This document, our rules, policies and the other documents referenced herein make up our Embed Terms of Service (“Embed Terms”). The Embed Terms are a legally binding contract between you and TalkShopLive, Inc., a Delaware corporation (“TSL” “us” “we” and “our”). These Embed Terms set out your rights and responsibilities when you embed our TSL Platform onto your website. The “TSL Platform” means (i) the services made available by TSL, including the TSL Website (as defined below) and any application for your mobile device, as well as all related websites, networks, downloadable software, and other services provided by us, (ii) documentation, information, materials, sample code and software (including any human-readable programming instructions) relating to TSL services that are made available on the TSL Website or by TSL, (iii) data, content (including audiovisual content) and information provided to Platforms (as defined below) through the TSL Platform (the “Platform Data”), and (iv) the credentials assigned to you and your Platform(s) by TSL. By embedding the TSL Platform, and in return for receiving the benefits of the TSL Platform provided to you by TSL, you agree to be bound by the Agreement (as defined below). The Agreement is composed of: (i) these Embed Terms, (ii) the TSL Policies, (iii) the TSL Guidelines, (iv) the credentials assigned to you and your Platform(s) by TSL, if applicable and (v) the TSL Terms, as such terms are defined herein.
BY EMBEDDING THE TSL PLATFORM, YOU ARE CREATING A LEGALLY BINDING CONTRACT TO COMPLY WITH ALL THE TERMS SET FORTH IN THE AGREEMENT.
We may amend the Embed Terms at any time by posting a revised version on the TSL Website. The revised version will be effective at the time we post it. If we change the Embed Terms in a way that reduces your rights or increases your responsibilities, we will provide you with a notification.
- These defined terms will have the following meanings:
- Platform means a website or software application (including a mobile application) developed, owned or controlled by you or on your behalf that embeds the TSL Platform.
- TSL Policies means the policies relating to the TSL Platform that you and your Platform(s) are required to comply with in addition to all other terms of the Agreement when embedding the TSL Platform.
- TSL Brand Features means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of TSL.
- TSL Branding Guidelines means any guidelines that may be provided to you by TSL regarding your use of the TSL Brand Features.
- TSL Confidential Information means any information of TSL provided to you in connection with the embedding by you of the TSL Platform, but excluding information that you independently developed, that was rightfully given to you by a third party without confidentiality obligations, or that becomes public through no fault of your own.
- TSL Website means the TSL website including the webpages currently located at https://talkshop.live/
- TSL Guidelines means the guidelines and other documentation published on the TSL Website including TSL Branding Guidelines, if applicable.
- TSL Terms means the TSL Terms of Service currently located at https://support.talkshop.live/hc/en-us/articles/115012106547-Terms-of-Service.
- The Agreement.
2.1 Condition of Use. Before you embed the TSL Platform, please read the documents comprising the Agreement carefully and make sure you understand them. If you disagree with any aspect of the Agreement, you do not have our permission to, and you must not, embed the TSL Platform.
2.2 Modification of the Agreement. TSL may modify the Embed Terms or any of the other documents comprising the Agreement at any time. TSL will use reasonable efforts to provide notice of changes to the Embed Terms by posting the changes to our website, emailing the email address associated with the credentials assigned to you or your Platforms, or through another means. You or your Platform(s)’ continued ability to embed the TSL Platform, including your continued development activities in connection with any TSL Platform and your Platform(s)’ interaction with any TSL Platform after the changes to the Agreement takes effect, will be deemed your agreement to and acceptance of such changes. If you do not agree to any changes to the Agreement, you must terminate the Agreement.
2.3 Precedence. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire Agreement between you and us with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof.
- Permitted Embedding of the TSL Platform.
3.1 Compliance with the Agreement. You and your Platform(s) will (i) comply with the Agreement at all times when embedding, accessing or using the TSL Platform; and (ii) only embed (or attempt to embed) the TSL Platform on your Platform(s) by the means described in the Agreement, including in accordance with the documentation for the specific TSL Platform you embed. TSL may suspend or terminate your embedding of and access to, or use of, any aspect of the TSL Platform (including, if applicable, any credentials assigned to you or your Platform(s)), impose additional requirements and restrictions, or terminate the Agreement between you and TSL, for any violation of the Agreement by you, your Platform(s) or those acting on your behalf.
