TERMS OF USE
Last updated March 16, 2022
Welcome to Smalltalk!
Please read the following Terms of Use (“Terms”) carefully. These Terms are a legal agreement between you and Smalltalk ("Smalltalk") “we”, “our” or “us”) governing the Smalltalk website and services offered thereon (the “Services”). By accessing or using the Services, you agree to be bound by these Terms and all additional terms incorporated by reference. If you do not agree to any portion of these Terms, do not access or use the Services.
Use.
Subject to these Terms, Smalltalk grants you a non-transferable, non-exclusive, revocable, personal, and limited license to use and access the Services. The rights granted to you in these Terms are subject to the restrictions in these Terms. Smalltalk reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Smalltalk will not be liable to you or to any third-party for any modification, suspension, or discontinuation of the Services or any part thereof.
Services Content.
The Services are provided to you as a convenience and for your information only. Your use of the Services is at your own risk. Smalltalk does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, shareable links, design, audio, video, and any other information provided from or on the Services (collectively, the “Services Content”) is accurate or complete; (ii) the Services Content is up-to-date or current; (iii) Smalltalk has any obligation to update the Services Content; (iv) the Services Content is free from technical inaccuracies or programming or typographical errors; (v) the Services Content is free from changes caused by a third party; (vi) your access to the Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Services is accurate or complete.
You acknowledge and agree that when using the Services, you may be exposed to content from a variety of sources (including other users of the Services), and that Smalltalk is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content from other users that you find inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Smalltalk with respect thereto.
User Feedback.
The Services may now or in the future permit you to upload or post to the Services or otherwise submit to us various forms of content, such as reviews, ratings, feedback, questions, comments, and suggestions (collectively, “User Feedback”). We do not claim ownership in your User Feedback. However, by submitting any User Feedback, you hereby grant (and you represent and warrant that you have the right to grant) to Smalltalk an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Feedback in any manner Smalltalk deems appropriate. You will not have or obtain any rights in or to any form, media, or technology incorporating any of your User Feedback. You agree that you will not submit to Smalltalk any information or ideas that you consider to be confidential or proprietary. You further acknowledge that Smalltalk will be entitled to unrestricted use of your User Feedback for any purpose whatsoever, commercial or otherwise. You are solely responsible for your User Feedback and assume all risks associated with your User Feedback, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of User Feedback that personally identifies you or a third-party. Smalltalk cannot guarantee any confidentiality with respect to any User Feedback. We reserve the right (but have no obligation) to review any User Feedback, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person.
Use Restrictions.
When accessing or using the Services, you must comply with these Terms and all applicable laws, rules, and regulations. In your access or use of the Services, you are prohibited from using the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law; and (xii) to encourage or assist a third-party to do any of the foregoing.
Acceptable Use.
Smalltalk is an audio-only room for participants to discuss, debate, and connect with others. You are solely responsible for your use of the Services and Smalltalk does not control, endorse, or approve, and is not responsible for your use of the Services. Smalltalk is not obligated to prescreen your use of the Services, and we do not regularly monitor, delete, or edit use of the Services. However, we may choose, in our sole discretion, to review, monitor, delete, edit, or terminate your use of the Services. In addition to the restrictions outlined in Section 4 (Use Restrictions), you are prohibited from using the Services to transmit, discuss, or debate material or topics that: (i) are harmful, obscene, pornographic, indecent, violent, abusive, threatening, harassing, degrading, intimidating, racist, bigoted, or hateful; (ii) involve sexual or suggestive content of minors; (iii) is defamatory, false, or libelous; or (iv)involve illegal content or soliciting of facilitating illegal transactions, such as firearms, ammunition, drugs, stolen goods, personal information, falsified documents, fraudulent services, or paid services involving sexual contact or content.
Profiles.
