TERMS OF SERVICE

TERMS

This is a legal agreement (“Agreement”) between You and SessionTalk Ltd. (“the Company”), for use of the SessionCloud Platform and other related services and products connected to the SessionCloud platform including, but not limited to the SessionCloud software product, websites and mobile applications (“Service”) provided by SessionTalk Ltd. By accepting this Agreement or by accessing using the Service, You acknowledge that you have read, understood, and agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a Company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates. The Company may change this Agreement from time to time without prior notice. You can review the most current version of this Agreement at any time at http://sessiontalk.co.uk/terms. The revised terms and conditions will become effective upon posting and if You use the Service after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this Agreement is not acceptable to You, your only remedy is to stop accessing and using the Service. This is an Agreement for use of the Service, and You are not granted a license to any software by this Agreement.

SERVICE

The “Service” includes any tools, software, data, text, images, sounds, video, and content made available by the SessionCloud platform. Any new features added to or augmenting the Service are also subject to this Agreement. No reselling or use outside of permitted terms. Other than using the Service as permitted under the terms and conditions of this Agreement or other written agreements between You and the Company, You may not resell, distribute, make any commercial use of, or use on a time-share or service bureau basis.

YOUR USE OF THE SERVICE

As part of the Service, the Company may generate binary packages ( “Apps”) suitable for submission to App Store and Google Play. You are responsible for providing all other items required for successful submission and release of the Apps. These items may include app description, screenshots, search keyword selection, app category and any other information required by the stores where the apps are submitted.

BILLING

If you purchase a Service package or additional Service features, you may elect to provide a credit card or other payment mechanism selected by you. You agree that the Company may charge to your credit card or other payment mechanism selected by you and approved by the Company all amounts due and owing for the Service, including service fees, development fees or any other fee or charge associated with your use of the Service. Any annual, monthly or similar periodic fees will be billed automatically to the credit card designated during the registration process for the Service, or subsequently designated to the Company at the start of the billing period. The Service is charged monthly in advance. You may cancel at any time. We will automatically bill you each billing period on the calendar day corresponding to the commencement of the Service. All fees and charges are non-refundable. If you cancel the service you will be charged a sum proportional to the time the service was used in the current period, rounded to whole days up. Please note that any per user license fees are billed monthly in arrears. If you purchase or upgrade additional services that are charged on a monthly basis, your first payment for those additional services will be the price of the additional services pro-rated based on the actual number of days until your next monthly payment date. Your scheduled monthly payment date will remain the same as your initial purchase date, with the full price of the additional services reflected in subsequent monthly charges. If you move from a higher priced package to a lower priced package there is no refund. The lower priced fee structure will begin on your next monthly payment date. We may change the fees and charges in effect or add new fees and charges from time to time. We will inform you of any increase or addition to existing fees and we may offer you a grace-period in which your fees will not increase for a certain period of time. If you do not accept the increase or addition to the existing fees, you may elect to terminate your account during the then current billing period and you shall not be liable for such fee increase after the applicable billing period; however, any later renewal of service will be subject to the increased fee structure.

CONTENT

All content posted on the Service must comply with UK and International copyright law. We claim no intellectual property rights over the material you provide to the Service. All materials uploaded remain yours. The Company does not pre-screen content, but reserves the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.

TERMINATION & CANCELLATION

You agree that the Company may without prior notice immediately terminate your access to the Service. Such termination may be made in the Company’s sole and absolute discretion with or without cause. For illustrative purposes only, the situations in which the Company may terminate your access to the Service shall include, but not be limited to: (a) breaches or violations of the Agreement or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies (c) a request by you (self-initiated account deletions) (d) discontinuance or material modification to the Service (or any part thereof) (e) unexpected technical or security issues or problems (f) extended periods of inactivity; (g) engagement by you in fraudulent or illegal activities and/or (h) nonpayment of any fees owed by you in connection with the Service. Further, you agree that all terminations for cause shall be made in the Company’s sole and absolute discretion and that the Company shall not be liable to you or any third party for any termination of your access to the Service.

DISCLAIMER

Neither any opinion, advice or statement of us or our affiliates, licensors, suppliers, agents or visitors, whether made on our website or otherwise nor the results of any operation of the Service by you constitute representations or warranties of us or give rise to any rights of reliance or otherwise for the benefit of you or any third party. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this website for the reconstruction of any lost data. We do not assume any responsibility or risk for your use of our Service and the Internet. ANY AND ALL SERVICES PROVIDED BY US TO YOU ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NONINFRINGEMENT AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. WE AND OUR AFFILIATES, LICENSORS, SUPPLIERS, AND AGENTS DO NOT WARRANT THAT YOUR USE OF OUR WEBSITE OR MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED OR THAT OUR WEBSITE, THE SERVER(S) ON WHICH OUR WEBSITE IS HOSTED OR OUR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without limiting the generality of the foregoing, we hereby disclaim any and all liability for any damage to or other impact on your equipment, hardware, software, data or other information or materials, whether or not caused by or related to (either directly or indirectly) your use of the Service, including but not limited to claims relating to faulty, malfunctioning or inoperable Service.

LIMITATION OF LIABILITY

IN NO EVENT WILL WE NOR ANY OF OUR AFFILIATES, LICENSORS SUPPLIERS OR AGENTS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES (“INDEMNIFIED PARTIES”), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR WEBSITE, MATERIALS OR ANY LINKED SITE IS TO STOP USING THEM. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF ALL INDEMNIFIED PARTIES COLLECTIVELY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS OR use OUR WEBSITE OR OUR MATERIALS. YOUR USE OF OUR WEBSITE AND ANY MATERIALS PROVIDED THROUGH OUR WEBSITE IS ENTIRELY AT YOUR OWN RISK. You acknowledge that the limitations of liability in these Terms and the allocation of risk herein are an essential element of the bargain between you and us, without which we would not have provided the Service. Our pricing reflects this allocation of risk and the limitation of liability specified herein.

ERRORS

A possibility exists that our website or materials could include inaccuracies or errors or information or materials that violate these Terms. Additionally, a possibility exists that unauthorized alterations could be made by third parties to our website or materials. Although we attempt to ensure the integrity of our website, we make no guarantees as to its completeness or correctness. If a situation arises in which our website’s completeness or correctness is in question, please contact us via our contact information provided on our “Support” page of the website with, if possible, a description of the material to be checked and the location (URL) where such material can be found on our website.

EXPORT COMPLIANCE

You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.

GOVERNING LAW

This Agreement shall be governed by the laws of the United Kingdom without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of the United Kingdom for the purpose of resolving any dispute relating to your access to or use of the Service.