Terms & Conditions

Please read the Terms of Use carefully before accessing or using this Site. (Last updated on 3/5/2007)

ACCEPTANCE OF TERMS
By accessing or using the web pages located at www.talkhouseTM.com (the 'Site') in any way, including downloading our software or merely browsing the Site, you agree to and are bound by the terms and conditions set forth in this document and in any changes thereto that TalkhouseTM LLC may publish from time to time (collectively, the 'Terms of Use'). If you do not agree to all of the terms and conditions contained in these Terms of Use, do not access or use this Site.

TalkhouseTM LLC may change the Terms of Use and other guidelines and rules posted on the Site from time to time at its sole discretion. Your continued access or use of the Site constitutes your acceptance of any such changes. Your access and use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. Please regularly check the 'Terms of Use' link on the home page of TalkhouseTM.com to view the then-current terms. If you breach any of the Terms of Use, your authorization to access or use this Site automatically terminates.

THE SITE
TalkhouseTM LLC, its affiliates and agents ('TalkhouseTM') make this Site and any Materials contained on this Site available for your access and use subject to the Terms of Use. Any 'Materials' means all information, data, documents (e.g. white papers, press releases, datasheets, FAQs, etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, programs and products made available or enabled via the Site by TalkhouseTM. Certain Materials, such as software that TalkhouseTM makes available for download, have different terms and conditions of use than this Site and such Materials are governed by those specified terms and conditions.

INTELLECTUAL PROPERTY; LIMITED LICENSE TO USERS; TRADEMARK INFORMATION
The Materials, as well as their selection and arrangement, are protected by copyrights, trademarks, trade secrets, pending patent applications, and all other intellectual property and proprietary rights (collectively, 'Intellectual Property Rights'), and any unauthorized use of the Materials may violate U.S. and international laws governing intellectual property and these Terms of Use. Except as expressly provided herein, TalkhouseTM and its suppliers do not grant any express or implied rights to copy or use the Materials. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site, Materials, any portions of the Site, Materials or the selection and arrangement of the Site or Materials, except as expressly authorized herein or on the Site. In addition, you agree not to use any data mining, robots or similar data gathering and extraction methods in connection with the Site or Materials.

The trademarks, logos and service marks ('Marks') displayed on this Site are the property of TalkhouseTM LLC or other third parties. You are not permitted to use the Marks without the prior written consent of TalkhouseTM LLC or such third party that may own the Marks. TalkhouseTM, the TalkhouseTM logo, 'Free Your Music' and 'Say It. Play It.' are trademarks of TalkhouseTM LLC.

USE OF SOFTWARE
Materials encompassing any software code, including programs, tools, utilities, files and otherwise, and accompanying documentation that are made accessible via the Site (collectively, 'Software') are the copyrighted work of TalkhouseTM or its suppliers and are subject to pending U.S. patent applications. Use of such Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software. Some license terms are available for review at www.talkhouseTM.com and are incorporated herein by this reference. However, other terms and licenses may only be posted with the Software downloads or at the Site page where the Software can be accessed. You will not be able to use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Absent a license agreement that accompanies the Software, use of the Software will be governed by the Terms of Use. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. The Software is made available solely in accordance with the license agreement. Without limiting the foregoing, unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or reproduction of the Software to any other server or location for further reproduction, redistribution or use on a service bureau basis. Any unauthorized use, copying or distribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

RESTRICTION AND TERMINATION OF USE
TalkhouseTM may block, restrict, disable, suspend or terminate your access to all or part of the Site or Materials at any time in TalkhouseTM's sole discretion, without prior notice or liability to you.

LINKS TO THIRD PARTY SITES
The Site or Materials may include links that will take you to other sites outside of the Site ('Linked Sites'). The Linked Sites are provided by TalkhouseTM to you as a convenience and the inclusion of the links do not imply any endorsement by TalkhouseTM of any Linked Site. TalkhouseTM has no control of the Linked Sites and you therefore acknowledge and agree that TalkhouseTM is not responsible for the contents of any Linked Site, any link contained in a Linked Site or any changes or updates to a Linked Site.

REFERENCES TO THIRD PARTY TRADEMAR
iPod®, iTunes®, Mac OS® and Airport ExpressTM are registered or pending trademarks of Apple Inc. Talkhouse technology is compatible with the above noted Apple products. Windows XP®, Windows Vista® and Zune TM are registered or pending trademarks of Microsoft Corporation. Talkhouse technology is compatible with the above noted Microsoft products.

WARRANTIES AND DISCLAIMERS
THE SITE AND MATERIALS ARE PROVIDED BY TALKHOUSE UNDER THESE TERMS OF USE 'AS IS' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, TALKHOUSE MAKES NO WARRANTY THAT (i) THE SITE OR MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SITE OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE QUALITY OF THE SITE OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND (iv) ANY ERRORS OR DEFECTS IN THE SITE OR MATERIALS WILL BE CORRECTED.

