Subject to these Terms of Use for Talespin Products available on Quest (the "Terms"), Talespin Reality Labs, Inc., whose offices are at 600 Corporate Pointe, Suite 1130, Culver City, CA, and its affiliates (hereinafter “Talespin” or “we” or “us”) provides “you” (or “End User”) with access to its Products. “Products” means our VR headset applications provided through headsets.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE ANY OF THE PRODUCTS OR ANY INFORMATION ON OR RELATED TO THE PRODUCTS. BY AGREEING TO A TRIAL FOR THE PRODUCTS OR SUBSCRIBING TO THE PRODUCTS,CLICKING TO AGREE TO THESE TERMS OR USING OR ACCESSING, OR CONTINUING TO USE, ANY OF THE PRODUCTS, YOU AGREE TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW AS TO YOUR USE OF ALL OF THE PRODUCTS.
The effective date of these Terms as to your use of the Products is the date that you first accept or agree to these Terms.
Terms for users:
THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION. YOU AGREE THAT, EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED BELOW, ALL DISPUTES BETWEEN YOU AND TALESPIN WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. PLEASE READ THE SECTION TITLED “DISPUTE RESOLUTION BY BINDING ARBITRATION” BELOW TO LEARN MORE.
Using any of these Products indicates your unconditional agreement to these Terms, including our Privacy Policy, as updated from time to time. If you are under 18, you must obtain the consent of your parent or guardian to access our Products and your parent or legal guardian agrees to these Terms on your behalf. If you are under 16 years old, you are not permitted to register as a user or otherwise provide us any personal information. These Terms (including the Privacy Policy and any additional terms incorporated by reference) constitute the entire agreement between you and us, and supersede all other written or oral agreements.
1. PURPOSE AND USE
A. We grant you a non-exclusive, non-assignable, non-sublicensable limited license to use our Products and Property Content solely for your personal use only to obtain trainings during the term of the free trial and thereafter for the term of any paid subscription. “Property Content” means our Products and all content they contain, including but not limited to any video, music, text, images, graphics, sounds, information, curriculum, speaking modules, dialogue, URLs, technology, documentation and interactive features included with or available through our Products, learning flow and sequences, derivative works or enhancements, and all intellectual property rights to the same, including all copyrights, patents, trademarks, service marks, trade names and trade dress. We retain all right, title and interest in and to the Property Content.
B. You are responsible for your use of the Products. You will follow and abide by all Meta terms and policies. You will follow all health and safety warnings provided by Meta. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain conduct that may be harmful to other users or to us. When you use the Products, you shall not:
i, violate any law or regulation;
ii. violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
iii. post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, discriminatory or otherwise objectionable;
iv. send unsolicited or unauthorized advertising or commercial communications, such as spam;
v. use any means to spider, harvest, scrape, crawl, or participate in the use of software, including spyware, to collect data from the Products or any Web pages contained in the Products, other than in compliance with any applicable separate written license agreement or supplemental terms from us, if any;
vi. transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
vii. stalk, harass, or harm another individual;
viii. impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
ix. attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Products;
x. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Products; or
xi. advocate, encourage, or assist any third party in doing any of the foregoing.
C. Except as expressly set forth in these Terms, you shall not, directly or indirectly, in whole or in part: (a) copy any of the Products; (b) cause or permit any reverse engineering, decompilation, modification, translation or disassembly of any of the Products (or any component thereof, including without limitation associated imagery and technology); (c) sell, rent, sublicense, distribute, disclose, publish, assign or otherwise transfer any rights in the Products (except as otherwise provided in your signed agreement with Talespin, if any); (d) modify, or create derivative works based upon, the Products (or any component thereof, including without limitation associated imagery and technology); (e) permit any third party to benefit from the use or functionality of the Products via a timesharing, service bureau or similar arrangement, other than your authorized users; (f) take any action or omit to act in any way that would interfere with or disrupt the integrity or performance of the Products, or adversely affects Talespin’s right, title or interest in or to the Products; (g) host any digital copy of any Property Content (or any component thereof, including without limitation associated imagery and technology) in any place other than the Products; or (h) redistribute any digital copy of any Property Content (or any component thereof, including without limitation associated imagery and technology) for any purpose. You acknowledge that the software code and technology underlying the Products is Talespin’s confidential and proprietary information and shall not be used or disclosed to any third party.
