for items listed on its marketplace. Users can pay with, and accept payment by, credit card and debit card. Sellers may have funds from sales deposited into their designated bank account.
TSL is responsible for processing refunds, chargebacks or payment reversals and providing customer service in relation to questions related to the Service, but is not and shall not be involved in disputes between Users.
By accepting these Terms, you acknowledge that you will provide accurate information to TSL to comply with our regulatory requirements in providing payments services to you. Further, your acceptance of the Terms includes acceptance of all of our Policies set forth below.
- Other Terms Which Apply
For an individual to have a TSL account you must be a resident of the United States and at least 18 years old, or the age of majority in your state of residence.
By using the Service, you agree to comply with the following policies and any additional policies that we may notify you of from time-to-time (“Policies”). The following Policies apply to all Users:
- Prohibited Items
- Electronic Communications Delivery Policy (E-sign Disclosure and Consent)
- DMCA Notification and Take Down Policy
The following Policies may apply, depending on how you use our Service:
- Sell Live Account Policy – If you list any items for sale, these additional Policies apply to you.
- Shopper Account Policy – If you use our Service to browse or purchase, these additional Policies apply to you.
Intellectual Property Owners – If you are the owner or authorized agent of the owner of copyrighted or other protected intellectual property, the DMCA Notification and Take Down Policy describes your rights and obligations regarding removal of content from the App.
Law Enforcement and Information - If you are contacting us to request information about a User or Transaction from an authorized law enforcement agency this process applies to you.
- Your Account with TSL
You will need to create an account with TSL to access certain features of our Service (“Account”). If TSL determines that your use of an Account violates any of our Terms, or is otherwise inappropriate or illegal, TSL may, in its sole discretion, take action, up to and including termination of your Account. Additional information can be found in the Sell Live Account, Prohibited Conduct and Prohibited Items Policies. If you have previously violated our Terms using another Account, refuse to provide information, or if we are unable to verify the information you provided, you may be ineligible for an Account.
Here are a few rules about Accounts with TSL:
A User shall not use an Account for money laundering or any illegal purpose or in violation of any law or regulation or provision of these Terms. As a condition for using the Service, we hold all Buyers and Sellers accountable for violations of any applicable laws and violations of these Terms, including all applicable Policies.
You must be 18 years of age or older to have an account.
You may only register for and maintain one Account. You may be required to provide us with current and accurate information about yourself (such as your name, address, date of birth, Social Security number, and/or a copy of your driver’s license or other government-issued identification) (“User Information”). We may verify your User Information with a third-party vendor. We also may request you to send us additional documents or information to help us verify your identity. It is prohibited to use false information or impersonate another person through your Account.
If you make purchases, you will be asked to provide information about your “Payment Instrument(s)”, which may include a credit card, debit card, bank account or balances resulting from earnings from prior sales (Note: payments using Account balance from prior sales are currently not available), or another payment method permitted by us. Payment Instruments may be stored with us for future use. We may verify that your Payment Instrument is in good standing with the Payment Instrument issuer. You covenant and agree that the User Information and Payment Instrument information you provide to us is accurate at all times and that you will keep it updated.
If you complete a sale, you may withdraw your Account balance to your bank account using a debit card or direct deposit. It is your responsibility to ensure that your bank account and debit card information is entered correctly.
You are solely responsible for any activity and listings on your Account. You also are responsible for ensuring your Account accurately reflects your current User Information.
You are responsible for keeping your Account password secure. See Our “Safety for tips on keeping your Account secure. If you believe your account has been compromised immediately contact us at firstname.lastname@example.org.
Please visit our Help Center Section for questions about setting up an account with TSL.
- Termination by You
You may terminate your Account with TSL at any time from your Account settings in the App. You can find more information in the Help Center Section. Terminating your Account will not affect the availability of some of your listing content that you posted through the Service prior to your termination and completed Transaction information. You remain responsible for all fees, chargebacks/payment reversals or refunds received by TSL, even after you close your Account. You also remain obligated to resolve any disputes with other Users that arise from any activity on your Account prior to termination.
- Scope of License
Subject to these Terms (including all applicable Policies), TSL hereby grants you a personal, limited, non-exclusive, revocable, non-transferable license to use the Service via the App and Website on a single compatible device that you own or control, solely for your own personal use (the “Limited License”).
You may not modify, alter, reproduce, distribute or make the App or Website available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App or Website.