To participate in the Services, you are required to create a profile and provide certain information about yourself. You agree that any information furnished to Smalltalk in connection with your profile is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate, or pretend to be someone else when creating a profile. You are entirely responsible for maintaining the security of profile and are fully responsible for all activities that occur under your profile.If you believe your profile has been compromised, you must notify Smalltalk immediately at the contact information set forth at the end of these Terms. Smalltalk will not and cannot be liable for any loss or damage arising from your failure to comply with the requirements of this section. Smalltalk reserves the right to suspend or terminate your profile and access to the Services for any reason.
Fees, Charges, and Payments.
Fees.
At this time, Smalltalk is available free of charge. However, Smalltalk reserves the right, at any time, to impose fees associated with your use of the Services. If this occurs, Smalltalk will provide you notice thereof, including by email.
Paid rooms.
The fees associated with any particular Smalltalk room are determined by the Smalltalk host and are displayed to you before purchase. You acknowledge and agree that all payments made to Smalltalk hosts in connection with the Services are non-refundable (except for disputes in accordance with Section 7.9) and you agree to pay all amounts due in accordance with the payment terms in effect with you submit your purchase.
Currency.
Transactions are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD.
Payments.
Smalltalk utilizes a third-party payment processor to process payments made through the Services. When you make a payment, we will transfer you to our third-party processor’s network through which all transactions are processed. You agree to provide accurate payment information, so that Smalltalk (and our payment processor) can complete your payment. By providing your payment information, you represent that: (i) Smalltalk and its payment processor are authorized by you to charge such payment method;(ii) the provided payment information is true, complete, and accurate; and (iii) you are authorized to use such payment method.
Chargebacks.
Please note that in any case of a chargeback occurring from your payment method with regard to any purchase made through the Services, Smalltalk shall be entitled to cause you to cease using the Services, and to terminate your profile immediately.
Transfers.
The Services permit you to transfer your Smalltalk earnings from your profile at any time. Earnings from your profile may be transferred out of Smalltalk by: (i) standard transfer to your bank account (ACH); (ii) Venmo; or (iii) PayPal. For ACH, you must have a registered U.S. bank account that is eligible for ACH transfers and otherwise meets the direct deposit requirements of your financial institution and your account. Smalltalk may, at our discretion, impose limits on the amount and/or number of transfers you can make. By providing your transfer method and initiating a transfer, you represent that: (i) Smalltalk is authorized to transfer funds to the provided method; (ii) the information associated with the transfer method is true, complete, and accurate; and (iii) you are authorized to use transfer method. You are responsible for providing accurate and complete transfer method information, such as your bank account and routing number. Smalltalk will not and cannot be liable for any loss or damage arising from errors, inaccuracies, or omissions that occur from your failure to provide accurate or complete transfer method information. For all transfers, Smalltalk will charge a three percent (3%) fee to facilitate your transfer.
Taxes.
You acknowledge and agree that you are responsible for all applicable taxes that arise from or as a result of your use of the Services. For the avoidance of doubt, all sums payable to you by Smalltalk shall be paid free and clear of any deductions or withholdings whatsoever. Any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority.
Smalltalk rights.
Smalltalk reserves the right to restrict payments, transfers, and/or terminate your account for any of the following reasons: (i) reports of unauthorized or unusual bank account or payment method use; (ii) receipt of potentially fraudulent funds; (iii) excessive disputes or chargebacks; (iv) refusal to cooperate in an investigation or provide confirmation of identity when requested; (v) suspected or actual violations of these Terms; (vi) the name on the bank account or payment method does not match the name on your profile; (vii) incorrect bank account or payment method information; or (viii) any other circumstance which causes Smalltalk to believe that a profile may be being used for fraudulent purposes.
Disputes.
In the event of a fee dispute between you and a paid Smalltalk room host, the parties shall consult and negotiate with each other and attempt to reach a solution satisfactory to both parties. If the parties are unable to reach a solution within thirty (30) calendar days, please contact Smalltalk at support@imonsmalltalk.com. After an internal review of the dispute, Smalltalk, in its sole discretion, may decide to issue a refund for any fees paid to a Smalltalk room host.
System Requirements.
