Terms of Service
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Last Updated: 12-15-2024
- Introduction
- Welcome to Talyi! Your use of Talyi’s services, including the services Talyi makes available through this website and all related web sites, mobile sites, and applications which link to these terms of service (the “Site”) and to all software or services offered by Talyi in connection with any of those (the “Services”), is governed by these terms of service (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Talyi” refer to Talyi, Inc., the providers and operators of the Services.
- In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “Customer” will also refer to that organization, wherever possible.
- You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Talyi or any of its affiliates regarding future functionality or features.
- If you have entered into a separate written agreement with Talyi for use of the Services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these Terms with respect to the Services specified in such agreement.
- Arbitration notice: except for certain types of disputes described in the arbitration clause below, you agree that disputes between you and Talyi will be resolved by mandatory binding arbitration and you waive any right to participate in a class-action lawsuit or class-wide arbitration.
- By using, downloading, installing, or otherwise accessing the services or any materials included in or with the services, you hereby agree to be bound by these terms. If you do not accept these terms, then you may not use, download, install, or otherwise access the services.
- Certain features of the services or site may be subject to additional guidelines, terms, or rules, which will be posted on the service or site in connection with such features. To the extent such terms, guidelines, and rules conflict with these terms, such terms shall govern solely with respect to such features. In all other situations, these terms shall govern.
- Your Account
- In the course of registering for or using the Services, you may be required to provide Talyi with certain information, including your name, contact information, username and password (“Credentials”). Talyi handles such information with the utmost attention, care and security. Nonetheless, you, not Talyi, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information or other information relating to your account changes, you must notify Talyi promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Talyi of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Talyi immediately.
- Content
- A variety of information, reviews, recommendations, messages, comments, posts, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by Talyi or its suppliers (“Talyi-Supplied Content”). While Talyi strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Talyi cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Talyi-Supplied Content.
- You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”
- You agree that you are solely responsible for (and that Talyi has no responsibility to you or to any third party for) any User Content, and for the consequences of your actions (including any loss or damage which Talyi may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are also responsible for the actions of associated Users and for any User Content that such associated Users might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. Furthermore, you acknowledge that Talyi does not control or actively monitor Content uploaded by users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Talyi be liable in any way for any such Content.
- Talyi may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Talyi may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Talyi may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Talyi has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.
- Talyi reserves the right (but shall have no obligation) to monitor and remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Talyi. Talyi also reserves the right to directly take down such Content.
- By submitting, posting or otherwise uploading User Content on or through the Services you give Talyi a worldwide, nonexclusive, perpetual, fully sub-licensable, royalty-free right and license as set below:
- with respect to User Content that you submit, post or otherwise make publicly or generally available via the Services (e.g. public forum posts), the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute , publicly perform, and publicly display such User Content (in whole or part) worldwide via the Services or otherwise, and/or to incorporate it in other works in any form, media, or technology now known or later developed for any legal business purpose; and
- with respect to User Content that you submit, post or otherwise transmit privately via the Services, the license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and publicly display such User Content for the purpose of enabling Talyi to provide you with the Services, and for the limited purposes stated in our Privacy Policy.
- Notwithstanding anything to the contrary in these Terms, Talyi may monitor Customer's use of the Services and collect and compile Aggregated Data. As between Talyi and you, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Talyi. You acknowledge that Talyi may compile Aggregated Data based on User Content input into the Services. Customer agrees that Talyi may (i) make Aggregated Data available to third parties including its other customers in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law. As used herein, “Aggregated Data” means data and information related to or derived from User Content or your use of the Services that is used by Talyi in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services.
TALYI SUPPLIERS
A. SUPPLIERS
Talyi will make Client Data available to Suppliers as required to provide the Cloud Software and in accordance with the Agreement.
B. MESSAGING TERMS AND CONDITIONS.
Client and its Users may have access to Short Message Service (SMS), Multimedia Messaging Service (MMS) or other messaging services in connection with its use of the Cloud Software. Client will ensure its and its Users’ full compliance with Applicable Law and the requirements of any and all regulatory agencies with respect to such services, including the Telephone Consumer Protection Act (“TCPA”). For example, Client may be subject to the restrictions of the TCPA when Client messages any person for the purposes of marketing services to such person through automated systems. For additional information on messaging compliance, Client may review the practices contained in the latest versions of CTIA’s Short Code Monitoring Handbook and Messaging Principles and Best Practices (collectively, the “CTIA Resources”). The practices contained in the CTIA Resources are designed to protect consumers in a manner approved by wireless carriers.
