Accounts To use the Service, you must sign up and create an account with your email address.You must have the authority to bind yourself to these Terms. If you are registering for an account on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity, its affiliates, and all users who access our Services through such account to these Terms, in which case the terms "you", "your" and “user” shall refer to such entity, its affiliates, and users associated with it. By using Deep Talk, you give us permission to use your company’s name and/or logo on our website and other marketing materials identifying you as one of our users. No endorsement or affiliation is implied and your trademarks and copyrights remain your property.
Free and Paid Accounts Deep Talk has a free tier with a limit on the number of rows of data and type of projects connected. Features offered on the free tier may change over time.We offer paid accounts on a month-to-month or yearly rate basis. These plans will be listed on Deep Talk’s Pricing page and are subject to change at any time.Any fees that the Company may charge you for the use of the Website, Application or Services are due immediately and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to the Website, Application or Services either planned, accidental or intentional, or any reason whatsoever.
End user license Except for User Content, the Website, Services, and the information and materials contained therein, are the property of Deep Talk and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, Deep Talk grants you a non-transferable, non-exclusive, license to (a) use the Website and the Services (the “License”). Nothing in the Terms gives you a right to use the Deep Talk names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website and/or the Services.
Intellectual property The Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, Application, Services, Deep Talk Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website and Application (collectively “Feedback”). You are not required to provide any Feedback to the Company. To the extent you do provide any Feedback to the Company, you agree to assign and hereby do assign to the Company all right, title and interest in and to such Feedback, and you do hereby waive and renounce any moral rights you may have in the Feedback in favour of Company, and agree that the Company may freely utilize such Feedback without compensation to you. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website, Application or Services, or any intellectual property rights owned by the Company. The Company name, the Company logo, and the product names associated with the Website and Application are trademarks of the Company or third parties, and no right or license is granted to use them.
AvailabilityWe use commercially reasonable efforts to make the Services available on a 24x7 basis (twenty-four hours per day, seven days per week), except for: (i) scheduled system maintenance or other on-going procedures as required by Deep Talk, and of which notice will be provided to Client, or (ii) for any unforeseen cause beyond Deep Talk’s reasonable control, including but not limited to, internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Terms of Service.
Termination Deep Talk may, under certain circumstances and without prior notice, immediately terminate your ability to access the Website, Services or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or any other agreement that you may have with Deep Talk (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by you to Deep Talk), (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Website, Services (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by you, directly or indirectly, in fraudulent or illegal activities. Termination of your access to the Website and/or Services may also include removal of some or all of the materials uploaded by you. You acknowledge and agree that all terminations may be made by Deep Talk in its sole discretion and that Deep Talk shall not be liable to you or any third-party for any termination of your access to this Website and/or Services or for the removal of any of the materials uploaded by you to the Website and/or Services.
DISCLAIMER OF REPRESENTATIONS
THE WEBSITE, SERVICES AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS." Deep Talk SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. DEEP TALK DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND Deep Talk SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. DEEP TALK WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
Limitation of liability UNDER NO CIRCUMSTANCES SHALL DEEP TALK BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR THE SERVICE, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR THE SERVICE. THESE LIMITATIONS SHALL APPLY EVEN IF DEEP TALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DEEP TALK’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID DEEP TALK IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Indemnification By entering into this Agreement and using the Website or Services, you agree that you shall defend, indemnify and hold the Company, its licensors, and each of their shareholders, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents (collectively the “Company Group”) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, or (c) your use or misuse of the Website, Application or Service, except in each case solely to the extent any of the foregoing arises directly from the gross negligence or willful misconduct of the Company.