PLEASE BE ADVISED THAT TALKIN2MEMEDIA, INC. HAS REFERRAL RELATIONSHIPS WITH SEVERAL ORGANIZATIONS. IF YOU ARE IDENTIFIED AS A MEMBER OF ANY SUCH ORGANIZATION, YOUR PARTICIPATION IN THE GREENROOM WEBSITE WILL BE SUBJECT TO TERMS WHICH MAY BE DIFFERENT FROM OR IN ADDITION TO THOSE SET FORTH BELOW. SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE SENT TO YOU IN A SEPARATE EMAIL FOR YOUR ACCEPTANCE.
1. Your Acceptance
Both you (the VIP) and we (Talkin2Me Media) shall have the right to publicize and promote your association with the Website, which shall include using your name, voice, likeness and other identifying indicia, as well as our respective trademarks and service marks, in connection with press releases, announcements and postings on appropriate media and websites concerning conversations you have offered or will offer, as more fully set forth at Section 14 below.
2. Public and Private Conversations
- At the time of offering a conversation for sale, you (the VIP) determine whether the conversation offered for sale shall be "Private" or "Public".
- Private Conversations
- If an offered conversation is categorized by you and listed on the Website as "Private", neither you nor the consumer shall have the right to post or otherwise disseminate a recording or transcript of the conversation to any third party. The conversation, as well as any recording or transcript of the conversation, shall be solely for the private use and enjoyment of the consumer, though you and we may nonetheless generally promote that you have sold the conversation on the Greenroom Website, and the consumer may generally post, tweet and otherwise speak about the conversation without posting the recording.
- Public Conversations
3. Offer, Scheduling, Payment and Billing Terms and Conditions
- A. Term: Talkin2Me Media sells its Content by event. You, the VIP, determine the date, time and price of the event, and decide whether the event will be public or private. Talkin2Me Media will post and offer the event as you direct, and will be responsible for organizing the event and collecting payment. All events will be paid in full by the consumer prior to the event taking place.
- B. While Talkin2Me Media strives for accuracy, errors may occur. In the event you identify an error in pricing or scheduling, or your schedule changes, please advise Talkin2Me Media as soon as possible. Talkin2Me Media reserves the right to correct, at any time, pricing errors. In the event of material issues with any conversation or Content, Talkin2Me Media may refund payment as it deems appropriate (such as the rare instance in which a VIP fails to attend a scheduled event and has failed to reschedule the event.) Talkin2Me Media's decisions in this regard shall be final.
- C. Talkin2Me Media shall not be liable for the Content, substance or topics of any conversation or Service, or for the cancellation of any offered conversation or Service. All conversations, Content and Services are subject to change.
- D. PAYMENT AND BILLING:
- i. You, the VIP, may decide to offer certain products or additional services for sale on the Website, such as personalized pictures. You agree to provide Talkin2Me Media with the foregoing information as well as any other mandatory information that is accurate, complete and current, and to comply with the terms and conditions of any agreement that you may enter into governing your sale on the Website.
- ii. Unless there is a written and signed agreement between Talkin2Me Media and the VIP or the VIP's representative which sets forth different payment terms, Talkin2Me Media will retain Twenty Five Percent (25%) of the payments received from any call or event as well as all associated merchandising and other sales, and will disseminate the balance of Seventy Five Percent (75%) as the VIP directs.
- iv. To review the payment terms of your account, you may access your account details after the account has been created.
- E. SCHEDULE CHANGES:
- i. Schedules change and Talkin2Me understands that. Scheduling adjustments are allowed according to the following terms.
- ii. Either the VIP or the consumer can request a reschedule of their conversation from the other party up to 48 hours before the conversation is set to take place. All rescheduling requests will expire 48 hours from the time of the first alternate suggested reschedule date.
- iii. The party asking for the reschedule must provide two alternate times with the request. These alternate times cannot be more than 30 days later than the originally scheduled date.