Use of the Services requires a compatible device and Internet access and may require obtaining updates or upgrades from time to time. Because your use of the Services involves hardware and Internet access, your ability to access and use the Services may be affected by the performance of these factors. You acknowledge that such hardware and Internet is your responsibility and Smalltalk is not responsible for any charges associated with your use of the Services.
Beta Services.
Smalltalk may, from time to time, offer access to services that are classified as a beta version. Access to and use of beta services may be subject to additional agreements. Smalltalk makes no representations that a beta service will ever be made generally available and reserves the right to discontinue or modify a beta service at any time and without notice. Beta services are provided AS IS, and may contain bugs, errors, or other defects. Your use of any beta service is at your sole risk and Smalltalk, to the maximum extent permitted by law, disclaims all warranties of any kind with respect to any beta service.
Consent to receive text messages.
You authorize Smalltalk to send you text messages to verify your identity and provide you with other critical information about your profile. Message and data rates may apply, and you are responsible for any such charges. These text messages will be sent to the mobile telephone number provided during the time of your profile registration. You agree to promptly update your mobile telephone number upon any change. Smalltalk will not be liable for failed, delayed, or misdirected delivery of any information sent through text message based on your provision of an inaccurate mobile telephone number. To opt-out of text messages, reply STOP to any text message from Smalltalk.
Intellectual Property.
Excluding any User Feedback that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, service marks, logos, and trade secrets in the Services and Services Content are owned by Smalltalk. Neither these Terms, nor your access to or use of the Services, transfers to you or any third-party any rights, title, or interest in or to such intellectual property rights. Smalltalk reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
Copyright.
• If you believe that another user of the Services is unlawfully infringing copyrighted material(s) and wish to have the allegedly infringing material(s) removed, you must provide notice to Smalltalk’s Copyright Agent at tos@imonsmalltalk.com. Please ensure that your notice includes: (i) identification of the copyrighted work(s) claimed to have been infringed; (ii) identification of the supposedly infringing material that is to be removed; (iii) information reasonably sufficient to permit he Venture App to locate the material on the Services; (iv) your address, telephone number, or email address; (v) a statement that you have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law; (vi) a statement that, under penalty of perjury, the information in the notification is accurate and where relevant you are authorized to act on behalf of the copyright owner; and (vii) your physical or electronic signature.
• A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with Smalltalk, please provide its Copyright Agent a notice containing the following: (i) identification of the supposedly infringing material that is to be removed; (ii) a statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your postal address is located, and that you will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (iv) the signature, physical or electronic, of you or a person authorized to act on your behalf.
• Smalltalk will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification and inform the complaining party that it will restore the removed or disabled content within ten (10) business days. If Smalltalk does not receive notice that a lawsuit has been filed within ten (10) business days after it provides notice of the counter-notification, Smalltalk will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with Smalltalk, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.
• NO WARRANTIES. THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND Smalltalk EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. Smalltalk MAKES NO WARRANTY THAT THE SERVICES OR SERVICES CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES OR SERVICES CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
• Indemnification. You agree to indemnify and hold harmless Smalltalk (and its employees, service providers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your violation of these Terms; (ii) your use of the Services or Services Content; (iii) your violation of applicable laws, regulations, or third-party rights; (iv) your User Feedback; (v) your willful misconduct, fraud, or negligence; and (vi) your introduction of malicious software in our environment, network, or systems. Smalltalk reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Smalltalk. Smalltalk will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
LIMITATION OF LIABILITY.
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Smalltalk BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR SERVICES CONTENT, EVEN IF Smalltalk HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND SERVICES CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM.
• TO THE FULLEST EXTENT PERMITTED BY LAW, Smalltalk’S ENTIRE AGGREGATE LIABILITY WITH RESPECT TO YOUR ACCESS TO AND USE OF THE SERVICES OR SERVICES CONTENT FOR ALL CAUSES OF ACTION AND THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES ACTUALLY PAID TO Smalltalk BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
• Termination. The Terms will remain in full force and affect while you access and use the Services. We may suspend or terminate your right to use the Services (including your profile, if any) at any time for any reason in our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your profile, and your right to access and use the Services will terminate immediately. Smalltalk will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your profile.
