Terms of Service

1. What do these Terms cover?

Thank you for visiting our website: www.talkido.co (Website), operated by us Cogni5 Inc, a company incorporated and registered in Delaware, with registered office at 8 The Green STE D, Dover, Delaware, County of Kent, 19901 , USA.

These Terms are a legal agreement between you (either an individual or an entity) and Talkido regarding the use of our Website, services and products (Services) which may include user or other documentation that is available online, including on the Talkido App.

Talkido owns and operates the Website, and by visiting, accessing and using the Website, you consent to these Terms. Please read these Terms carefully before using the Website. By using the Website and/or Services, you are agreeing to these Terms. If you do not agree to these Terms, do not access the Website or otherwise use the Services.

We last updated these Terms on 23 May 2023.

2. How can I contact you?

Please see our Contact Us page for our contact details.

3. How will you contact me?

If we have to contact you we will do so using the email address or the phone number registered against your account.

4. Are there any other Terms I need to be aware of?

These Terms refer to other terms which may apply to you:

Our Privacy Policy, which is incorporated by reference into these Terms and sets out how we may use your personal information.

* Our Terms and Conditions of Purchase which apply to your purchase of goods or services from our Website.

Any other terms relating to our referral schemes and incentives. These offers may be withdrawn at any time but the relevant terms will be set out on our Website.

5. What happens if there are changes to your Terms or the Website?

We'll do our best to keep you up to date when we're making changes to these Terms or our Website. We can make changes at any time. We don't need to give you any notice beforehand, but we'll try to be reasonable and let you know when we can.

If you carry on using our Website after we make changes to the Terms, it means you've agreed to them. The new version of the Terms will replace the old version.

6. Will the website always be available?

We do not guarantee that our Website or any content on it will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

7. Can you or I transfer these Terms to someone else?

In the future, we might transfer the rights and obligations we have under these Terms to another company, provided it doesn't materially affect your rights.

You can't transfer your rights or obligations under these Terms to anybody else. This is because these Terms are personal to you — and nobody else is entitled to benefit from them.

8. Acceptable Use: What are my responsibilities?

If we believe you have not followed these Terms then we have the right to disable and/or terminate your account.

Be careful to keep your Talkido App login information safe and confidential. If you think someone else might have access to your login information you must let us know as soon as you can by Contacting Us.

When you create an account, you confirm that:

all information and details provided by you to us are true, accurate and up to date in all respects. You can update or correct your personal details at any time by amending your account details within your registered account; and

you will comply with the restrictions on your use of the Website as set out in these Terms.

You agree that in using the Website you will not:

attempt to gain unauthorized access to Talkido's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Website;

copy, reproduce, republish, download, post, broadcast, record, transmit, commercially exploit, edit, reverse engineer, communicate to the public or distribute in any way the web pages or materials on the website or the computer codes of elements comprising the website other than for your own personal use. Subject to the above, you may download insubstantial excerpts of this content for the purpose of viewing it, provided that no more than one copy of any information is made;

misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other harmful material;

attempt to gain unauthorized access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website;

use the Website for any unlawful purpose or in any way that interrupts, damages, impairs or renders the Website less efficient or violates applicable laws or regulations;

* access or attempt to access the accounts of other users or to penetrate or attempt to penetrate the Website security measures;

* interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

make commercial use of the Website or its contents in order to gain a competitive advantage, for marketing purposes (including, third-party solicitations);

collect and use any product listings, descriptions, photographs or prices displayed on the Website in connection with competing with Talkido or for other commercial purposes; or

* create, reproduce and/or distribute any materials derived from the content provided on this Website.

Any use other than that permitted may only be undertaken with our prior express permission.

9. Acceptable Use: What are Talkido's rights?

We reserve the right to suspend, restrict or terminate access to the Website or any part of it at any time without notice. We endeavour to ensure that the Website is always available but do not guarantee that it will be available uninterrupted or error free.

We are the owner or the licensee of all Website design, text, graphics and software. Your use of the Website and its contents grants no rights to you in relation to our intellectual property rights or the intellectual property of third parties.