- iv. The person receiving the request may choose one of the two alternate proposed times or choose to cancel the conversation
- v. If the person receiving the request chooses one of the proposed alternate times, the requestor will be charged a fee of ten percent (10%) of the original purchase price. If the requestor is a VIP, the income the VIP will receive from the sale will be decreased by ten percent (10%). If the requestor is a consumer, the original price for purchase is increased by ten percent (10%).
- vi. If the party receiving the reschedule request chooses to cancel the conversation, the same fees and distributions apply as are set forth in subsection (v) above.
- vii. All users are allowed no more than three (3) reschedule requests per quarter. VIP's who reschedule a fourth (4) time will not be allowed to offer products or services on the Website for one month from the date of determination. Consumers who reschedule a fourth (4) time will be barred from purchasing on the Website for a period of one (1) month from the date of determination.
- F. CANCELLATIONS:
- i. Any party to a conversation can cancel a scheduled conversation no more than one time and no later than 48 hours prior to the scheduled start of the conversation.
- ii. VIPs that cancel a second (2) time will be unable to offer products or services for sale on the Greenroom Website for a period of one (1) month following the date of the second cancellation.
- iii. Consumers who cancel a second time are barred from purchasing on the Greenroom Website for a period of one (1) month following the date of the second cancellation.
- G. NO-SHOW:
- i. A party to a conversation shall be deemed a no call/no show if he or she is more than five (5) minutes late for a scheduled conversation.
- ii. Any person who does not show up to a call will no longer be allowed to sell or purchase on the Greenroom Website.
- iii. This suspension will be indefinite unless the user requests, and Talkin2Me Media agrees in its sole discretion, to reinstate the person.
- General Terms and Conditions
4. Website Access
- B. Each VIP may create a user profile about himself or herself, which is accessible by anyone who has registered for the Website ("VIP User Profiles"). All VIP User Profiles will be subject to review, approval and editing by Talkin2Me Media, and may be revised by the VIP at any time. VIP's may offer items for sale on their VIP User Profiles independent of any offered event or conversation so long as the VIP acknowledges and agrees that Talkin2Me's affiliate identification will be utilized and Talkin2Me shall receive the relevant percentage from the merchant on all sales made through the Greenroom Website.
- C. You will have to create an account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You may never use another's account without permission. You must notify Talkin2Me Media immediately of any breach of security or unauthorized use of your account. Talkin2Me Media will not be liable for your losses caused by any unauthorized use of your account.
- D. You agree not to collect or harvest any personally identifiable information, including account names, from the Greenroom Website, or to use the communication systems provided by the Greenroom Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Greenroom Website.
5. Personally Identifiable Information
6. Intellectual Property Rights
- C. The Greenroom Website, the Service and the Content are provided "AS IS" for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever by you without the prior written consent of Talkin2Me Media, except as expressly set forth herein. Talkin2Me Media reserves all rights not expressly granted in and to the Greenroom Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content, including, without limitation, the conversations, other than as expressly permitted herein, including any use, copying, or distribution of Content or conversations for any commercial purposes. If you download or print the Content or a conversation for your personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Greenroom Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Greenroom Website or the Content therein. Talkin2Me Media does not make any representations or warranties, whether express or implied, regarding or relating to the Greenroom Website or any associated hardware or software, including the Content or operations of either.
- E. License to Talkin2Me Media.
- i. In connection with conversations in which you participate, you hereby grant Talkin2Me Media the worldwide, irrevocable and perpetual license to use, reproduce, distribute, publicly perform, sublicense pursuant to the terms hereof, and publicly display your pre-existing intellectual property including your name, voice, likeness and other identifying indicia, as well as your trademarks and service marks.
- ii. In connection with your VIP User Profile, you grant Talkin2Me Media the worldwide, irrevocable and perpetual license to use, reproduce, distribute, publicly perform and publicly display your pre-existing intellectual property as posted by you only on the Greenroom Website. Any use of content posted by you on your VIP User Profile outside of the Greenroom Website shall require your prior authorization.