• Governing Law. All matters arising out of or relating to these Terms, the Services, or Services Content will be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in New York, New York with respect to any action arising in connection with these Terms, the Services, or Services Content.
• Age Restriction. You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms.
• Privacy. Smalltalk collects, uses, and shares personal information collected through the Services in accordance with its Privacy Policy.
• Electronic Communications. By using the Services, you consent to receive electronic communications from Smalltalk unless you follow applicable opt-out procedures. Smalltalk will communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
• Third-Party Content. The Services may include links and content provided by a third-party, such as another Smalltalk user (“Third-Party Content”). Third-Party Content is provided for your convenience and information only. Third-Party Content is not under the control of Smalltalk and Smalltalk is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Smalltalk. Use of any Third-Party Content is at your own risk.
• Force Majeure. Under no circumstances will Smalltalk be liable for any delay or failure in performance of the Services due in whole or in part to any acts of God (i.e. earthquakes, storms, floods), epidemics, natural disasters, unavoidable accidents, internet and communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of Smalltalk.
• Local Laws. Smalltalk makes no representation that the Services and/or Services Content is appropriate or available for use in jurisdictions outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If you choose to access the Services from other jurisdictions, you do so at your own risk and are responsible for compliance with applicable local laws. The Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Services, or any products utilizing such data, in violation of the United States export laws or regulations.
• Miscellaneous. These Terms constitute the entire agreement between you and Smalltalk regarding the Services and Services Content. Our failure to exercise or enforce any right or provision of these Terns shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
• Changes. Smalltalk may revise these Terms or the Services, or stop providing the Services, at any time and without notice to you. Smalltalk encourages you to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access to or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
• Contact. For questions on these Terms, please contact Smalltalk at tos@imonsmalltalk.com.
Welcome to Smalltalk!
Please read the following Terms of Use (“Terms”) carefully. These Terms are a legal agreement between you and Smalltalk ("Smalltalk") “we”, “our” or “us”) governing the Smalltalk website and services offered thereon (the “Services”). By accessing or using the Services, you agree to be bound by these Terms and all additional terms incorporated by reference. If you do not agree to any portion of these Terms, do not access or use the Services.
Use.
Subject to these Terms, Smalltalk grants you a non-transferable, non-exclusive, revocable, personal, and limited license to use and access the Services. The rights granted to you in these Terms are subject to the restrictions in these Terms. Smalltalk reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Smalltalk will not be liable to you or to any third-party for any modification, suspension, or discontinuation of the Services or any part thereof.
Services Content.
The Services are provided to you as a convenience and for your information only. Your use of the Services is at your own risk. Smalltalk does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, shareable links, design, audio, video, and any other information provided from or on the Services (collectively, the “Services Content”) is accurate or complete; (ii) the Services Content is up-to-date or current; (iii) Smalltalk has any obligation to update the Services Content; (iv) the Services Content is free from technical inaccuracies or programming or typographical errors; (v) the Services Content is free from changes caused by a third party; (vi) your access to the Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Services is accurate or complete.
You acknowledge and agree that when using the Services, you may be exposed to content from a variety of sources (including other users of the Services), and that Smalltalk is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content from other users that you find inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Smalltalk with respect thereto.
User Feedback.
