We do not have any control over whether, or the manner in which, calls using our E911 Service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing iTalk Solution E911 Service communications to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route communications is incorrect or yields an erroneous result. Neither iTalk nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our iTalk Solution Service unless such claims or causes of action arose from our gross negligence or willful misconduct.

1.Limited License

During the Term and subject to the terms and conditions of this Agreement, iTalk hereby grants you a limited, non-exclusive, revocable and non-transferable license, under intellectual property rights owned or licensed by iTalk, to use the Software (in object code form) embedded on the Product.

2.Provision of the Services

During the Term and subject to the terms and conditions of this Agreement, iTalk hereby grants you a non-exclusive, revocable and non-transferable right to access and use the Services solely in connection with your use of the Products installed on your property (including monitoring and controlling such Products) and solely for your personal, non-commercial use.

3.Representations About You.

As a condition to using the iTalk Solution, you represent and warrant that: (a) you have read and understand this Agreement, (b) you are 18 years of age or older, (c) the information that you provide to us about you or your account will be current, true, accurate, supportable and complete, (d) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (e) you are not listed on any U.S. Government list of prohibited or restricted parties.

4.Restrictions

Except as expressly permitted herein, you may not: (a) rent, lease, lend, sell, redistribute, or sublicense the iTalk Solution; (b) modify, disassemble, de-compile, reverse engineer, or otherwise attempt to derive the source code of the iTalk Solution or knowingly permit or encourage any third party to do so (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Software), (c) use the iTalk Solution in any manner to provide service bureau, time-sharing or other computer services to third parties, (d) use the iTalk Solution, or allow the transfer, transmission, export, or re-export of the iTalk Solution or portion thereof in violation of any export control laws or regulations administered by any government agency, or (e) resell, distribute or otherwise transfer the iTalk Solution, and code comprising the same, or any iTalk trademark, logo or likeness. You may not use the iTalk Solution for any use other than its intended use. In addition, you agree (i) that your placement and/or installation of any Product that takes video recordings will be placed and/or installed at such an angle that it does not take any recordings beyond the boundary of your personal property; (ii) to prominently display appropriate signage advising others that video recording are taking place; and (iii) if you use your property as a workplace, to comply with applicable laws governing the monitoring of employees and customers.

5.Beta Services

iTalk may invite you to test “Beta” services at no charge. Beta services will be designated as test, beta, pilot, limited release, developer preview, non-production, evaluation or with a similar description. Beta services are for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. iTalk may terminate a Beta service at any time, for any or no reason. iTalk may discontinue Beta Services at any time in its sole discretion and may never make the Beta Services generally available. If a generally available version is released, there may not be an automatic update path from the Beta version to the generally available version. If not earlier terminated, any Beta services trial period will expire on the date that the Beta service is released on a generally available basis. Beta Services are provided AS IS, and iTalk has no liability for any harm or damage arising out of or in connection with a Beta Service.

6.Trial Period

Notwithstanding any provision in this Agreement, iTalk offers each new customer a “Trial Period” of thirty (30) days from the date of purchase. If you are not satisfied with the iTalk Solution you may, at any time during the Trial Period, return all devices in their original condition for a full refund of the device fee, if applicable, the monthly service fee and sales taxes. All other signup fees and shipping fee are non-refundable. Failure to return the devices during the Trial Period will result in a charge of $179 per camera device and $29 per base station device (“Unreturned Device Fee”), along with any applicable taxes. All refunds agreed to by iTalk shall be refunded to the authorized credit card used to subscribe to the Services or by Company check payable to the person whose name appears on the account.

7.Fees and Payment.

7.1 Fees.

In exchange for our provision of the iTalk Solution at the service level for which you have subscribed, you agree to pay iTalk the subscription fees listed on the pricing plan for your service level or otherwise agreed to by you during the subscription process (“Fees”).  All Fees are due and payable in United States dollars, are non-cancelable and non-refundable. If you cancel your subscription prior to the expiration of the Initial Subscription Term, you agree to immediately pay us an early termination fee equal to $119 USD per camera device (“Early Termination Fee”).