- F. Original Works. You represent and warrant that the Materials will be your original work; that you will be the author of the Materials; that the Materials will not infringe any rights of any third party including, without limitation, any contractual rights, copyrights, trademarks or rights of privacy or publicity; that the Materials are previously unpublished; that you have not granted any rights to any third party in conflict with the rights granted to Talkin2Me Media, or if there has been such a grant it has been terminated; and that you have full power to grant the rights granted to us in and to the Materials.
- G. Our Intellectual Property. You shall not acquire any rights to our intellectual property as a result of the use of our intellectual property in connection with the Materials or otherwise, except the limited non-exclusive license expressly set forth herein.
- H. Copyright Registration. We shall have the exclusive right, but not the obligation, to register copyrights in the Materials in the name of Talkin2Me Media in any country we desire, and you shall cooperate with such efforts at our cost and expense.
- I. License to VIP. Talkin2Me Media grants you a worldwide, non-exclusive, royalty-free, non-sublicenseable and non-transferable license to use, reproduce, distribute and display recordings of the conversations to which you are a party only in connection with posting and redistributing of an entire conversation or a link to the entire conversation in which you were a participant on any social media website including, but not limited to, Facebook and Twitter, and on your personal website.
- Greenroom Hosts and No Privilege
- A. Trained Greenroom Hosts will arrange, facilitate and monitor all conversations. The Greenroom Hosts shall have the right to terminate any conversation in his or her sole discretion for any reason, including but not limited to fraud, abuse, inappropriate conduct, and the like. No refund shall be given by Talkin2Me Media in the event any conversation is terminated by a Greenroom Hosts.
- B. While conversations on the Greenroom Website are often one-on-one, you recognize that Talkin2Me Media will at all times have a Greenroom Hosts monitoring the conversation. No Content or conversation is confidential. Therefore, you expressly waive any and all privileges which may exist in and to any the confidentiality of any submissions or any Content including, without limitation, conversations, which you sell or add to the Greenroom Website. This waiver includes, but is not limited to, doctor/patient privilege, spousal privilege, attorney/client privilege, and clergy privilege.
- C. Greenroom Hosts will be instructed to issue a series of warnings if any inappropriate behavior or abuse takes place. There will be a maximum of three (3) warnings; the third warning will result in early termination of the conversation by the Greenroom Host.
- D. The party responsible for the call being terminated early will either not be paid (if a VIP) or will be fully charged (if a consumer).
- E. The other party, the one that did not cause the call to be ended, will either be fully refunded (if a consumer) or fully paid (if a VIP) for the call.
- F. Early termination of a call will also result in termination of the Greenroom account of the offending party.
- G. Reasons for a Greenroom Host to terminate a call prior to the scheduled end of the call include, but are not limited to:
- iii. Cursing at the opposite party. This does not include casual use of profanity in conversation, unless it is with a child or the other party is visibly upset.
- iv. Making fun of the opposite party or someone close to them.
- v. Personal and private questions being asked, particularly ones that visibly makes the opposite party uncomfortable.
- vi. An individual who is clearly impaired by alcohol or drugs and who cannot carry on a conversation.
- vii. Being mean.
- viii. Nudity!
7. No Advice Given
- The Greenroom Website, as well as all conversations, Services and Content are for entertainment purposes only. No advice, medical, legal or otherwise, is to be given or should be relied upon by any participant. Always seek the advice of the appropriate professional.
8. Recording of Conversations
9. VIP Conduct and Submissions
- A. Your access to and use of the Services and the Content is conditioned upon your proper conduct and behavior, as determined by Talkin2Me Media in its sole discretion.
- C. You agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Talkin2Me Media all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Talkin2Me Media or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person.