You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App or Website, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or regulation or third party terms), nor attempt to disable or circumvent any security or other technological measure designed to protect the App or Website or any content available through the App or Website.
The Service may include open source software or third party software. Any such software is made available to Users under the terms of the applicable licenses. Please refer to the Help Center Section for the applicable notices and license terms.
- Third Party Services and Linked Websites
- Your Content
Any content that you post using our Service, including (without limitation) videos, channel names, profile pictures, listing photos, listing descriptions, reviews, comments, usernames, etc. must be content you own or otherwise have the legal right and authority to use (“Your Content”).
Responsibility for Your Content:
You are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you are not infringing or violating any third party’s rights by posting it.
License to Use Your Content. By posting Your Content, you automatically grant TSL a non-exclusive, worldwide, royalty-free, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content in connection with providing the Service, improving the Service and/or promoting TSL or the Service, in general, in any formats and through any channels, including across any TSL Service or third-party website or advertising medium.
Reporting Unauthorized Content. TSL has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Service. If content that you own or have rights to has been posted to the Service without your permission and you want it removed, please follow the steps listed in our DMCA Notification and Take Down Policy. If Your Content infringes another person’s intellectual property, we will remove it if we receive proper notice. We will notify you in accordance with our DMCA Notification and Take Down Policy if that occurs.
Inappropriate, False or Misleading Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or in violation of our Prohibited Items Policy, Prohibited Conduct Policy or any part of our Terms. You also agree not to post any content that is false, misleading or uses the Service in a manner that is fraudulent or deceptive.
- Your Use of Our Service
Don’t Use Our Service to Break the Law. You agree that you will not violate any laws in connection with your use of the Service. This includes any local, state, federal and international laws that may apply to you. It is your responsibility to obtain any permits or licenses and have proof of ownership or receipts if required; you may not use the Service to list or sell items that violate any laws. You may not use the Service to commit fraud, theft or any other crimes against TSL, another User or a third party.
Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Service.
Agreement to Receive Electronic Communications. By using our Service, you are agreeing to our Electronic Communications Delivery Policy, which provides that we can send you information electronically instead of mailing you paper copies, and that your electronic agreement is the same as your signature on paper.
- Suspension or Termination by TSL
TSL reserves the right to change, suspend or discontinue any of its Services, in whole or in part at any time for any reason, without notice (unless required by law) and without any liability to you.
We may refuse service to anyone and may terminate or suspend your Account (and any related Accounts) and your access to the Service in whole or in part at any time, for any reason, without notice (unless required by law).
If we terminate or suspend your Account or access to our Service:
Your access to the Service will immediately cease, with no liability to TSL, and you will have no further right to sell or buy on our Website or App.
We will not be liable to you for the effect that any changes to the Service may have on you, including your income or your ability to generate revenue through the Service.
You remain responsible for fees, chargebacks/funds reversals, returns or refunds requested and remain obligated to resolve any disputes with other Users that are a result of purchases or sales of goods occurring prior to termination/suspension.
We may obtain reimbursement of any amounts owed by a Seller to TSL by deducting from future payments owed to the Seller, reducing any credits from the Seller’s Account balance, charging any of the Seller's Payment Instrument(s) on file, or seeking reimbursement from the Seller by any other lawful means, including by using third-party collections services. You authorize us to use any or all of these methods to seek reimbursement.
TSL will issue refunds or make other payments owed to you, as required by applicable law or regulation.
- Buying and Selling Generally
Prohibited Transactions. When buying a product using the Service, in addition to the limitations in our Prohibited Items and Prohibited Conduct Policies, Buyers also must not place orders without the intent to purchase, purchase goods for a commercial purpose (e.g., resale), or place any order that is determined by TSL to be fraudulent or illegal. You agree that the Service may only be used for bona fide purchases of goods, and may not be used to transfer money between a Buyer and Seller that is unrelated to a purchase of goods.
A Seller shall not purchase a product a Seller has listed. A Seller who wishes to withdraw a listing must do so per the procedures specified by TSL in the Help Center Section.
Sales Contract. A sales contract for a product automatically is formed between Seller and Buyer when the Buyer completes the steps for purchasing a product as prompted on the Service, but before payment is made by the Buyer. The Seller and the Buyer shall not assign to a third party, provide as security, or otherwise dispose of their rights and obligations arising under such sales contract.