3.2 Unauthorized Persons. You must not accept the Agreement or embed the TSL Platform, if (i) you are not of legal age to form a binding contract with us, or (ii) you are a person barred from using or receiving the TSL Platform under the applicable laws of the United States, the country in which you reside, or the countries from which you or your Platform(s) embed the TSL Platform.
3.3 Accepting on Behalf of Others. If you are embedding the TSL Platform on behalf of someone else (such as your employer), you represent and warrant that you have authority to bind that person or entity to the Agreement and by accepting the Agreement, you are doing so on behalf of that person or entity (and all references to ‘you” in the Agreement refers to that person or entity).
- Compliance with Laws.You and your Platform(s) will, and you will require those acting on your behalf and your users to, (i) comply with all applicable laws, rules, and regulations, and (ii) not embed the TSL Platform in a manner that violates such laws, rules, and regulations, or in a manner that is deceptive, unethical, false, or misleading.
- Platforms and Monitoring.TSL may monitor, review and inspect your Platform(s), and monitor and audit your embeds of the TSL Platform, at any time and without further notice to you, to ensure quality, improve our products and services, and verify your compliance with the Agreement. To the extent that a paid account is needed in order to view any of your embeds of the TSL Platform, you will provide TSL with at least one free access key to enable such monitoring, review, and inspection.
- To the extent you and your Platform(s) are permitted to access or use any data, you and your Platform(s) will, and will require those acting on your behalf to, maintain reasonable and appropriate administrative, organizational, technical and physical controls designed to ensure the privacy, security, and confidentiality of such data (including Platform Data, TSL Confidential Information and user data collected by your Platform(s) (including Personal Data)) to protect from accidental or unauthorized destruction, access or use.
- Brand Features and Attribution.
9.1 License Grant. TSL grants you a personal, non-transferable, non-assignable, non-sublicensable, non-exclusive, revocable and limited license to display TSL Brand Features that are specified in the TSL Branding Guidelines on or through your Platform(s) only in accordance with the TSL Branding Guidelines and these Embed Terms.
9.2 Restrictions. All use of the TSL Brand Features (including any associated goodwill) will inure to TSL’s benefit. You irrevocably assign and will assign to TSL any right, title, and interest that you obtain in any of the TSL Brand Features. You will not, at any time, challenge or assist others to challenge the validity of the TSL Brand Features or their registration (except to the extent you cannot give up that right by law) and you will not attempt to register any trade names, trademarks, service marks, logos or domain names confusingly similar to the TSL Brand Features.
9.3 Attribution. All Platforms must provide proper attribution in accordance with the TSL Branding Guidelines and these Embed Terms (where applicable) when using the TSL Brand Features. TSL reserves the right to determine whether your attribution(s) and display of the TSL Brand Features comply with the TSL Branding Guidelines and these Embed Terms. TSL reserves the right to terminate your license to display the TSL Brand Features at any time.
- Proprietary Rights Notices.You will not remove, obscure, or alter any terms or any links to or notices of terms included in the TSL Platform, or any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material. Where such notices do not appear on, or are not provided through, the TSL Platform, you agree to display such notices in accordance with the TSL Branding Guidelines as applicable.
- Third-Party Rights.You and your Platform(s) will not, and you will require those acting on your behalf and your users to not, infringe or violate third-party rights, including intellectual property rights and other proprietary right, confidentiality, privacy right, or right of publicity.
- TSL may use your company or organization name (or personal name if an individual), product names or logos in presentations, marketing materials, customer lists, financial reports, website listings of customers, research and marketing case studies, and other marketing-related activities, including producing and distributing incidental depictions such as screenshots, video, or other content from your Platform(s). You grant to TSL a non-exclusive, irrevocable, royalty-free, worldwide license to use and display your company or organization name (or personal name if an individual), product name or logos, and content for the above purposes. You must not make any public statements regarding your embedding of the TSL Platform that suggests partnership with, or sponsorship or endorsement by, TSL without TSL’s prior review and written approval.
- Modification to the TSL Platform.