The Services may now or in the future permit you to upload or post to the Services or otherwise submit to us various forms of content, such as reviews, ratings, feedback, questions, comments, and suggestions (collectively, “User Feedback”). We do not claim ownership in your User Feedback. However, by submitting any User Feedback, you hereby grant (and you represent and warrant that you have the right to grant) to Smalltalk an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Feedback in any manner Smalltalk deems appropriate. You will not have or obtain any rights in or to any form, media, or technology incorporating any of your User Feedback. You agree that you will not submit to Smalltalk any information or ideas that you consider to be confidential or proprietary. You further acknowledge that Smalltalk will be entitled to unrestricted use of your User Feedback for any purpose whatsoever, commercial or otherwise. You are solely responsible for your User Feedback and assume all risks associated with your User Feedback, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of User Feedback that personally identifies you or a third-party. Smalltalk cannot guarantee any confidentiality with respect to any User Feedback. We reserve the right (but have no obligation) to review any User Feedback, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person.
Use Restrictions.
When accessing or using the Services, you must comply with these Terms and all applicable laws, rules, and regulations. In your access or use of the Services, you are prohibited from using the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law; and (xii) to encourage or assist a third-party to do any of the foregoing.
Acceptable Use.
Smalltalk is an audio-only room for participants to discuss, debate, and connect with others. You are solely responsible for your use of the Services and Smalltalk does not control, endorse, or approve, and is not responsible for your use of the Services. Smalltalk is not obligated to prescreen your use of the Services, and we do not regularly monitor, delete, or edit use of the Services. However, we may choose, in our sole discretion, to review, monitor, delete, edit, or terminate your use of the Services. In addition to the restrictions outlined in Section 4 (Use Restrictions), you are prohibited from using the Services to transmit, discuss, or debate material or topics that: (i) are harmful, obscene, pornographic, indecent, violent, abusive, threatening, harassing, degrading, intimidating, racist, bigoted, or hateful; (ii) involve sexual or suggestive content of minors; (iii) is defamatory, false, or libelous; or (iv)involve illegal content or soliciting of facilitating illegal transactions, such as firearms, ammunition, drugs, stolen goods, personal information, falsified documents, fraudulent services, or paid services involving sexual contact or content.
Profiles.
To participate in the Services, you are required to create a profile and provide certain information about yourself. You agree that any information furnished to Smalltalk in connection with your profile is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate, or pretend to be someone else when creating a profile. You are entirely responsible for maintaining the security of profile and are fully responsible for all activities that occur under your profile.If you believe your profile has been compromised, you must notify Smalltalk immediately at the contact information set forth at the end of these Terms. Smalltalk will not and cannot be liable for any loss or damage arising from your failure to comply with the requirements of this section. Smalltalk reserves the right to suspend or terminate your profile and access to the Services for any reason.
Fees, Charges, and Payments.
Fees.
At this time, Smalltalk is available free of charge. However, Smalltalk reserves the right, at any time, to impose fees associated with your use of the Services. If this occurs, Smalltalk will provide you notice thereof, including by email.
Paid rooms.
The fees associated with any particular Smalltalk room are determined by the Smalltalk host and are displayed to you before purchase. You acknowledge and agree that all payments made to Smalltalk hosts in connection with the Services are non-refundable (except for disputes in accordance with Section 7.9) and you agree to pay all amounts due in accordance with the payment terms in effect with you submit your purchase.
Currency.
Transactions are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD.
Payments.
Smalltalk utilizes a third-party payment processor to process payments made through the Services. When you make a payment, we will transfer you to our third-party processor’s network through which all transactions are processed. You agree to provide accurate payment information, so that Smalltalk (and our payment processor) can complete your payment. By providing your payment information, you represent that: (i) Smalltalk and its payment processor are authorized by you to charge such payment method;(ii) the provided payment information is true, complete, and accurate; and (iii) you are authorized to use such payment method.
Chargebacks.
Please note that in any case of a chargeback occurring from your payment method with regard to any purchase made through the Services, Smalltalk shall be entitled to cause you to cease using the Services, and to terminate your profile immediately.
Transfers.