10. What are the rules around any content I might upload to the Website?

You hereby provide an irrevocable, non-exclusive, worldwide license to Talkido of any intellectual property rights, whether copyrights, trademarks, trade dress, patents, trade secrets, rights of publicity or right of privacy, which you may have in any content or other materials (Licensed Materials) which you may provide to the Website or Talkido Database systems (System) so as to, among other things, allow Talkido to:

operate and maintain the System for its intended uses as specified in these Terms;

maintain and reproduce such Licensed Materials within the System as permitted by applicable law;

* provide access to such Licensed Materials to approved users; and

incorporate such anonymized Licensed Materials into derivative works as permitted by law, including, but not limited to, publications concerning statistical research, statistical compilations and reports on or about the System.

United States Digital Millennium Copyright Act (“DMCA”)

You acknowledge and agree that, pursuant to the DCMA, Talkido may respond in accordance with the requirements of the DMCA to “take-down” notices from third parties which allege that the inclusion in the System of information that you provide violates their copyrights.

In so doing, Talkido may elect to remove (or require you to remove) such allegedly infringing information from the System unless you object to the allegation of infringement, in which case Talkido in its sole discretion may elect to maintain or restore the allegedly infringing information to the System pending the outcome of litigation which you may institute against the alleged copyright owner pursuant to the DMCA.

You will cooperate fully with Talkido to assure compliance with the DMCA upon receipt by Talkido of any “take-down” notice issued by any third party, and in so doing, to promptly inform Talkido whether you object to any such “take-down” notice and, if so, whether you will institute litigation to challenge the allegations of copyright infringement.

Notice and Procedure for Making Claims of Copyright Infringement

Talkido respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the information specified below:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work or works that you claim have been infringed upon;

A description of where the material that you claim is infringing is located on the Website;

Your address, telephone number, and e-mail address

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Talkido's Copyright Agent for notice of claims of copyright infringement on the Talkido Website can be reached as follows:

Talkido Limited

ATTN: DMCA Copyright Agent

Email: info@tolkido.com

Please note that this procedure is exclusively for notifying Talkido that your copyrighted material has been infringed.

11. What happens if there is incorrect information on our Website?

We will do our best to keep our Website up to date and to check everything is correct, however we cannot guarantee that the content on our Website is accurate, complete or up to date. The content on our Website is for general information only.

If you do spot any mistakes you can let us know by Contacting Us.

12. Security: What happens if there is a bug or virus on our website?

We cannot guarantee that our Website will be secure or free from bugs or viruses. You are responsible for ensuring you have virus protection software.

Talkido will endeavor to protect your information using reasonable security measures through its third-party website hosting and operations providers. While the security measures are expected to reasonably protect your information and your use of the Website and/or Services, Talkido and its third-party website operations and hosting providers does not warrant that your data will be completely secure.

There are risks inherent in placing information on and accessing information from the Internet. If you have any concerns regarding the security of your information or the use of the Internet to access your information through the Services you should consider not creating a Talkido account.

13. Are you responsible for any linked websites?

Where our Website contains links to other sites and resources provided by third parties, these links (Linked Sites) are provided for your information only. The Linked Sites are not hosted by or on Talkido's servers or under Talkido's control, maintained by Talkido or affiliated with any services provided by Talkido.

Talkido is not responsible for the content, security, availability, accuracy or practices of the Linked Sites and expressly disclaims any responsibility for malware, worms, time bombs, bots, or any other harmful or deleterious programs or materials in said links or Linked Sites. You assume all risk and responsibility when you click on a link on the Website and you irrevocably waive any claim against Talkido for use of the Linked Sites.

We have no control over the contents of those sites or resources so you should check you are comfortable before clicking on the link.

14. Am I allowed to link to your Website?

You may link to the homepage on our Website provided you do so in a way that is fair and legal, and does not damage our reputation or take advantage of it – for example, you must not suggest we support your website if that is not the case.

Whilst you may link to our home page you must not link to any other part of our Website or frame our Website on any other site.

Please Contacting Us if you would like to link to or make any use of content on our Website other than that set out above.

15. How do I notify you about content uploaded by other users?

Our Website may include information and content uploaded by other users. This information and content have not been verified or approved by us. The views expressed by other users on our Website may not represent our views or values.

If you have any concerns about content uploaded by other users please see the “DMCA Compliance” section above or you can let us know by Contacting Us.