13.1 Right to Modify. TSL is constantly innovating and as part of this continuing innovation, TSL may alter or discontinue any aspect of the TSL Platform (including any specifications, protocols, or methods of accessing any aspect of the TSL Platform) as applied to any specific TSL Platform user or Platform, category of users or Platforms, or all users or Platforms, at any time and without notice or announcement. TSL will use commercially reasonable efforts to give you reasonable advance notice or to make a prior announcement before materially altering or discontinuing any significant aspect of the TSL Platform.
13.2 Backward Incompatible Changes. When TSL intends to make backwards incompatible changes to the TSL Platform, TSL will announce such change on the TSL Website and use commercially reasonable efforts to continue to maintain the software code for the impacted version(s) of the TSL Platform for six (6) months from the date such backwards incompatible changes are announced, in its reasonable determination.
- Usage Limitations.TSL may set a limit on the number of embeds of any TSL Platform at any time as applied to any specific TSL Platform user or Platform, category of users or Platforms, or all users or Platforms. You and your Platform(s) will not, and will not attempt to, exceed or circumvent any applicable restrictions. TSL may specify additional requirements relating to limits, including in the TSL Policies.
- No Implied Rights.
15.1 Ownership. As between you and TSL, TSL and its licensors and suppliers retain all rights in, title to, interest in, and ownership of the TSL Platform (including all Platform Data), TSL Brand Features, the TSL Website, the Agreement, TSL Confidential Information, all TSL websites, applications, products and services, all underlying technology and computer programming, all derivative works of any of the foregoing, and all intellectual property right in and to any of the foregoing (“TSL Property”). As between you and TSL, you retain all rights in, title to, interest in and ownership of your Platform(s), excluding any TSL Property.
15.2 No Other Rights. Except for the express rights contained in the Agreement, TSL grants you no other rights or licenses (whether express, implied, by virtue of estoppel or exhaustion, or otherwise) to the TSL Property or any of TSL’s intellectual property rights. All rights not expressly granted to you are reserved by TSL. You may not make any representations, warranties or guarantees on behalf of TSL or regarding the TSL Platform or products purchased through the TSL platform.
- Non-Exclusive.The Agreement is a non-exclusive agreement. You acknowledge and agree that TSL may be developing, and may develop in the future, websites, applications, products or services that compete with the TSL Platform, your Platform(s), or any other products or services, and TSL has no obligation to make any of these products or services available to you.
- TSL’s communications to you and the TSL Platform may contain TSL Confidential Information. If you receive any TSL Confidential Information, then you will keep it confidential, not use it except in connection with your permitted embedding of the TSL Platform under the Agreement, and not disclose it to any third party without TSL’s prior written consent; however, you may disclose TSL Confidential Information when compelled to do so by law if you provide TSL reasonable prior written notice, unless a court of competent jurisdiction orders that TSL not receive prior notice.
- Exclusion of Warranties.
18.1 No Warranties. NO CONDITIONS, WARRANTIES OR OTHER TERMS APPLY TO ANY SERVICE, SOFTWARE, OR OTHER GOODS OR SERVICES SUPPLIED BY TSL \ OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, SUPPLIERS, LICENSORS, LICENSEES, ASSIGNS, OR SUCCESSORS (“RELATED PARTIES”) UNDER THE AGREEMENT UNLESS EXPRESSLY STATED SET OUT IN THE AGREEMENT.
18.2 As Available. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR AND YOUR PLATFORM(S)’ EMBEDDING OF THE TSL PLATFORM IS AT YOUR SOLE RISK AND THAT THE TSL PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."
18.3 Additional Disclaimers. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TSL AND RELATED PARTIES FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADDITIONALLY, TSL AND RELATED PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT THE TSL PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT THE TSL PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
18.4 No External Warranties. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TSL OR RELATED PARTIES, OR AS PART OF, OR IN CONNECTION WITH, THE TSL PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
18.5 Platform Data Content. THE CONTENT PROVIDED AS PART OF PLATFORM DATA MAY INCLUDE VIDEOS, AUDIO, GRAPHICS, PHOTOS, TEXT, INTERACTIVE FEATURES, SOFTWARE, AND OTHER MATERIALS, INCLUDING MUSIC, SOUNDS, COMMENTS, SCRIPTS, AND AUDIOVISUAL COMBINATIONS. TSL IS A PROVIDER OF HOSTING SERVICES FOR CONTENT AND TSL IS NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY, USEFULNESS, SAFETY, OR LEGALITY OF SUCH CONTENT, INCLUDING CONTENT THAT MAY BE OFFENSIVE, INDECENT, DEFAMATORY, OBJECTIONABLE, OR THAT MAY VIOLATE THIRD-PARTY RIGHTS OR APPLICABLE LAWS OR REGULATIONS. ANY PLATFORM DATA IS OBTAINED BY YOU AND YOUR PLATFORM(S) AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR YOUR USERS’ COMPUTER SYSTEM(S) OR DEVICE(S), LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM ANY ASPECT OF THE TSL PLATFORM.