7.2. Invoicing and Payment

You will provide iTalk with valid and updated credit card information. If you provide credit card information to iTalk, you authorize iTalk to charge such credit for all Fees due hereunder. Such charges shall be made as specified at the time you subscribe to the Services. You are responsible for maintaining complete and accurate billing and contact information in your account.

7.3. Suspension or Cancelation of Access to the Platform.

If you fail to pay any Fees or other amounts owed by you when due, whether under this or any other Agreement with iTalk or its affiliates, iTalk may, at its option and without limiting its other rights and remedies, suspend or cancel your access to the iTalk Solution on the date the payment is past due until such amounts are paid in full.

7.4. Taxes and Shipping Fees.

Unless otherwise stated, Fees do not include any shipping charges or any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are solely responsible for paying all Taxes associated with this Agreement. If iTalk has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you.

8.Shipping, Title and Risk of Loss.

The Products will be shipped F.O.B McLean, VA or FOB shipping point (if different from McLean), meaning that title and risk of loss for the Products will transfer from us to you when the Products are placed on the delivery vehicle at our shipping point. We are not responsible for Products during delivery. If you purchase a Product in a retail store, title and risk of loss will pass at the time the purchase is made in the retail store.

9.Ownership

9.1. Retention of Rights.

Other than the express licenses granted by this Agreement, neither party grants a right or license to the other party, expressly, by implication, estoppel, or otherwise, to the Intellectual Property (as defined below) of the other party. As between the parties, iTalk retains all ownership rights, title, and interest in and to its own products and services (including the Software, Services and Products, applicable documentation and all technology used to provide the iTalk Solution) and all rights to its Intellectual Property and in each case, all modifications, improvements, enhancements and derivative works of the same.

9.2. Proprietary Notices

You may not remove or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or notices placed upon or contained in any materials or documentation provided by iTalk, whether in connection with this Agreement or otherwise.

9.3. "Intellectual Property"

means all of the following, and in each case all related intellectual property rights: (i) trademarks and goodwill associated therewith; (ii) know-how, methodologies, interfaces, templates, techniques, utilities, tools, designs, concepts, patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names and other media identification associated with the party.

9.4. Feedback.

The parties agree that any feedback or suggestions regarding the iTalk Solution or iTalk’s other products or services is voluntary. iTalk is entitled to reproduce, license or otherwise distribute any such feedback without any obligations or restrictions of any kind, including any Intellectual Property Rights.

10.Installation and Maintenance

You are solely responsible for the installation of the Product, including without limitation complying with all applicable laws, rules, regulations and standards with respect to the installation, placement and maintenance of the Product. iTalk offers limited installation services in certain geographical locations through a third party contractor. Except for this limited installation service, you acknowledge that we do not provide any installation or repair services for the Products. Each Product comes with a re-chargeable battery. You are solely responsible for maintaining an adequate power supply for the Product, including charging the battery as necessary. IF YOU INSTALL THE PRODUCT, ITALK WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO PROPERLY INSTALL. FURTHER, ITALK WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO CHARGE, MAINTAIN OR REPAIR THE PRODUCT.