C. SHORT AND LONG CODE REGISTRATION REQUIREMENTS.
Client agrees to cooperate with Talyi, and Client authorizes Talyi to take actions reasonably required for Talyi to deliver SMS and MMS services to Client, including, as applicable, Talyi providing “know your customer” information to messaging and telecom providers. “Know your customer” information may include Client’s address, business type, entity type, registration or EIN number, industry, website, and region of operations, and will be used to develop a trust score, which may, for example, affect message throughput. Client understands and agrees that Talyi does not control SMS or MMS message throughput and that failure to comply with the requirements of this Section 3(c) will materially affect Talyi’s ability to deliver phone numbers and SMS or MMS messages via the Cloud Software. Accordingly, notwithstanding anything in the Agreement, Talyi will have no liability for any damage, liabilities, losses or any other consequences that Client may incur as a result of any failure by Client to comply with this Section 3(c).
D. CARRIER RESTRICTIONS.
Client acknowledges that all phone numbers used in connection with the Cloud Software are subject to rules and restrictions imposed by telecommunications and messaging providers (“Messaging Service Providers”) and Messaging Service Providers may require Talyi and/or Client to discontinue use of a number or short code. In such an instance, Talyi will use commercially reasonable efforts to obtain additional numbers or short codes and work with the applicable Messaging Service Providers to minimize disruption to the Cloud Software.
SMS AND MMS MESSAGING
You may choose to use the Site and Services to interact with our AI recruitment messaging platform, which enables you to communicate with or a Talyi Client, as applicable, via SMS and/or MMS technology. You may opt-in to communicate via SMS and/or MMS using a 10 digit long-code or 5 digit short-code, and send and receives messages as described below.
a) Long-Code Messaging: Prior to interacting via long code, you will be asked to provide your mobile phone number. By providing your number, opting-in to or interacting with Talyi or a Talyi Client (as applicable) via long-code, you represent that you are the owner or authorized user of the device you use to receive messages, that the mobile phone number you have provided is assigned to you, and that you are authorized to approve any applicable charges. You may receive messages regarding open positions, updates from recruiters, upcoming events, hiring process updates, and direct (automated or unique) messages while using the platform.
You can cancel the SMS service at any time by texting "STOP" to the applicable long code. After you send the SMS message "STOP", you will receive an SMS message to confirm that you have been unsubscribed from campaigns from that long code and you will no longer receive SMS messages from that long code. If you want to join again, just sign up as you did the first time and you will begin receiving SMS messages again. If you are experiencing issues with the long code messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at support@talyi.com. Talyi and carriers are not liable for delayed or undelivered messages.
As always, message and data rates may apply for any messages sent or received by you and message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read the privacy policy of Talyi or the Talyi Client to who you provided your phone number, as applicable.
b) Short-Code Messaging: The first time you interact via a short-code you will be asked to text a specific advertised keyword (the “Keyword” to a specific advertised 5 digit short-code (the “Short-Code”). By texting the Keyword to the Short-Code you represent that you are the owner or authorized user of the device you use to receive messages, that the mobile phone number you have provided is assigned to you, and that you are authorized to approve any applicable charges. You may receive messages regarding open positions, updates from recruiters, upcoming events, hiring process updates, and direct (automated or unique) messages while using the platform.
You can cancel the SMS service at any time by texting "STOP" to the applicable Short-Code. After you send the SMS message "STOP", you will receive an SMS message to confirm that you have been unsubscribed from campaigns from that Short-Code and you will no longer receive SMS messages from that Short-Code. If you want to join again, just sign up as you did the first time and you will begin receiving SMS messages again. If you are experiencing issues with the short-code messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at support@talyi.com. Talyi and carriers are not liable for delayed or undelivered messages.
As always, message and data rates may apply for any messages sent or received by you and message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read the privacy policy of Talyi or the Talyi Client whose short code campaign you opted-in to, as applicable.
- Proprietary Rights
- You acknowledge and agree that Talyi (and/or Talyi’s licensors) own all legal right, title and interest in and to the Services and Talyi-Supplied Content and that the Services and Talyi-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
- Except as provided in Section 3, Talyi acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Talyi, you agree that you are responsible for protecting and enforcing those rights and that Talyi has no obligation to do so on your behalf.
Feedback, Testimonials, and Logo Usage
As part of any pilot program, trial, or evaluation of the Services (including any no-cost or limited-time access), you may provide feedback, suggestions, testimonials, or other input regarding your experience with Talyi (“Feedback”). You grant Talyi a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, modify, publish, and display such Feedback for product improvement, marketing, promotional, and business purposes.