18.6 Third-Party Services. THE TSL PLATFORM MAY CONTAIN LINKS TO THIRD PARTY WEBSITES AND ONLINE SERVICES THAT ARE NOT OWNED OR CONTROLLED BY TSL. TSL HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, SUCH WEBSITES AND ONLINE SERVICES.
- Limitation of Liability.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TSL AND RELATED PARTIES ARE NOT RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TSL AND RELATED PARTIES ARE NOT LIABLE FOR ANY LOSS OR DAMAGE WHETHER OR NOT TSL AND RELATED PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TSL’S TOTAL AGGREGATE LIABILITY UNDER OR ARISING OUT OF THE AGREEMENT IS LIMITED TO THE AMOUNT PAID BY YOU TO TSL TO EMBED THE TSL PLATFORM FOR THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR US$1,000.00, WHICHEVER IS HIGHER.
19.2 Additional Limitations. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TSL AND RELATED PARTIES ARE NOT LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM:
- PROVIDING, REMOVING, MODIFYING, SUSPENDING OR TERMINATING ANY ASPECT OF THE TSL PLATFORM (INCLUDING FEATURES, FUNCTIONS, SUPPORT FOR TSL PLATFORM (IF ANY), PLATFORM DATA, AND ANY CONTENT INCLUDING AUDIO VISUAL CONTENT (IN WHOLE OR IN PART)), OR THE AGREEMENT (IN WHOLE OR IN PART), WITH RESPECT TO ANY SPECIFIC TSL PLATFORM USER OR PLATFORM, CATEGORY OF USERS OR PLATFORMS, OR ALL USERS, OR PLATFORMS; OR
- CONTENT SUBMITTED TO TSL WEBSITES, APPLICATIONS, SERVICES AND PRODUCTS BY USERS OR OTHER THIRD PARTIES, OR FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY SUCH PERSONS OR ENTITIES.
- You will indemnify, defend (at TSL’s option) and hold TSL and Related Parties harmless against any claim, costs, losses, damages, liabilities, judgments, fees (including reasonable fees of attorneys and other professionals), and expenses arising out of or in connection with any claim, action or proceeding (any and all of which are “Claims”) by a third party arising out of (i) any use of any TSL Platform by you, those acting on your behalf, your Platform(s), or any of your users; (ii) actual or alleged violation of the Agreement (or any portion thereof) by you, those acting on your behalf, your Platform(s), or any of your users, including actual or alleged infringement of any third-party right (including any intellectual property or other proprietary right, confidentiality, privacy right, or right of publicity) by you, those acting on your behalf, your Platform(s), or any of your users; or (iii) any content, data, technology or materials provided or contributed by, or through, you, those acting on your behalf, your Platform(s), or any of your users, and not by TSL and Related Parties.
TSL may, at its sole discretion, elect for you to assume control of the defense of the Claim for which you are required to indemnify TSL and Related Parties under this Section 20. If the defense or settlement is assumed by you, TSL may at any time thereafter elect to appoint its own counsel (at its own expense); or TSL may take over control of the defense and settlement of such Claim. You will not settle any Claim without TSL’s prior written consent. Both parties will provide reasonable assistance to the other as may be required in order to defend any relevant Claim.
- Injunctive Relief.You acknowledge that the limitations and restrictions in the Agreement are necessary and reasonable to protect TSL, and expressly agree that monetary damages may not be a sufficient remedy for your breach of the Agreement. Accordingly, you agree that TSL will be entitled to seek temporary or permanent injunctive relief against any violation or threatened violation of such limitations or restrictions in any court of competent jurisdiction.
22.1 Termination by You. You may terminate your legal agreement with TSL by discontinuing all embedding of the TSL Platform (including discontinuing embedding by your Platform(s) and those acting on your behalf) at any time. You do not need to specifically inform TSL when you stop embedding the TSL Platform unless otherwise required by TSL.