11.Content and Privacy

The features and functionality of the iTalk Solution may enable you to create, capture, record, store or share certain content, such as video or audio recordings and images (collectively, “Content”). We do not claim ownership of your Content. By posting, uploading, sharing, transmitting, or otherwise disseminating the Content, you grant to us the limited right use the Content to provide the iTalk Solution to you and to monitor and improve our products and services, including the iTalk Solution. You expressly agree that by sharing Content via the iTalk Solution (e.g. providing another user with access to your motion-triggered video Content), we have the right to provide that Content to third-parties designated by you, such as individuals with whom you invite to join your iTalk Solution account via email. You acknowledge that by inviting such individuals, they will have the ability to access the camera view and other functions of the iTalk Solution. You represent and warrant that: (a) you own your Content or otherwise have the right to grant the license set forth in this section, and (b) transmitting your Content on or through the iTalk Solution does not and will not violate applicable law or the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity. YOU ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR ANY TRANSMISSION OF CONTENT BY YOU (INCLUDING WITHOUT LIMITATION PERSONALLY IDENTIFIABLE INFORMATION) IN VIOLATION OF APPLICABLE LAW, THIRD-PARTY TERMS, PRIVACY SETTINGS OR PRIVACY POLICIES. You acknowledge that iTalk does not have any control over the Content that passes through iTalk’s systems and networks through the iTalk Solution. iTalk is not responsible for monitoring your Content, and collects such Content automatically under your direction when providing the iTalk Solution to you. We may, but do not have any obligation to, remove any of the Content from the iTalk Solution in our sole discretion, including if we determine that it may violate another person’s privacy rights, publicity rights, intellectual property rights, this Agreement, any applicable third-party terms, or applicable law. You acknowledge that iTalk will have access to the Content as it is being transmitted via the iTalk Solution (and for a short period thereafter and may need to reformat or otherwise modify technical elements of the Content to make it more appropriately visualized) and will have access to the Content if it is being stored in your iTalk cloud storage account. You hereby represent that you have obtained, and during the Term covenant that you will obtain, all necessary rights and consents to allow iTalk to collect, process, use, store, disclose and transfer Content. iTalk’s provision of the iTalk Solution to you is specifically conditioned upon you obtaining such consents and approvals. For more information regarding iTalk’s collection, use and sharing of information, please see our Privacy Policy, which is hereby incorporated into and governed by this Agreement.

12.Back-up.

Motion-triggered video Content will be stored in the cloud for thirty (30) days. During that thirty (30) day period, you can view and download such Content any time. However, you understand that it is your sole responsibility to back-up your Content. You acknowledge and agree that after such thirty (30) day period and after termination of this Agreement, you may not have access to the Content via the iTalk Solution.

13.Data Ownership and the Digital Millennium Copyright Act (“DMCA”)

We may collect usage data, meta data, performance data and other data related to how you use and interact with the iTalk Solution, including information verifying whether Content was successfully transmitted via the iTalk Solution (“Usage Data”), provided that such Usage Data will be aggregated, anonymized and will not identify you as the source of such Usage Data. To the extent we collect or generate Usage Data, it will be owned by us and we may use it for any lawful purpose.

We take claims of copyright infringement seriously. iTalk Global Communications, Inc. is registered with the United States Copyright Office as a Service Provider (refer to the Digital Millennium Copyright Act, 17 USC 512, or “DMCA”). If you believe any materials accessible on or from the iTalk Solution infringe your copyright, you may request removal of those materials (or access to them) from the iTalk Solution by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

We take claims of copyright infringement seriously. iTalk Global Communications, Inc. is registered with the United States Copyright Office as a Service Provider (refer to the Digital Millennium Copyright Act, 17 USC 512, or “DMCA”). If you believe any materials accessible on or from the iTalk Solution infringe your copyright, you may request removal of those materials (or access to them) from the iTalk Solution by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the iTalk Solution, a representative list of such works.

Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

Adequate information by which we can contact you (including your name, postal address, telephone number, and e-mail address).

Your physical or electronic signature.

A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the written notice is accurate.

A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

DMCA Agent
iTalk Global Communications, Inc.
Attn: Legal Department
1120 South Capital of Texas Highway, Bldg. 3, Suite 110
Austin, Texas, 78746
E-mail: iTalklegal@iTalkglobal.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the iTalk Solution is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

14.Maintenance and Availability

iTalk provides 24x7 support in connection with the iTalk Solution in both English and Mandarin by calling 1-877-482-5503. The parties acknowledge that the iTalk Solution relies upon computer network-based services that may be subject to outages and delays. iTalk shall use its commercially reasonable efforts to diligently and promptly remedy any and all material interruptions within the iTalk Solution. We make no representation that the iTalk Solution will be available or permitted in any particular location. Use of the iTalk Solution is void where prohibited. iTalk may also impose limits on the use or access to the iTalk Solution as required by law.