You further grant Talyi the right to identify you as a customer or pilot participant and to use your company name, logo, and non-confidential statements derived from your Feedback on Talyi’s website, marketing materials, presentations, and other promotional content, solely to reference your participation in the Services.
Talyi will not publish any confidential information as part of such testimonials or references.
Opt-Out. If you prefer not to be included in public testimonials or logo usage, you may notify Talyi in writing at any time, and Talyi will promptly cease future use.
- License from Talyi and Restrictions on Use
- Talyi gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Site and Services for the sole purpose of to allow you to access the Services for your non-commercial or internal business purposes, in the manner permitted by these Terms.
- You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Talyi, in writing (e.g., through an open source software license); or (ii) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.
- You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
- You may not rent, lease, provide access to or sublicense any elements of the Services to a third party or use the Services on behalf of or to provide services to third parties.
- You may not access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.
- You may not access the Services for the purpose of bringing an intellectual property infringement claim against Talyi or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, “scrape,” “data mine” or in any way gather Content from the Services.
- You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Talyi, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).
- You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 16, as the Services are not intended for children under 16.
- Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of authorized users, and any act or omission by an authorized user that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer shall use reasonable efforts to make all authorized users aware of these Terms's provisions as applicable to such authorized users’ use of the Services and shall cause authorized users to comply with such provisions.
- Talyi may from time to time make third-party products available to Customer or Talyi may allow for certain third-party products to be integrated with the Services to allow for the transmission of User Content from such third-party products into the services. For purposes of these Terms, such third-party products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such third-party products, then Customer should not install or use such third-party products. By authorizing Talyi to transmit User Content from third-party products into the services, Customer represents and warrants to Talyi that it has all right, power, and authority to provide such authorization.
- Customer has and will retain sole responsibility for: (i) all User Content, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any authorized user in connection with the Services; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (iv) the security and use of Customer's and its authorized users' access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its authorized users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
- Pricing Terms
- Subject to the Terms, the Services are provided to you without charge up to certain usage limits, and usage in excess of these limits may require purchase of additional resources and the payment of fees. Please see the pricing terms at https://talyi.com/pricing
- Privacy Policies
- These Services are provided in accordance with our Privacy Policy, which can be found at https://talyi.com/privacy-policy. You agree to the use of your User Content and personal information in accordance with these Terms and Talyi’s Privacy Policy.
- You agree to protect the privacy and legal rights of your End Users. If your End Users provide you with user names, passwords, or other login information or personal information, you agree make such End Users aware that such information may be made available to Talyi and to refer such End Users to our Privacy Policy linked above.
- Notwithstanding anything to the contrary, in the event you use the Services as an organization, you agree to permit Talyi to identify you as a customer and to use your name and/or logo in Talyi’s website and marketing materials.
- Modification and Termination of Services
- Talyi is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Talyi provides may change from time to time without prior notice to you, subject to the terms in its Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.
- You may terminate these Terms at any time by canceling your account on the Services, subject to any terms and conditions in connection with termination contained in the separate written agreement between you and Talyi.
- You agree that Talyi, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Talyi will not be liable to you or any third party for such termination
- You are solely responsible for exporting your User Content from the Services prior to termination of your account for any reason, provided that if we terminate your account for our convenience, we will endeavor to provide you a reasonable opportunity to retrieve your User Content.
- Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
- Changes to the Terms
- These Terms may be amended or updated from time to time without notice and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.
- DISCLAIMER OF WARRANTY
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
- TALYI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TALYI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.
- NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT TALYI’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
- LIMITATION OF LIABILITY
- SUBJECT TO SECTION 10 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TALYI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- THE LIMITATIONS ON TALYI’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT TALYI HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL TALYI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.
- Indemnification
- You agree to hold harmless and indemnify Talyi, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Talyi and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your User Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
- Copyright Policy
- You agree to hold harmless and indemnify Talyi, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Talyi and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your User Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
- Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.
- Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
- “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
- “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Designated Copyright Agent:
Copyright Agent,
Talyi, Inc.
2021 Guadalupe Street, Suite 260
Austin, Texas 78705
United States of America
privacy@talyi.com
- Third-Party Content and Materials
- You may be able to access or use third party websites, resources, content, communications or information (“Third Party Materials”) via the Services. You acknowledge sole responsibility for and assume all risk arising from your access to, reliance upon or use of any such Third Party Materials and Talyi disclaims any liability that you may incur arising from access to, reliance upon or use of such Third Party Materials via the Services.