22.2 Termination by TSL. Notwithstanding anything to the contrary, TSL reserves the right to (i) suspend or terminate you, your Platform(s)’ and those acting on your behalf’s ability embed the TSL Platform, (ii) suspend or terminate access to, or use of, any aspects of the TSL Platform by you, your Platform(s) and those acting on your behalf), and (iii) terminate the Agreement (or any portion thereof), as applied to any specific user or Platform, category of users or Platforms, or all users or Platforms at any time. For example, we may need to exercise such rights in instances of your breach of this Agreement, court order, when we believe there to have been misconduct or conduct which may create potential liability for TSL. Although we will use commercially reasonable efforts to give you reasonable notice, we have no obligation to do so.
22.3 Effect of Termination. Upon any suspension, notice of any discontinuance, or termination (whether by you or TSL), you will immediately stop embedding the TSL Platform and stop accessing and using all TSL Property and delete all TSL Platform (including all Platform Data) and TSL Confidential Information in your possession or control, including from your servers. At TSL’s request, you will certify your deletion of all TSL Platform (including all Platform Data) and TSL Confidential Information in your possession or control in writing that is signed by your authorized representative who has the authority to bind you. TSL may independently communicate with any account owner whose account(s) are associated with credentials assigned to you or your Platform(s) to provide notice of both the suspension or termination of your access to, or use of, the TSL Platform and the display of any advertisements associated with your Platform(s) (where applicable).
22.4 Termination of Support or Modification Efforts. If TSL elects to provide you or your Platform(s) with support or modification for the TSL Platform, this support or modification may be suspended or terminated by TSL at any time without notice to you, as applied to any specific TSL Platform user or Platform, category of users or Platforms, or all users or Platforms.
22.5 No Obligation to Provide. TSL is under no obligation to provide the TSL Platform. It is solely your responsibility at all times to be prepared to conduct your business and operate your Platform(s) without to the ability to embed any aspect of the TSL Platform.
22.6 Survival. The following Sections of these Embed Terms will continue to apply indefinitely even upon any termination or expiration of the Agreement as applied to any specific user or Platform, category of users or Platforms, or all users or Platforms at any time: 1 (Definitions), 2.2 and 2.3 (The Agreement), 3.3 (Permitted Embedding of the TSL Platform), 8 (Security) to the extent applicable data is in the process of deletion upon termination or expiration of the Agreement, 9.2 (Brand Features and Attribution), 12 (Publicity), 15 (No Implied Rights), 16 (Non-Exclusive), 17 (Confidentiality), 18 (Exclusion of Warranties), 19 (Limitation of Liability), 20 (Indemnification), 21 (Injunctive Relief), 22 (Termination), and 23 (General Legal Terms).
- General Legal Terms.
The Agreement controls the relationship between you and TSL and constitutes the entire agreement between such parties with respect to the subject matter hereof. There are no other third-party beneficiaries under the Agreement. TSL will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement. A waiver will be effective only if TSL expressly states in writing signed by an authorized representative that TSL is waiving a specified term of the Agreement. If it turns out that a particular provision of the Agreement is found to be not enforceable, that provision will be modified by the court of competent jurisdiction to the extent necessary to create an enforceable provision that reflects the parties' intention as closely as possible. If that is not possible, it will be deemed deleted and the rest of the Agreement will continue in force unaffected. You may grant approvals, permissions and consents to TSL by email, but any modifications requested by you to the Agreement must be made in writing (not including email) and signed by both TSL and your authorized representative who has the authority to bind you (and only if TSL agrees to such modification). All notices to TSL must be in the English language, in writing, and sent to our corporate headquarters address listed on our website via first class or air mail or overnight courier, and are deemed given upon receipt. You may not assign or transfer these Embed Terms or your rights under these Embed Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Embed Terms at any time without consent. You are not TSL’s legal partner or agent; the parties are independent contractors. The laws of California, U.S.A., excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to the Agreement or the TSL Platform. Subject to Section  (Injunctive Relief), all claims arising out of or relating to the Agreement or the TSL Platform will be litigated exclusively in the federal or state courts of Los Angeles County, California, U.S.A., and you and TSL consent to personal jurisdiction in those courts.