15.Term and Termination.

15.1.Term.

Unless earlier terminated, this Agreement will begin on the Effective Date and will continue for as long as you have an active subscription to the iTalk Solution (the “Term”).

15.2.Duration and Non-Renewal or Cancellation of Subscription.

iTalk currently offers the service plan option for a contract subscription period (the “Initial Subscription Term”). Please refer to the Initial Subscription Term on the webpage of the AIjia Home Security System and in the confirmation email you received for your order. After the expiration of the Initial Subscription Term, the subscription will automatically renew for successive month-to-month periods (“Renewal Subscription Term ”). The Initial Subscription Term and any Renewal Subscription Terms are collectively referred to herein as the “Subscription Term. ” If you elect to cancel, or not to renew, a subscription, you must contact iTalk. iTalk reserves the right to suspend or terminate your access to the iTalk Solution and terminate this Agreement at any time upon notice to you, including without limitation if you are in violation of this Agreement. On any subscription, you are given a Trial Period of 30 days from the day that the Home Security App is first paired with the camera, or the 6th day after shipment or store pickup (“Activation Date”) to cancel service for a refund of the device fee, if applicable, monthly service fee and sales taxes. All other signup fees and shipping fee are non-refundable. To receive a refund of the device fee, if applicable, monthly service fee and sales taxes, you must notify iTalk Support within 30 days of the Activation date, and return the devices in their original condition. If you fail to return the devices, a Unreturned Device Fee of $179 per camera device and $29 per base station, along with any applicable taxes, will be charged. Please contact iTalk Support 877-482-5503 for instructions on product return. If you continue to use the iTalk Solution beyond the Trial Period, you are no longer eligible to receive a refund, and you will be responsible to fulfill the remainder of the subscription terms. For California Online Subscribers Only: You received an email Confirmation after your subscription to retain in your records. That email describes online cancellation processes.

15.3.Effect of Termination. 

In no event shall termination of this Agreement or any subscription relieve you of the obligation to pay any Fees payable to iTalk for the period prior to the effective date of termination.  If you cancel your subscription prior to the expiration of the Initial Subscription Term, you agree to pay an Early Termination Fee of $119 USD per camera device, along with any applicable taxes. The introductory paragraphs and Sections 9-13, 15.3, 16, 17, 18 and 20-24 shall survive any termination or expiration. All other rights and obligations shall be of no further force or effect. If you cancel any iTalk Solution plan or elect not to renew your plan, your Mobile Application will be disabled within 30 days. After it is disabled, you will not be able to use any feature in the Mobile Application.

If you cancel any iTalk Solution plan or elect not to renew your plan, your Mobile Application will be disabled within 30 days. After it is disabled, you will not be able to use any feature in the Mobile Application.

15.4.Activation of the Bundled Products.

If Customer purchases the iTalk Solution and one or more other iTalk products/services (or products/services sold by iTalk) WITHIN A 24 HOUR PERIOD, the purchase is considered a “Bundled Purchase”. For all Bundled Purchases, the “Activation Date” for all products in the Bundle shall be the Activation Date for the first product/service in the Bundle to activate.

For all products/services in a Bundled Purchase, the Trial Period, if applicable, will commence on the Activation Date for the Bundled Purchase as described in the immediately preceding paragraph.

15.5. Master and Sub Accounts.

When a Customer purchases any iTalk product/service (or product/service sold by iTalk), a Master Account will be established for that Customer. If the Customer purchases additional iTalk products/services a Sub Account will be established for each separate products/services.

16.Warranties; Disclaimers.