- E. If you are a copyright owner or an agent thereof and believe that any submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing:
- i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- iv. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Talkin2Me Media's designated Copyright Agent to receive notifications of claimed infringement is: Randy M. Friedberg, Esq., White and Williams LLP, One Penn Plaza, 250 West 34th Street, 41st Floor, New York, NY 10119. Only DMCA notices should go to the Copyright Agent. Any other feedback, comments, requests for technical support, and other communications should be directed to Talkin2Me Media customer service through email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section (F), your DMCA notice may not be valid.
- F. You understand that when using the Greenroom Website, you may be exposed to submissions or Content from a variety of sources, and that Talkin2Me Media is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to submissions or Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Talkin2Me Media with respect thereto.
10. Warranty Disclaimer and Limitation of Liability
- YOU EXPRESSLY ACKNOWLEDGE THAT YOUR USE OF THE GREENROOM WEBSITE AND/OR THE SERVICES AND/OR THE CONTENT IS AT YOUR SOLE RISK. NEITHER TALKIN2ME MEDIA NOR ITS AFFILIATED COMPANIES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS (COLLECTIVELY THE "TALKIN2ME PARTIES") WARRANT THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR THE SERVICES OR THE CONTENT, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, CONTENT OR MERCHANDISE PROVIDED THROUGH THE WEBSITE OR THE SERVICES. THE WEBSITE, SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
- THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGES THAT TALKIN2ME PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
- IN NO EVENT WILL TALKIN2ME MEDIA, THE TALKIN2ME PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEBSITE OR THE CONTENT OR SERVICES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE OR THE SERVICES, OR ANYTHING WHICH OCCURS ON THE WEBSITE OR DURING THE SERVICES. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE WEBSITE AND THE SERVICES.
- IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, TALKIN2ME MEDIA NOR THE TALKIN2ME PARTIES SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES AND THE AGGREGATE, TOTAL LIABILITY OF THE TALKIN2ME PARTIES TO YOU OR ANY END USER FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICES SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED ONE HUNDRED DOLLARS ($100).
- SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. In such jurisdictions, Talkin2Me Media's liability is limited to the greatest extent permitted by law. You should check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
12. Force Majeure
- Notwithstanding anything in this Agreement or otherwise to the contrary, our respective obligations will be suspended to the extent that either of us is hindered or prevented from complying with these Terms in any way because of matters outside of the performing party's reasonable control including, without limitation, labor disturbances; acts of God (including without limitation lightning and unusually severe weather conditions); failure of a telecommunications carrier to provide lines or service; governmental regulations or interference; accidents; fires; explosions; or from any other similar or dissimilar cause beyond the reasonable control of such party (a "Force Majeure Event"). If a party's obligations are suspended pursuant to this Section, such party shall not be liable to the other party or any other person or entity for any claims, causes of action, loss or damage in any way arising out of, or related to, such Force Majeure Event or suspension of such party's obligations hereunder. Upon the cessation of such Force Majeure Event, such party's obligations hereunder shall resume.
13. Relationship Of The Parties
- You acknowledge and agree that Talkin2Me Media may use your name, likeness and/or other identifying indicia in advertising and promotional materials, in any form, style or color, together with any writing or other advertising material, including on television or on the Greenroom Website, marketing materials and print, online and/or broadcast media. You further acknowledge and agree that to the extent you have designated a conversation as "Public" both Talkin2Me Media and the purchasing consumer may use your name, likeness and/or other identifying indicia to disseminate and/or post the conversation without your further approval.
- Except as previously set forth, Talkin2Me Media shall not have any liability whatsoever to you resulting from a failure to perform any of its obligations. In no event shall Talkin2Me Media be liable to you for lost profits or consequential, incidental or punitive damages. Talkin2Me Media makes no warranties expressed or implied as to the Services or Content and disclaims any implied warranties of merchantability or fitness for a particular purpose.
Copyright © 2012 Talkin2Me Media. All rights reserved. The Site is the property of Talkin2Me Media and is protected by United States and international copyright, trademark, and other applicable laws. This includes the content, appearance, and design of the Website, as well as the trademarks, product names, graphics, logos, service names, slogans, colors, and designs.