The Services permit you to transfer your Smalltalk earnings from your profile at any time. Earnings from your profile may be transferred out of Smalltalk by: (i) standard transfer to your bank account (ACH); (ii) Venmo; or (iii) PayPal. For ACH, you must have a registered U.S. bank account that is eligible for ACH transfers and otherwise meets the direct deposit requirements of your financial institution and your account. Smalltalk may, at our discretion, impose limits on the amount and/or number of transfers you can make. By providing your transfer method and initiating a transfer, you represent that: (i) Smalltalk is authorized to transfer funds to the provided method; (ii) the information associated with the transfer method is true, complete, and accurate; and (iii) you are authorized to use transfer method. You are responsible for providing accurate and complete transfer method information, such as your bank account and routing number. Smalltalk will not and cannot be liable for any loss or damage arising from errors, inaccuracies, or omissions that occur from your failure to provide accurate or complete transfer method information. For all transfers, Smalltalk will charge a three percent (3%) fee to facilitate your transfer.
Taxes.
You acknowledge and agree that you are responsible for all applicable taxes that arise from or as a result of your use of the Services. For the avoidance of doubt, all sums payable to you by Smalltalk shall be paid free and clear of any deductions or withholdings whatsoever. Any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority.
Smalltalk rights.
Smalltalk reserves the right to restrict payments, transfers, and/or terminate your account for any of the following reasons: (i) reports of unauthorized or unusual bank account or payment method use; (ii) receipt of potentially fraudulent funds; (iii) excessive disputes or chargebacks; (iv) refusal to cooperate in an investigation or provide confirmation of identity when requested; (v) suspected or actual violations of these Terms; (vi) the name on the bank account or payment method does not match the name on your profile; (vii) incorrect bank account or payment method information; or (viii) any other circumstance which causes Smalltalk to believe that a profile may be being used for fraudulent purposes.
Disputes.
In the event of a fee dispute between you and a paid Smalltalk room host, the parties shall consult and negotiate with each other and attempt to reach a solution satisfactory to both parties. If the parties are unable to reach a solution within thirty (30) calendar days, please contact Smalltalk at support@imonsmalltalk.com. After an internal review of the dispute, Smalltalk, in its sole discretion, may decide to issue a refund for any fees paid to a Smalltalk room host.
System Requirements.
Use of the Services requires a compatible device and Internet access and may require obtaining updates or upgrades from time to time. Because your use of the Services involves hardware and Internet access, your ability to access and use the Services may be affected by the performance of these factors. You acknowledge that such hardware and Internet is your responsibility and Smalltalk is not responsible for any charges associated with your use of the Services.
Beta Services.
Smalltalk may, from time to time, offer access to services that are classified as a beta version. Access to and use of beta services may be subject to additional agreements. Smalltalk makes no representations that a beta service will ever be made generally available and reserves the right to discontinue or modify a beta service at any time and without notice. Beta services are provided AS IS, and may contain bugs, errors, or other defects. Your use of any beta service is at your sole risk and Smalltalk, to the maximum extent permitted by law, disclaims all warranties of any kind with respect to any beta service.
Consent to receive text messages.
You authorize Smalltalk to send you text messages to verify your identity and provide you with other critical information about your profile. Message and data rates may apply, and you are responsible for any such charges. These text messages will be sent to the mobile telephone number provided during the time of your profile registration. You agree to promptly update your mobile telephone number upon any change. Smalltalk will not be liable for failed, delayed, or misdirected delivery of any information sent through text message based on your provision of an inaccurate mobile telephone number. To opt-out of text messages, reply STOP to any text message from Smalltalk.
Intellectual Property.
Excluding any User Feedback that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, service marks, logos, and trade secrets in the Services and Services Content are owned by Smalltalk. Neither these Terms, nor your access to or use of the Services, transfers to you or any third-party any rights, title, or interest in or to such intellectual property rights. Smalltalk reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
Copyright.
• If you believe that another user of the Services is unlawfully infringing copyrighted material(s) and wish to have the allegedly infringing material(s) removed, you must provide notice to Smalltalk’s Copyright Agent at tos@imonsmalltalk.com. Please ensure that your notice includes: (i) identification of the copyrighted work(s) claimed to have been infringed; (ii) identification of the supposedly infringing material that is to be removed; (iii) information reasonably sufficient to permit he Venture App to locate the material on the Services; (iv) your address, telephone number, or email address; (v) a statement that you have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law; (vi) a statement that, under penalty of perjury, the information in the notification is accurate and where relevant you are authorized to act on behalf of the copyright owner; and (vii) your physical or electronic signature.