TSL’s Role. Seller agrees that TSL and its designated payment processor act as agents for the Seller in processing payments for Transactions. A Buyer’s obligation to a Seller for the purchase price shall be deemed extinguished upon receipt by TSL of the purchase price (except for Buyer’s obligations in the event of a chargeback or other payment reversal).
Settlement to Sellers. Unless Buyer requests a refund in accordance with our “Buyer Protection” provisions, three (3) days following the delivery of an item to a Buyer, TSL and its designated payment processor will process the payment to Seller. TSL will make commercially reasonable efforts to credit Seller’s earnings balance with TSL within seven (7) business days of receipt of the settled payment proceeds by TSL. TSL shall transfer earnings to Seller’s bank account on an automated rolling seven (7) day schedule. TSL may ask for Seller’s User Information to ensure the transfer and purchase is secure, and may retain the earnings until Seller’s User Information has been verified and confirmed.
For more information on our payment procedures, please refer to the Help Center Section.
- Fees Generally
A User’s responsibility for bank transfer fees and other costs incurred to make or receive a payment shall be subject to the rules set forth in the Help Center Section. All other fees associated with a Transaction and/or shipping are communicated to the User at time of the Transaction.
- Buyer Transactions and Fees
Any payment by a Buyer in connection with the Service shall be made through TSL and its payment processor and the details of such payment or settlement shall be subject to the rules set forth in the Help Center Section. Purchases made by Payment Instrument through the Service are also subject to the terms and conditions between Buyer and the issuer of the Payment Instrument.
When Buyer requests to make a purchase, TSL processes such transaction on behalf of the Seller, and Buyer authorizes Seller to submit charges or credits (in the case of refunds/reversals), as applicable, to the Buyer’s Payment Instrument. By agreeing to these Terms, you authorize TSL and its payment processor to charge or debit your designated Payment Instrument, as applicable, when you make Transactions or incur fees for the Service. If a sales contract is formed, the Buyer shall pay the total amount of the product price and any applicable shipping fees. If shipping for a product will be paid by the Seller, it will be included in the listed product price. If shipping will be paid by the Buyer, the product will be shipped after the Buyer pays the product price and shipping fee.
You, as a Buyer, agree that purchases made through the Service are transactions between you and the Seller, not with TSL or its affiliates. TSL and its affiliates are not parties to your payment Transaction with the Seller. You also agree that TSL shall not have any liability to you for any payments made through TSL’s designated payment processor.
TSL charges a credit/debit card processing fee of 2.9% + $0.30 on all purchases.
- Seller Fees
TSL does not charge Sellers a fee to list and sell products in live shows. Instead, TSL adds an additional “Platform Fee” to Seller’s Product’s Master Price, which appears to Buyers as the “Retail Price.”
TSL Platform Fee:
- Products: 10.25% + $0.30 per item sold
- Pay-to-Enter: 25.25% + $0.30 per purchase
- VIP Concierge Program: 20% per item sold
The Platform Fee is included in the Retail Price of your product or pay-to-enter fee. This means that Sellers never pay a listing fee and never pay a fee unless an item is sold or a pay-to-enter is purchased. Learn more
When a transaction is processed, the Platform Fee is deducted from a Product’s or Pay-to-Enter's Retail Price and only the remaining balance (Master Price) is applied to a Seller’s earnings. Sellers may consult the Help Center to learn more about the TSL Platform Fee.
If a Seller chooses to ship an item on their own when listing a product, the Seller agrees to pay for all shipping costs.
Streaming Content Purchases
"Streaming Content" is defined as any live or recorded video, audio or other digital media available for purchase.
Streaming Content purchases are available for up to 4 days from the date and time the content was originally made available, unless otherwise noted. After 4 days, some content may be removed or become unavailable.
All Streaming Content purchases are final. Refund requests will be evaluated on a case by case basis. Refunds will not be issued due to a purchaser's Internet connection. Refunds will only be available in the following circumstances:
- The purchased Streaming Content was never made available.
- The purchases Streaming Content violated TSL Terms of Service.
- Cancellation of a Transaction; Refunds
Buyers may request to cancel the transaction on the item's Order Details page by sending us a cancellation request. The request should include your order number (starts with "R") and your reference number (starts with "H"). Buyers may request a cancellation if the following conditions are met:
1. 10 days have passed since the original estimated ship date for the transaction
2. The item in the transaction has not shipped
Any cancellation request that does not meet the above conditions may not be processed.