- You acknowledge and agree that Talyi: (a) is not responsible for the availability or accuracy of such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance upon or use of such Third Party Materials; and (c) does not make any promises to remove Third Party Materials from being accessed through the Services.
- Third Party Software
- The Services may incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.
- Generative AI Terms
- Generating Content. When you use generative AI features, you may be asked to input or upload content, such as a video file, audio file, document, image, or text (collectively, “Input”). The Input will be used by the Services to generate an output, such as a text, image, text effects, vector graphic file, audio file, or video file, which will be provided within the Services (“Output”). The Input and Output are your Content and all provisions governing Content in the Terms apply to the Input and Output. The generative AI features, Input, and Output must be used in accordance with the Terms, which may be modified from time to time. Talyi reserves the right to limit, disable, suspend, or terminate your right to use or access the generative AI features at any time in our sole discretion without prior notice to you.
- Input. You are solely responsible for your Input. You must not submit any Input that: (a) includes trademarks or other materials protected by third-party intellectual property rights, unless you have sufficient rights in such materials; (b) is intended to generate Output that is substantially similar to a third party’s copyrighted work or is otherwise protected by third-party intellectual property rights, unless you have sufficient rights in such work; (c) contains any third party personal information unless you comply with all data protection and privacy laws and regulations applicable to the personal information, including providing privacy notices and obtaining consent, where required; (d) violates applicable law; or (e) violates the Terms. We may automatically block your Input, in our sole discretion, if we believe it violates the rights of a third party, applicable law, or our Terms.
- Your Responsibilities for the Output. You are solely responsible for the creation and use of the Output and for ensuring the Output complies with our Terms. Talyi disclaims all warranties, express or implied, regarding the Output, including any implied warranties that the Output will not violate the rights of a third party or any applicable law.
- Suitability of Output. Use of generative AI features may produce Output that is unexpected or unsuitable for some users. Our generative AI features may in some situations produce Output that is inaccurate, incorrect or otherwise undesirable. You shall evaluate the content, nature and accuracy of any Output as appropriate for its applicable use case, including by using human review of the Output. The Output may not be unique and other users of generative AI features may generate the same or similar Output. The Output may not be protectable by intellectual property rights.
- No AI/ML Training. You must not, and must not allow third parties to, use any content, data, output or other information received or derived from any generative AI features, including any Outputs, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights.
- Licenses to Talyi. In addition to any rights you grant us to your Content under the Terms, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, distribute, modify, sublicense, create derivative works based on, publicly display, publicly perform, or translate both the submitted Input and any corresponding Outputs for any purpose. For example, we could make your Inputs and Outputs publicly available to other users and allow those users to use the Inputs or Outputs to create their own content.
- Feedback
- You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Talyi under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone. Further, you warrant that your feedback is not subject to any license terms that would purport to require us to comply with any additional obligations with respect to any products or services that incorporate any of your feedback.
- Disputes
- Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Talyi and limits the manner in which you can seek relief from us.
- These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Except for small claims disputes in which you or Talyi seek to bring an individual action in small claims court located in the county of your billing address or claims for injunctive relief by either party, any dispute or controversy arising out of, in relation to, or in connection with these Terms or your use of the Services shall be finally settled by binding arbitration in San Francisco County, California under the Federal Arbitration Act (9 U.S.C. §§ 1-307) and the then current rules of JAMS (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. Where arbitration is not required by these Terms, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in San Francisco County, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALES TRANSACTIONS BETWEEN YOU AND TALYI, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS AND CONDITIONS. YOU ALSO AGREE NOT TO BRING ANY LEGAL ACTION, BASED UPON ANY LEGAL THEORY INCLUDING CONTRACT, TORT, EQUITY OR OTHERWISE, AGAINST TALYI THAT IS MORE THAN ONE YEAR AFTER THE DATE OF THE APPLICABLE ORDER.
- You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by emailing us at privacy@talyi.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration.
- Miscellaneous
- These Terms, together with our Privacy Policy, constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Talyi to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Talyi must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent.
- You must be over 16 years of age to use the Services, and children under the age of 16 cannot use or register for the Services. If you are over 16 years of age but are not yet of legal age to form a binding contract (in many jurisdictions, this age is 18), then you must get your parent or guardian to read these Terms and agree to them for you before you use the Services. If you are a parent or guardian and you provide your consent to your child's registration with the Services, you agree to be bound by these Terms with respect of your child’s use of the Services.
- Contact Us
- If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at: privacy@talyi.com.
- When submitting a complaint, please provide a brief description of the nature of your complaint and the specific services to which your complaint relates.
