Terms of Service


By visiting this website (“Site”) and using our installed desktop software, mobile apps, digital
assistant, or web app, collectively referred to as “Software”, you agree to the following terms
and conditions (“Terms”) as well as our Privacy Policy.

Your use of this Site and our Software indicates your acceptance of this agreement, which
thereby becomes a binding contract between you and Talkatoo Inc. (Talkatoo).

You represent that you are legally able to accept these Terms, and affirm that you are of legal
age to form a binding contract. Talkatoo’s acceptance is expressly conditioned upon your
assent to all the terms and conditions of this Agreement. The Site and our Software are not
intended for and should not be used by anyone under the age of 18. By using the Site and our
Software, you represent and warrant that you meet the foregoing eligibility requirements.

The terms “you,” “your,” “yourself” shall also include your employees, agents, and any other
individuals that you provide access to our Software through your user account. You are
responsible for ensuring that all persons who access the Site and Software through your user
account are aware of these Terms and comply with them.

The headings used in this agreement are included for convenience only and will not limit or
otherwise affect these terms.

Talkatoo will be involved in research studies with consenting participants in order to improve its software offering. If your non-identifiable data are used for research purposes, then the limitation of liability (Section 10) and indemnification (Section 11) contained within this agreement are waived with respect to any harms suffered or liabilities incurred as a result of any research activities.

  1. Rules of Conduct

When you use our Site and Software you must abide by the following rules of conduct.
You must not:
Use the Site and Software in any way that violates any applicable federal, state, provincial,
local, or international law or regulation;
Infringe upon or violate Talkatoo’s intellectual property rights or the intellectual property rights of
Interact with the Site and Software using an automated software tool or manually on a mass
basis (unless we have given you separate written permission to do so);
Obtain, or attempt to obtain, unauthorized access to areas of the Site and Software;
“Flood” the Site and Software with requests in any manner that could disable, overburden,
damage, or impair the Site and Software;
Circumvent or reverse-engineer the Site and Software;
Manipulate or forge identifiers in order to disguise the origin of any information provided to us or
our employees;
Impersonate or attempt to impersonate Talkatoo, a Talkatoo employee, another user, or any
other person or entity;
Introduce any viruses, trojan horses, worms, logic bombs, or other malicious or technologically
harmful material;
Spam, phish, pharm, pretext, spider, crawl, or scrape; or
Engage in any other conduct that interferes with anyone’s use or enjoyment of the Site and
Software, or which, as determined by us, may harm Talkatoo or users of the Site and Software
or otherwise expose them to liability.

  1. User Content

You are solely responsible for any content (User Content) that you record or upload using the
You agree that you will not record upload anything that:
Contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing,
violent, hateful, inflammatory, or otherwise objectionable;
Promotes sexually explicit pornographic material, violence, or discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age;
Infringes on any patent, trademark, trade secret, copyright, or other intellectual property or other
rights of any other person;
Violates the legal rights of others or contains any material that could give rise to any civil or
criminal liability under applicable laws or regulations;
Promotes any illegal activity, or advocates, promotes, or assists any unlawful act;
Causes annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm,
or annoy any other person;
Contains any virus, malware, spyware, or other harmful content or code or materials that
otherwise violate the terms.
You understand that your content (not including credit card information) may be transferred
unencrypted and involve (a) transmissions over various networks; and (b) changes to confirm
and adapt to technical requirements of connecting networks or devices. Credit card information
is always encrypted during transfer over networks.

  1. Availability

We use commercially reasonable efforts to ensure that the Site and Software is available 24
hours a day, seven days a week. However, there will be occasions when the Site and Software
will be interrupted for maintenance, upgrades, and repairs or due to failure of
telecommunications links and equipment.

You agree that we shall not be responsible or liable to you for the deletion or failure to make
available any User Content through the Site or Software, or any modification, suspension, or
discontinuance of the Site or Software.

We reserve the right, at our sole discretion, to limit your ability to access or use the Site or
Software at any time.

We reserve the right to terminate, suspend, or limit certain features or functionality of the Site or
Software at any time, and at our sole discretion.

  1. License and Ownership

We grant you a non-transferable, non-exclusive limited license to use the Site and Software in
accordance with these Terms. Except for allowing you to use the Site and Software as set forth
herein, you are not receiving any other license or any other rights, including intellectual property
or other proprietary rights as relates to the Site or Software. All of our rights not expressly
granted by this license are hereby retained.

You retain all ownership rights to your User Content. However, by recording, uploading, or
otherwise transmitting your User Content to us, you hereby grant us a worldwide, non-exclusive,
royalty-free license to access, process, copy, export, and use User Content, only as reasonably
necessary to maintain our software and service and to comply with laws and regulations.

  1. Billing and Payments

If you are a paying customer (“Customer”), you agree to pay us in accordance with applicable
payment terms. Additionally, we reserve the right to refuse any transaction you place with us.
Prices for our Software are subject to change without notice.