Once a buyer has requested a cancellation, we will contact the Seller of the product to confirm that the item has not already been shipped. If the Seller does not respond or does not send out the item within 24 hours of our contact, we will issue a refund in the original form of payment.
Orders designated as "Pay Delay" will be given a "Billing Date" which is thirty (30) days prior to the original estimated shipping date. By completing a Pay Delay order, Buyers authorize TSL to charge or debit the designated Payment Instrument, as applicable, on the date designated as the Billing Date. TSL will send a payment reminder to Buyers (in the manner specified by the Buyer, pursuant to the section 20 Notice), fifteen (15) days prior to the scheduled Billing Date.
All sales are final on TSL. However, we oversee every purchase made on the App. Per TSL’s Buyer Protection, a Buyer can request a return within 3 days of confirmed delivery if one or more of the following criteria are met:
- The item is not as described in the listing.
- The item is damaged or lost in transit.
- The wrong item is received.
Please do not rate your Seller, as this will complete the transaction and void your return request.
An item purchased on TSL cannot be returned if it was accurately described in the listing or does not fit.
If the return is approved, we will provide the Buyer with a prepaid and addressed shipping label (at the Seller’s expense) to return the item to the Seller.
We will issue a refund to the Buyer in the original form of payment once the tracking confirms the item is “In-Transit.”
To avoid excessive returns, we advise all Sellers to be as detailed as possible when creating listings. Buyers, please carefully review the listing description, item photos, Seller rating, and ask the Seller any questions you may have about the item prior to purchase.
If the Seller or Buyer is not in good standing with TSL, a return request may be denied.
Transactions where payment is sent outside of the TSL platform are strictly prohibited by TSL’s Terms and not protected by our Buyer Protection provisions. Listings or profiles soliciting such transactions are subject to removal without notice.
- Redeeming and Using Earnings; Earnings Limitations
After a Transaction is complete and goods have been delivered to the Buyer, the Seller’s earnings balance resulting from the sale will be automatically scheduled for deposit in his/her bank account within seven (7) working days. TSL and/or its banks or processors may impose additional limitations on the dollar amount or frequency of bank deposits or use of earnings; these limitations are subject to change without notice.
- Transaction Records, Receipts and Customer Service
Receipts may not be issued to Users for payments made or received on the Service, except as required by applicable law or regulation.
Records of your payment Transactions through the Service and Account balance Transactions will be reflected in your Transaction history in your Account. You are responsible for reviewing your payment Transaction history to determine if there are any errors or unauthorized Transactions, and for alerting TSL of such events through Contact Us in the Help Center Section. It is your obligation to print or save a copy of your Transaction history if desired. Please refer to the Electronic Communications Delivery Policy for additional information.
- No Interest.
TSL and its bank do not pay interest to you on earnings or any other funds which may be maintained in an Account or otherwise with TSL. You assign to TSL the right to earn interest on earnings or other funds maintained with TSL and its bank, in consideration of your use of the Service.
- Disputes Between Users
Sellers agree to resolve any disputes directly with the Buyer according to our Terms. In the event that a dispute is escalated to TSL, we reserve the right to issue a refund to a Buyer if a Transaction is found to be in violation of our Terms, including all applicable Policies.
In the event that a Buyer submits a chargeback or other form of payment reversal, TSL will respond to the payment network as the merchant of record on behalf of the Seller involved in the Transaction. The Seller agrees to provide any requested information to us within five (5) calendar days of the request. TSL reserves the right to recoup funds associated with Buyer chargebacks/payment reversals or refunds through any permissible legal means.
Returns of Prohibited Items to Sellers are not allowed. Buyers may be eligible for a refund after the goods have been confirmed destroyed. Sellers will not be reimbursed for Prohibited Items.
If there is a dispute between Users, or between a User and a third party with regard to the Service, the matter shall be resolved by such Users at their own cost. TSL may participate in the dispute at its discretion. After a Transaction is processed, TSL is the final arbiter of disputes between Users and TSL shall not bear any liability related to such disputes.
If you have a dispute with one or more Users, you hereby release TSL, its affiliates and their respective officers, directors, managers, owners, employees, consultants, subsidiaries, agents, successors and assigns (the “TSL Affiliates”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §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."