• A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with Smalltalk, please provide its Copyright Agent a notice containing the following: (i) identification of the supposedly infringing material that is to be removed; (ii) a statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your postal address is located, and that you will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (iv) the signature, physical or electronic, of you or a person authorized to act on your behalf.
• Smalltalk will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification and inform the complaining party that it will restore the removed or disabled content within ten (10) business days. If Smalltalk does not receive notice that a lawsuit has been filed within ten (10) business days after it provides notice of the counter-notification, Smalltalk will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with Smalltalk, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.
• NO WARRANTIES. THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND Smalltalk EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. Smalltalk MAKES NO WARRANTY THAT THE SERVICES OR SERVICES CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES OR SERVICES CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
• Indemnification. You agree to indemnify and hold harmless Smalltalk (and its employees, service providers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your violation of these Terms; (ii) your use of the Services or Services Content; (iii) your violation of applicable laws, regulations, or third-party rights; (iv) your User Feedback; (v) your willful misconduct, fraud, or negligence; and (vi) your introduction of malicious software in our environment, network, or systems. Smalltalk reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Smalltalk. Smalltalk will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
LIMITATION OF LIABILITY.
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Smalltalk BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR SERVICES CONTENT, EVEN IF Smalltalk HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND SERVICES CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM.
• TO THE FULLEST EXTENT PERMITTED BY LAW, Smalltalk’S ENTIRE AGGREGATE LIABILITY WITH RESPECT TO YOUR ACCESS TO AND USE OF THE SERVICES OR SERVICES CONTENT FOR ALL CAUSES OF ACTION AND THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES ACTUALLY PAID TO Smalltalk BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
• Termination. The Terms will remain in full force and affect while you access and use the Services. We may suspend or terminate your right to use the Services (including your profile, if any) at any time for any reason in our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your profile, and your right to access and use the Services will terminate immediately. Smalltalk will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your profile.
• Governing Law. All matters arising out of or relating to these Terms, the Services, or Services Content will be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in New York, New York with respect to any action arising in connection with these Terms, the Services, or Services Content.
• Age Restriction. You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms.
• Privacy. Smalltalk collects, uses, and shares personal information collected through the Services in accordance with its Privacy Policy.
• Electronic Communications. By using the Services, you consent to receive electronic communications from Smalltalk unless you follow applicable opt-out procedures. Smalltalk will communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
• Third-Party Content. The Services may include links and content provided by a third-party, such as another Smalltalk user (“Third-Party Content”). Third-Party Content is provided for your convenience and information only. Third-Party Content is not under the control of Smalltalk and Smalltalk is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Smalltalk. Use of any Third-Party Content is at your own risk.
• Force Majeure. Under no circumstances will Smalltalk be liable for any delay or failure in performance of the Services due in whole or in part to any acts of God (i.e. earthquakes, storms, floods), epidemics, natural disasters, unavoidable accidents, internet and communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of Smalltalk.
• Local Laws. Smalltalk makes no representation that the Services and/or Services Content is appropriate or available for use in jurisdictions outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If you choose to access the Services from other jurisdictions, you do so at your own risk and are responsible for compliance with applicable local laws. The Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Services, or any products utilizing such data, in violation of the United States export laws or regulations.
• Miscellaneous. These Terms constitute the entire agreement between you and Smalltalk regarding the Services and Services Content. Our failure to exercise or enforce any right or provision of these Terns shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
• Changes. Smalltalk may revise these Terms or the Services, or stop providing the Services, at any time and without notice to you. Smalltalk encourages you to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access to or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
• Contact. For questions on these Terms, please contact Smalltalk at tos@imonsmalltalk.com.