16.1.Limited Warranty

The Security Cameras shall be referred to herein as the “Products”. If the Products fail to conform to the respective Limited Warranties during the respective Warranty Periods, iTalk will repair or replace the Product(s), at its sole expense with a new Product or parts of equal or better quality, as its sole obligation and your sole remedy for such failure. Please contact iTalk Support 877-482-5503 to return the defective product(s) with a valid RMA. These Limited Warranties do not cover the following (collectively “Ineligible Products”): (i) products marked as “Beta,” “sample” or “Not for Sale”, or sold “AS IS”; (ii) products that have been subject to: (a) modifications, alterations, tampering, or improper maintenance or repairs; (b) handling, storage, installation, testing, or use not in accordance with any User’s Guide, Placement Guidelines, or other instructions provided by iTalk; (c) abuse or misuse of the product; (d) breakdowns, fluctuations, or interruptions in electric power or the telecommunications network; or (e) Acts of God, including but not limited to lightning, flood, tornado, earthquake, or hurricane; or (iii) all Solar Panels, accessories and components such as cover case, mount, charging cables or any non-iTalk branded hardware products, even if packaged or sold with iTalk hardware. These Limited Warranties do not cover consumable parts, including batteries, unless damage is due to defects in materials or workmanship of the product, or Software (even if packaged or sold with the product). iTalk recommends that you use only authorized service providers for maintenance or repair. Unauthorized use of the Products or Software can impair the Product’s performance and may invalidate these Limited Warranties.

16.1.a. Camera Limited Warranty

iTalk represents and warrants that, for a period of one year from the date of delivery (the “Cameras Warranty Period”) the Security Cameras will be free from material defects in materials and workmanship (the “Camera Limited Warranty”).

16.1. b. Solar Panel Limited Warranty

iTalk represents and warrants that, for a period of thirty (30) days from the date of delivery (the “Solar Panels Warranty Period”) the Solar Panels will be free from material defects in materials and workmanship (the “Solar Panel Limited Warranty”). Except as provided in Section 6, this Solar Panel Limited Warranty is an exchange only warranty, no refunds or credits to account will be given.

16.1. c. Base Station Limited Warranty

iTalk represents and warrants that, for a period of thirty (30) days from the date of delivery (the “Base Station Warranty Period”) the Base Stations will be free from material defects in materials and workmanship (the “Base Station Limited Warranty”). Except as provided in Section 6, this Base Station Limited Warranty is an exchange only warranty, no refunds or credits to account will be given.

16.2.WARRANTY DISCLAIMERS.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ITALK SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ITALK SOLUTION, THAT THE FUNCTIONS CONTAINED IN OR PERFORMED OR PROVIDED BY THE ITALK SOLUTION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ITALK SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ITALK SOLUTION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.

17.Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL ITALK BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ITALK SOLUTION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ITALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ITALK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY CAUSED BY ITALK) EXCEED THE GREATER OF (I) THE TOTAL AMOUNT THAT YOU PAID FOR THE ITALK SOLUTION IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (II) $1,000.00. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

18.Compliance with Law.

Each party shall comply with all applicable international, national, state, regional and local laws and regulations in performing its obligations and exercising its rights under this Agreement. You acknowledge that applicable laws in your jurisdiction may impose certain responsibilities on you and your use of the iTalk Solution, including without limitation laws, rules and regulations regarding: (i) the privacy of individuals, (ii) home security solutions, (iii) recording or sharing of Content. Depending on the jurisdiction, these laws may require that notice be given to or that consent be obtained from individuals prior to recording or sharing Content. You further acknowledge that it is solely your responsibility, and not the responsibility of iTalk, to ensure that you are in compliance with any such laws when you use the iTalk Solution. You may not use or otherwise export or re-export any part of the iTalk Solution except as authorized by United States law and the laws of the jurisdiction in which the iTalk Solution was accessed. You agree not to export or re-export the iTalk Solution in violation of any applicable export control restrictions, laws or regulations.

19.Additional Terms for Mobile Applications

19.1.Mobile Applications

As part of the iTalk Solution, iTalk may make available Software to access the Services via a mobile device (each, a “Mobile Application”). To use any Mobile Application you must have a compatible mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. iTalk hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one account on one mobile device owned or leased solely by you, for your own personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that iTalk may from time to time issue upgraded versions of the Mobile Applications, and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license, if any, authorizing use of such code. The foregoing license grant is not a sale of a Mobile Application or any copy thereof, and iTalk or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). If Mobile Applications are being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. The Mobile Applications originate in the United States, and is subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Service.