- Indemnification; Disclaimers; Limitation of Liability
Indemnity. You agree that you will be responsible for your use of the Service, and you agree to indemnify, defend and hold harmless TSL and all TSL Affiliates from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to, use of, or alleged use of, the Service; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
General Disclaimers. TSL does not manufacture, store or inspect any of the items sold through our Service. We provide the platform for the transactions but the items in our marketplaces are produced, listed and sold directly by independent sellers. Accordingly, TSL has no control over and do not guarantee: (a) the existence, quality, safety, or legality of items advertised; (b) the truth or accuracy of Users' content or listings; (c) the ability of sellers to sell items; (d) the ability of buyers to pay for items; (e) that a buyer or seller will actually complete a transaction or return an item; (f) the legal transfer of item from the seller to the buyer; (g) that a buyer or seller will actually complete a transaction; or (h) the decency, accuracy, copyright compliance, or legality of content posted by Users that you accessed through the Service.
Additionally, we do not screen Users of our Services and, accordingly, we make no representation or warranty regarding your interactions with any other Users and disclaim any liability associate with any such interactions. However, we urge you to promptly report Users who engage in Prohibited Conduct in the Help Center Section so we may review their account. We also urge you to follow our Safety Guidelines.
Disclaimer of Warranties. Further, you acknowledge that we cannot guarantee the continuous operation of or access to our Service, App or Website. You further acknowledge that operation of and access to our Service, App and Website may be interfered with as a result of technical issues or numerous factors outside of our control. You further acknowledge and agree that THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TSL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
TSL IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT INFORMATION, INCLUDING, BUT NOT LIMITED TO, WHETHER SUCH INFORMATION IS UP-TO-DATE. TSL HAS NO RESPONSIBILITY TO DETERMINE IF YOUR OR ANOTHER USER’S PAYMENT INSTRUMENT IS IN GOOD STANDING OR IF YOU OR ANOTHER USER HAVE AN AVAILABLE BALANCE WITH WHICH TO MAKE A TRANSACTION THROUGH THE SERVICE. YOU MAY INCUR FEES, SUCH AS OVERDRAFT FEES OR OTHER CHARGES AS A RESULT OF SUCH TRANSACTIONS, PER YOUR AGREEMENT WITH YOUR PAYMENT INSTRUMENT ISSUER, OR YOUR REQUESTED TRANSACTION THROUGH THE SERVICE MAY BE UNSUCCESSFUL.
Limitation of Liability. IN NO EVENT WILL TSL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TSL HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. YOU HEREBY IRREVOCABLY RELEASE TSL AND ITS AFFILIATES FROM ALL SUCH CLAIMS AND DAMAGES.
EXCEPT AS EXPRESSLY PROVIDED IN THE FOLLOWING PARAGRAPH, YOU AGREE THAT THE AGGREGATE LIABILITY OF TSL TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (I) THE AMOUNT YOU HAVE PAID TO TSL FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (II) $100.
FOR ALL CLAIMS ARISING OUT OF OR RELATING TO TRANSFERS OF FUNDS FROM YOUR TSL ACCOUNT BALANCE, THE SOLE REMEDY AGAINST TSL SHALL BE LIMITED TO THE AMOUNT OF THE MONEY TO BE TRANSMITTED PLUS FEES AND CHARGES. IN NO EVENT SHALL TSL BE LIABLE FOR DAMAGES FOR DELAY, NON-DELIVERY, NONPAYMENT OR UNDERPAYMENT OF A PAYMENT TRANSACTION, WHETHER CAUSED BY AN ACT OR OMISSION OF TSL OR OTHERWISE, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW OR REGULATION.
TSL SHALL HAVE NO LIABILITY FOR SUSPENDING OR TERMINATING YOUR ACCOUNT, RESTRICTING ACCESS TO YOUR ACCOUNT OR BALANCES IN YOUR ACCOUNT, OR SUSPENDING OR TERMINATING YOUR ACCESS TO THE SERVICE.
TSL SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT PURCHASES OR SALES, THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS, BANK DIRECT DEPOSIT TRANSFERS, OR THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR GUARANTEES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANY WARRANTY OR GUARANTEE CANNOT BE EXCLUDED, TSL’S LIABILITY FOR BREACH FOR SUCH WARRANTY OR GUARANTEE IS LIMITED (AT TSL’S ELECTION): (A) IN THE CASE OF GOODS, A REFUND, REPAIR, OR REPLACEMENT OF THE GOODS OR PAYMENT IF THE COST OF REPAIR OR REPLACEMENT OF THE GOODS; (B) IN THE CASE OF SERVICES, THE RESUPPLY PAYMENT OR PAYMENT OF THE COST OF THE RESUPPLY OF THE SERVICES.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
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.