16. What happens if something goes wrong? Limitations of Liability

To be clear, we don't limit our responsibilities to you where it wouldn't be lawful. However, we do limit out liabilities as follows:

DISCLAIMERS; NO WARRANTIES EXCEPT AS STATED HEREIN

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES AND OUR WEBSITE CONTENT ARE PROVIDED “AS IS' WITHOUT ANY WARRANTIES EXCEPT AS NOTED ON THE WEBSITE AND AVAILABLE HERE. YOU ASSUME ALL RISKS AND RESPONSIBILITIES ASSOCIATED WITH THE SELECTION AND USE OF THE SERVICES AND CONTENT AS AN AID IN ACHIEVING YOUR PERSONAL GOALS AND OBJECTIVES, AND FOR THE INSTALLATION OF, USE OF AND RESULTS OBTAINED FROM THE SERVICES OR CONTENT. TALKIDO MAKES NO WARRANTY THAT THE SERVICES WILL BE ERROR-FREE OR FREE FROM INTERRUPTION OR FAILURE TO THE EXTENT PERMITTED BY APPLICABLE LAW, TALKIDO DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS EXPRESSLY STATED ON THE WEBSITE AND AVAILABLE HERE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES AND THE ACCOMPANYING WRITTEN MATERIALS.

YOU AGREE THAT TALKIDO TAKES NO RESPONSIBILITY FOR AND DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY INACCURACIES OR DEFECTS IN THE INFORMATION, DEFECTS IN COMMUNICATION LINES, DEFECTS OR DEFICIENCIES IN INTERNET ACCESS OR BY YOUR INTERNET SERVICE PROVIDER ("ISP"), COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE THAT YOU USE TO ACCESS THE SERVICES.

Unauthorized Access; Lost or Corrupt Data

TALKIDO IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES, OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SERVICES OR SYSTEM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SERVICES OR SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE.

Limitation of Liability.

YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE WEBSITE, SERVICES AND THE INFORMATION CONTAINED THEREIN. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TALKIDO BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, DAMAGE TO EQUIPMENT, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, UNLESS THE INABILITY TO USE THE WEBSITE OR CONTENT RESULTS FROM THE INTENTIONAL CONDUCT OR GROSS NEGLIGENCE OF TALKIDO, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TALKIDO ASSUMES NO LIABILITY FOR FAILURE TO PROVIDE SUPPORT SERVICES AND TO CORRECT ERRORS, DEFECTS OR INEFFICIENCIES EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY ON THE WEBSITE. YOU UNDERSTAND THAT UNDER NO CIRCUMSTANCES SHALL TALKIDO BE LIABLE FOR ANY INDIRECT, SPECIAL, ACCESSORY, EXEMPLARY OR PUNITIVE DAMAGES SUFFERED BY YOU, ANY PARTY CLAIMING ON BEHALF OF OR THROUGH YOU, OR ANY OTHER THIRD PARTY INCLUDING FROM OR ARISING OUT OF OR RELATED TO THESE TERMS OR THE PERFORMANCE OR BREACH THEREOF. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF TALKIDO UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100) USD.

17. Do you monitor my use of the Website?

To keep things running smoothly, we keep an eye on how people are using our Website and take action when we need to. You agree that we can monitor your use of our Website to make sure you're not breaking our Terms. We'll always do this in line with our privacy policy.

18. Governing Law, Venue and Miscellaneous

These Terms are governed by the laws of the State of New York without regard to principles of conflicts of laws. Any disputes or claims arising from these Terms or the use of the Website or Services shall be heard exclusively by the federal court in the Southern District of New York.

Class Action Waiver: Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Talkido will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected arbitration or proceedings.

Export Regulations. You represent that you are not named on any U.S. government denied-party list. You will not use the Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Syria, Sudan, or the Crimea region of Ukraine) or in violation of any U.S. export law or regulation.

Severability and Complete Understanding. If any provision of these Terms are found to be contrary to law or otherwise invalid or unenforceable by a court of competent jurisdiction, then such provision shall be limited to the minimum extent necessary to effect the order of the court and construed in a way to most closely reflect the intentions of the parties. All other provisions shall remain in full force and effect. Talkido's failure to insist on or enforce strict performance of these Terms shall not constitute a waiver of any provision or any right, nor shall any course of conduct between Talkido and you or any other party be deemed to modify any provision of these Terms. Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding to the parties and supersedes and cancels all previous written, oral, or other agreements, communications, and understandings relating to the subject matter of these Terms. Both parties further agree that any waivers and modifications must be in writing and signed by both parties.