19.2.Mobile Applications from Apple App Store.

The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and iTalk, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to iTalk as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to iTalk as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, iTalk, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and iTalk acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon you acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

19.3.Mobile Applications from Google Play Store.

The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that this Agreement are between you and iTalk only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) iTalk, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to iTalk’s Google-Sourced Software.

19.4.Account Deletion in Mobile Applications.

Users of the Mobile Application have ability to delete their accounts in the Mobile Application at any time. If you have any (i) overdue Fees; (ii) pending payment; or (iii) remaining balance, you must PAY THE BALANCE FISRT BEFORE DELETING YOUR ACCOUNT IN THE MOBILE APPLICATION.

You may continue to use the Mobile Application after deleting your account, but will lose the following features and functionalities after deletion:

a. You cannot log in, visit, use or reactivate your account;

b. The information, data, records, including historical record, device information and family group, under your account will be deleted by iTalk and cannot be recovered.

c. Your contact information, including name, user name, email, phone number and all other contact information, will be deleted by iTalk. Third party accounts, if any, that were associated with user’s account will be disconnected;

d. The Products and Services under your account will not be available to use. If there are any family members in the family group under your account, they cannot use the Products and Services after you delete your account.

e. Your payments will not be refunded. You may subject to cancellation fee if you are still on your Initial Subscription Term.

f. All information about user that was collected by iTalk prior to deletion of the account will be deleted, except as otherwise required by laws and regulations or national administrative, judicial, or law enforcement agencies.

20.Arbitration.

Any dispute, controversy or claim arising out of this Agreement will be settled by binding arbitration pursuant to the Commercial Rules (or Consumer Rules, to the extent applicable) of the American Arbitration Association (“Rules”) then in effect. Notwithstanding those Rules, the following provisions will apply to such arbitration: (a) the arbitration will be conducted by a single arbitrator, (b) the fees of the arbitrator(s) shall be equally borne (50/50) by the parties, and (c) the proceedings shall be in the English language and shall take place in Austin, Texas or another location reasonably convenient to both parties. If, within thirty (30) days after one party makes a demand upon the other to proceed to arbitration, the disputing parties remain unable to agree upon selection of an arbitrator to resolve their dispute, then either party may request the American Arbitration Association to appoint an arbitrator to hear their dispute and the selection of an arbitrator by the American Arbitration Association shall be conclusive and binding upon the parties. The arbitrator shall reach a binding decision regarding the issues presented as it deems fair, reasonable and appropriate, and such decision shall have the full force and effect of a binding judgment, which may be entered in any court having proper jurisdiction. Each party may seek injunctive relief in any court of competent jurisdiction. You and iTalk agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only.

21.Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, USA, without regard to any principles of conflict of laws.

22. Assignment.

iTalk may freely transfer or assign this Agreement and any of its rights or obligations hereunder. You shall not assign this Agreement, directly or indirectly without the prior written consent of iTalk. Any such attempted assignment shall be void.

23.Changes.

iTalk reserves the right to modify this Agreement, iTalk Solution services or plan at any time ("Changes"). The Changes will be published on iTalk's website thirty days before the effective date of the Changes, Once published, you will be considered notified and the Changes will be binding on you on the effective date of such Changes. You are deemed to have accepted the Changes unless you cancel the iTalk Solution prior to the effective date of the Changes. If you elect to cancel the iTalk Solution, you will be liable for any outstanding balances and an Early Termination Fee if applicable.

24.Force Majeure

iTalk shall not be liable for any failure or delay in the performance of its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, accidents, strikes, riots, war, government actions, equipment or power failures or any other unforeseen events.

25.General.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, whether in writing or oral, with respect to the subject matter of this Agreement.

Updated: October 7, 2023

© iTalk Global Communications, Inc., September 2023 – All Rights Reserved

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