THIS SITE AND MATERIALS MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. TALKHOUSE MAY MAKE CHANGES TO THE SITE AND MATERIALS, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SOFTWARE OR PRODUCTS LISTED, AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. THE SITE AND MATERIALS MAY BE OUT OF DATE, AND TALKHOUSE MAKES NO COMMITMENT TO UPDATE THE SITE OR MATERIALS.

YOU ACKNOWLEDGE AND AGREE THAT: (i) TALKHOUSE DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES; (ii) TALKHOUSE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) TALKHOUSE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES.

THE USE OF THE SITE OR THE DOWNLOADING OR OTHER USE OF ANY MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. TALKHOUSE ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR IN CONNECTION WITH ANY SERVICES OR MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TALKHOUSE OR VIA THE SITE OR MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.

INTERNATIONAL USERS
This Site can be accessed from countries around the world and may contain references to TalkhouseTM products, services and programs that are not available in your country. These references do not imply that TalkhouseTM intends to announce such products, services or programs in your country. TalkhouseTM makes no representation that the Site or Materials are appropriate or available for use at locations outside the United States, and access to the Site from territories where the Site or Materials are illegal is prohibited. If you access the Site from a location outside the United States, you are responsible for compliance with all local laws. See the section on export control laws below for further information.

PERSONAL INFORMATION AND PRIVACY
In visiting the Site or downloading Software you may be asked to supply certain personally identifying information and to voluntarily supply additional information. If you choose to provide your name, e-mail address, postal address, phone number, organization or any other identifying information, it will be used to provide you (i) with the information and access to the Materials that you have requested, (ii) for the purposes of advertising TalkhouseTM products and services, and (iii) to enable general statistical analyses of the use of the Software, Materials and Site. TalkhouseTM will not sell or rent any personally identifying information obtained through this Site and will use commercially reasonable efforts to protect the confidentiality and security of all such personally identifying information.

LIMITATION OF LIABILITY
IN NO EVENT SHALL TALKHOUSE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF TALKHOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (1) THE ACCESS OR USE OF OR THE INABILITY TO ACCESS OR USE THE SITE OR MATERIALS; (2) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR VIA THE SITE OR MATERIALS; (3) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (4) ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE; OR (5) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

EXPORT CONTROL LAWS; NOTICE TO U.S. GOVERNMENT USERS
The export and re-export of TalkhouseTM Software are controlled by the United States Export Administration Regulations, and such Software may not be exported or re-exported to Cuba, Iran, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods. In addition, the Software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

By downloading Software, you are certifying that you are not a national of Cuba, Iran, Libya, North Korea, Sudan, Syria or any country to which the United States embargoes goods, and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

All TalkhouseTM Software, products and publications are commercial in nature. The Software and documentation available on this Site are 'Commercial Items,' as that term is defined at 48 C.F.R. 2.101, consisting of 'Commercial Computer Software' and 'Commercial Computer Software Documentation,' as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other users pursuant to the Terms of Use and the applicable license agreement.

INDEMNITY AND LIABILITY
You agree to indemnify and hold TalkhouseTM and its officers, other partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your access to or use of the Site or Materials (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with the Site or Materials); (b) your connection to the Site or Materials; © your violation of the Terms of Use; (d) your violation of any rights of any third party; or (e) your access to or use of Linked Sites and your connections thereto.

GOVERNING LAW AND JURISDICTION
The Materials (excluding linked sites) are controlled by TalkhouseTM from its offices within the Commonwealth of Massachusetts, United States of America. By accessing this Site, you agree that all matters relating to your access to, or use of, the Materials and this Site shall be governed by the statutes and laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws principles thereof. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the state courts and the United States District Court located in Suffolk County, Massachusetts with respect to such matters.

LANGUAGE
It is the express wish of the parties that the Terms of Use and all related documents have been drawn up in English and the English version shall govern all disputes between the parties.

GENERAL
The Terms of Use and other rules, guidelines, licenses and disclaimers posted via the Site or in connection with the Materials constitute the entire agreement between TalkhouseTM and you with respect to your access to or use of the Site and Materials superseding any prior or contemporaneous agreements between you and TalkhouseTM on such subject matter (including any prior versions of the Terms of Use). Notwithstanding the foregoing, to the extent that any terms set forth in the Terms of Use expressly contradict any terms of a written agreement between you and TalkhouseTM regarding the use of specific Materials (including Software-specific licenses) ('Executed Agreement'), such contradictory terms set forth in the Executed Agreement shall govern. You may also be subject to additional terms and conditions that may apply when you use other TalkhouseTM services, third party content or third party software. You may not assign or otherwise transfer the Terms of Use nor any right granted hereunder without TalkhouseTM's prior written consent. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by TalkhouseTM to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.

© 2008 Talkhouse LLC.
Talkhouse and mySpeak are registered trademarks of Talkhouse LLC.
iTunes and Mac OS are registered trademarks of Apple Inc.
Windows is a registered trademark of Microsoft Corporation in the U.S. and other countries.