We reserve the right to offer discounts and temporary promotions.
You agree to provide current, complete and accurate purchase and account information for all
transactions. You agree to promptly update your account and other information, including your
email address and credit card numbers and expiration dates, so that we can complete your
transactions and contact you as needed.

After the 30-day trial period, for annual contracts that are canceled within the first twelve (12) months, the remaining unpaid balance of the subscription will be charged to the Customer upon cancellation.
In addition to the above, for plans that include free microphones, for any cancellations that occur within the first twelve (12) months, Customer must return the microphones to Talkatoo at their own expense or pay the full retail price of USD $335 per microphone. Annual contracts will automatically renew for another full year on their renewal date unless Customer notifies Talkatoo before such renewal date that they wish to discontinue their services.
We reserve the right to modify or discontinue the Software (or any part or content thereof)
without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change,
suspension, or discontinuance of the Software.

  1. Sale Limitations

Certain components of our Software may be available exclusively online through the website.
We reserve the right, but are not obligated, to limit the sale of our Software to any person,
geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. All
descriptions of Software or Software pricing are subject to change at any time without notice, at
the sole discretion of us. We reserve the right to discontinue the Software at any time. Any offer
for any Software made on this site is void where prohibited.
We do not warrant that the quality of our Software will meet your expectations, or that any errors
will be corrected.

  1. Suspension

We may suspend your account in the following situations:
If you are a Customer and your payment fails, we will suspend your account until such time as
we are able to process your payment.
If you are using our Software on a free trial basis and the trial ends, your usage of the software
will be suspended until such time as you become a Customer.
If your account has been flagged due to suspected or actual violation of the Terms.

  1. Term and Termination

You may stop using our Software at any time.
We may terminate or suspend your access to our Site and Software at any time, without prior
notice or liability, for any reason. In particular, we may immediately terminate or suspend your
account if you are in breach of these Terms. Upon termination, we will refund you any prepaid
fees covering the remainder of the term of all subscriptions after the effective date of
Termination shall not relieve you of any obligations arising or accruing prior to such termination
or limit any liability that you otherwise have to Talkatoo or any third party.

  1. Errors, Inaccuracies and Omissions

Occasionally there may be information on our Site on in the Software that contains
typographical errors, inaccuracies or omissions that may relate to product features, pricing,
instructional material, or marketing content. We reserve the right to correct any errors,
inaccuracies or omissions, and to change or update information if any information on the Site, in
the Software, or on any related website is inaccurate at any time without prior notice (including
after you have registered).
We undertake no obligation to update, amend or clarify information on the Site, in the Software,
or on any related website, except as required by law. No specific update or refresh date applied
to the Site or Software or on any related website should be taken to indicate that all information
on the Site, in the Software, or on any related website has been modified or updated.

  1. Limitation of Liability

To the fullest extent provided by law, in no event will Talkatoo, its affiliates, or their licensors,
service providers, employees, agents, officers, or directors be liable for any damages of any
kind, under any legal theory, arising out of or in connection with your use, or inability to use, the
Site and Software or any content or products therein, including any direct, indirect, special,
incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain
and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated
savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including
negligence), breach of contract, or otherwise, even if foreseeable.
In no event shall Talkatoo’s total liability for all damages under this agreement exceed $1000.

  1. Indemnification

You agree to defend, indemnify, and hold harmless Talkatoo, its affiliates, licensors, and service
providers, and its and their respective officers, directors, employees, contractors, agents,
licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages,
judgements, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees)
arising out of or relating to your violation of these Terms or your use of our Software other than
as expressly authorized in these Terms.

  1. Severability

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to
be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to
the minimum extent such that the remaining provisions of this Agreement will continue in full
force and effect.

  1. Entire Agreement

You acknowledge that these Terms constitute the entire agreement between you and Talkatoo
and govern your use of the Site and Software, superseding any prior agreement between
Talkatoo and yourself.

  1. No Waiver

The failure of Talkatoo’s to exercise or enforce at any time any of the provisions of this
Agreement, or the failure to require at any time performance by you of any of the provisions of
this Agreement, shall in no way be construed to be a present or future waiver of such
provisions, nor in any way affect our ability to enforce each and every provision thereafter.

  1. Governing Law

This agreement and all claims related to it, or the performance by both parties under it, shall be
governed exclusively by the laws of the province of Nova Scotia and the laws of Canada
applicable therein except any principles regarding conflicts of law rules. You hereby irrevocably
attorn and submit to the exclusive jurisdiction of the courts of Halifax, Nova Scotia, and any
competent Courts of Appeal therefrom, and expressly and irrevocably waive any defence of
personal and/or subject matter jurisdiction in those courts or any claim on the grounds of forum
non conveniens.

  1. Update to Terms

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these
Terms of Service by posting updates and changes to our website. It is your responsibility to
check our website periodically for changes. Your continued use of or access to our website or
Software following the posting of any changes to these Terms of Service constitutes acceptance
of those changes.