Force Majeure. TSL shall have no liability for failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism; acts of nature including earthquakes, fire, flood or other acts of God; labor conditions; power failures and/or internet disturbances.
These Terms do not create any agency, partnership, joint venture, employment or franchisee relationship between you and TSL.
The Terms, including the Policies and other documents incorporated by reference herein, supersede any other agreement between you and TSL regarding the Service.
If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.
The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.
You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without consent.
If TSL determines that there is a need to notify or contact a user, it will do so by sending a text message, email, or letter to the email address or mailing address provided by the User. Alternatively, the notice may be displayed on the App or the website, or by other reasonable means. TSL shall not be liable for any damages incurred due to the fact that TSL’s notice or communication was not received or was delayed.
You may contact TSL by emailing us through the Help Center Section. You may print or PDF our policies. If you are a California resident, you may also have these Terms sent to you electronically by emailing us a request for these Terms.
You hereby agree to comply with any and all applicable tax laws and regulations in connection with your use of the Service, including reporting and payment of any taxes arising from a payment transaction or income received through sales made through the Service.
Governing Law and Jurisdiction
These Terms shall be governed and construed under the laws of California. Any dispute that arises between you and TSL that may not be subject to arbitration and shall be submitted to the exclusive jurisdiction of the state and federal courts in Los Angeles, California.
If you are a California resident, California Civil Code Section 1789.3 allows you to contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210, in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
- Legal Disputes and Use of Arbitration
You and TSL each agree that any and all disputes or claims that have arisen or may arise between you and TSL relating in any way to or arising out of this or previous versions of these Terms, your use of or access to the Service, any goods sold, offered, or purchased through the Service, or any payments processed for goods sold, offered or purchased through the Service, SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, rather than in court, except that you may assert a claim in small claims court, if it meets the criteria. Arbitration is more informal than a lawsuit filed in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. You and TSL agree that the Federal Arbitration Act governs the interpretation and enforcement of this Article.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND TSL AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TSL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
The assigned independent arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this or any other applicable Terms or Policies, any part thereof, including, but not limited to, any claim that all or any part of these Terms are void or voidable.
All arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable). The AAA’s rules are available at http://www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, you must also send a copy of the completed form to Us at the following address in order to initiate arbitration proceedings: talkshoplive®, Attn: Legal, TalkShopLive LLC, 8424 A Santa Monica Blvd., West Hollywood, CA 90069.
For claims under $10,000, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place at a mutually-agreeable location or, if user and TSL are unable to agree, in Los Angeles County, California. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same TSL user to the extent required by applicable law or regulation. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Costs of Arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. For claims under $10,000, TSL will pay all arbitration fees and will reimburse you for the initial filing fee.
If you receive an arbitration award that is more favorable than any offer TSL makes to resolve the claim before an arbitrator was selected, then TSL will pay user’s reasonable attorneys’ fees (not to exceed the actual amount of attorney's' fees incurred by user) in addition to any substantive award. TSL will not seek its attorney's’ fees and costs in arbitration unless the arbitrator determines that user’s claim is frivolous.
Severability. With the exception of any of the provisions in this Policy, if an arbitrator or court decides that any part of this Policy is invalid or unenforceable, the other parts of this Policy shall still apply. If an arbitrator or court decides that any of the provisions in this Policy ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this section shall be null and void.
IF YOU ARE A NEW USER, YOU CAN CHOOSE TO REJECT THIS ARTICLE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO talkshoplive®, Attn: Legal, TalkShopLive LLC, 8424 A Santa Monica Blvd., West Hollywood, CA 90069.
- Notice Regarding Apple®
To the extent that you are using our App on an iOS device, you further acknowledge and agree to this section. You acknowledge that these Terms are between you and TSL only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Notice Regarding Mobile Usage
You further acknowledge and agree to this section to the extent that you:
- are using our App on an iOS device,
- agree to receive text messages from TSL,
- and/or access our website using a mobile device
You acknowledge that your mobile carrier's normal rates and fees, such as text messaging and data charges, will still apply and that TSL is not responsible for any text messaging and/or data charges incurred from using any of our services or applications.