2. USER CONTENT AND FEEDBACK
A. “User Content” means speech that you provide to us or make available through the Products and that we convert to text in the Products. When you provide or otherwise make available any such User Content, you grant us a universal, royalty-free, non-exclusive, fully sublicensable and transferable right to use the User Content solely for purposes of providing you with the Products. You represent that User Content you provide is original with you, does not and will not (when used by Talespin consistent with the above license) violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy.
B. “Feedback” means any suggestions or ideas regarding the Products that you may submit or provide to us in any manner. You agree and understand that Talespin is not obligated to use any Feedback and you have no right to compel such use. You understand and acknowledge that Talespin has wide access to ideas, stories, designs, and other materials, and that new ideas are constantly being submitted to it or being developed by Talespin’s own employees. Many ideas or stories may be competitive with, similar or identical to your Feedback in structure, purpose, function, theme, idea, plot, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of Talespin’s use of any such similar or identical material. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of Talespin’s actual or alleged exploitation or use of any Feedback, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law consistent with the terms set forth in the sections entitled “DISPUTE RESOLUTION BY BINDING ARBITRATION”.
3. REGISTRATION AND ACCOUNTS; PRIVACY
You are responsible for the activity that occurs under your account, and for maintaining the confidentiality of your account, including for any single sign on services that we provide or that you use from a third party to login to your account. You agree not to provide any false personal information or to create an account for anyone other than yourself and your authorized users. You agree to contact us at support@talespin.com immediately if you become aware of any breach of security or unauthorized use of your account.
4. COPYRIGHT POLICY
We do not make your User Content available publicly or to other users of the Products. Talespin respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Talespin of your infringement claim.
5. THIRD PARTY INDEMNITY
A. Subject to the terms of Section 5.C. below, we agree to indemnify and hold harmless you from and against any and all “Losses” (as defined below) that may arise in connection with Talespin’s gross negligence or willful misconduct, excluding claims arising out of any User Content, your embedding any of the Products into third party platforms or your combination of the Products with materials provided by third parties. Talespin is not obligated to indemnity you hereunder during any free trial periods.
B. Subject to the terms of Section 5. C. below, you agree to indemnify and hold harmless the“Talespin Parties” (as defined below) from and against any and all “Losses” (as defined below)that may arise in connection with: (i) your gross negligence or willful misconduct; (ii) User Content provided by you infringing on a third party’s intellectual property or proprietary rights; or (iii) any actual or alleged violation or breach by you of these Terms. “Talespin Parties” means Talespin and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries and their related companies.
C. “Losses” means third party claims and resulting liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs). The indemnities hereunder are subject to the following: The indemnified party must promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense of the claim and reasonably cooperate with the indemnifying party in defending the claim (at the indemnifying party’s expense).
6. WARRANTY; WARRANTY DISCLAIMERS; LIMITATION OF LIABILITY; WAIVERS, WARNINGS
A. YOU EXPRESSLY AGREE THAT USE OF OUR PRODUCTS IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, DATA, OR INFORMATION SHARED BY THIRD PARTIES. OUR PRODUCTS (INCLUDING SOFTWARE) AND ALL ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT MAKE ANY COMMITMENTS ABOUT ANY CONTENT WITHIN OUR PRODUCTS, ANY SPECIFIC FUNCTIONS OR THE RELIABILITY, ACCURACY, SECURITY, TIMELINESS, NON-INFRINGEMENT, OR AVAILABILITY OF OUR PRODUCTS OR ANY ASSOCIATED CONTENT TO MEET YOUR NEEDS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM THE WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE, AND ALL OTHER IMPLIED WARRANTIES.
B. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER YOU NOR THE TALESPIN PARTIES WILL BE RESPONSIBLE FOR LOST PROFITS, REVENUES OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF
THE TALESPIN PARTIES AND YOU FOR ANY DAMAGES AND/OR CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF ONE THOUSAND DOLLARS AND THE AMOUNT THAT YOU PAID US TO USE THE PRODUCTS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION FIRST GIVING RISE TO THE CLAIM (OR, IF WE CHOOSE, TO SUPPLY YOU WITH THE PRODUCTS AGAIN). THE FOREGOING WAIVERS AND LIMITATIONS OF LIABILITY SHALL NOT APPLY TO YOUR PAYMENT OR INDEMNITY OBLIGATIONS OR A BREACH OF THE LICENSES GRANTED OR RESTRICTIONS IN SECTION 1 HEREUNDER.
C. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR PRODUCTS OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. THIS
PROVISION IS NOT APPLICABLE IN NEW JERSEY.
D. TO REDUCE THE RISK OF PERSONAL INJURY, DISCOMFORT OR PROPERTY DAMAGE, YOU SHALL ENSURE THAT, BEFORE USING ANY OF THE PRODUCTS, ALL USERS OF THE PRODUCTS READ CAREFULLY ALL HEALTH AND SAFETY WARNINGS PROVIDED TO YOU.
7. ELECTRONIC COMMUNICATIONS AND FEES
A. By using the Products, you consent to receiving electronic communications from Talespin. These electronic communications may include notices about applicable Products fees and charges related to the Products and transactional or other information concerning or related to the Products. These electronic communications are part of your relationship with Talespin and you receive them as part of your use of the Products. You agree that any notices, agreements, disclosures or other communications that Talespin sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.
B. The Products will be provided according to the plan level and subscriptions you select in the third party marketplace. Unless otherwise specified, fees will be billed to the credit card or other payment account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. All payments under this Agreement shall be made in advance through the third party marketplace, such as Meta’s Quest. Third party marketplaces, such as Quest, may be governed by additional terms provided by such third party marketplace. You acknowledge and agree that Talespin or the third party marketplace will automatically charge your credit card or other payment account on record in advance.
Your subscriptions will automatically-renew for the same term as the initial term, subject to the terms of Section 8 below. You represent and warrant to Talespin that all of your payment information is true and that you are authorized to use the payment instrument. You will promptly
update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. If payment is not received or cannot be charged to your credit card or other payment account for any reason in advance and you do not make the payment, Talespin reserves the right to either suspend or terminate your access to the Products and terminate these Terms. All fees are non-refundable, except as expressly stated otherwise in these Terms or as permitted by the third party marketplace.
C. All payments shall be made in the currency of, and within the borders of the United States. You will pay all applicable taxes, duties, withholdings, backup withholding and the like. Talespin may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for you until the start of the next payment period. Talespin will provide written notice to you for any changes to the fees that affect the Products purchased by you. Your continued use of the Products after the price change becomes effective constitutes your agreement to pay the changed amount.
8. TERM AND TERMINATION
A. Subject to earlier termination as provided below, the term of these Terms will commence on your acceptance of these Terms and will continue for as long as the Products are being provided to you under these Terms. The term of your license will continue for the free trial and the term of your subscription and any Products purchased shall continue for the subscription term for which you have paid and shall automatically renew for successive terms equal in duration to the initial subscription term, or as otherwise specified on signup, unless you cancel your subscription in advance of the renewal date (subject to applicable law). If you have not cancelled in advance of the end of the free trial, your subscription will commence and automatically renew as set forth above.
B. Subject to earlier termination as provided below, each party may terminate these Terms upon thirty (30) days' notice if the other party breaches any of the terms or conditions of these Terms. You acknowledge that Talespin reserves the right to terminate accounts that are inactive for an extended period of time and the right to modify or discontinue, temporarily or permanently, the Products (or any part thereof). All of User Content on the Products (if any) may be permanently deleted by Talespin upon any termination of your account in its sole discretion.
C. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
D. Upon the termination of these Terms for any reason: (i) the licenses granted under these Terms in respect of the Products shall immediately terminate and you and your users shall cease use of the Products; (ii) Talespin will cease providing any support; (iii) you shall pay to Talespin or the third party marketplace provider the full amount of any outstanding fees due hereunder; and (iv) within fourteen (14) calendar days of such termination, you shall destroy or return all Talespin confidential information in your possession or control, and will not make or retain any copies of such information in any form.
9. AMENDMENTS AND CHANGES
We reserve the right, at our sole discretion, to change or modify portions of these Terms at anytime. If we do this, we will post the changes on certain portions of the Products and will indicate at the top of this page the date these terms were last revised. We may also notify you, either through the Products interface, or in an email notification or through other reasonable means to registered users and/or the administrator for an account. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Products or changes made for legal reasons will be effective immediately. Your continued use of the Products after the date any such changes become effective constitutes your acceptance of the new Terms.
10. NOTICE FOR CALIFORNIA USERS
If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to info@talespin.company with your email address and a request for the Terms and any linked terms. In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the CaliforniaDepartment of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento,California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the Products or to receive further information regarding use of the Products.
12. DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS
Agreement to Arbitrate: This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Talespin, whether arising out of or relating to these Terms (including any alleged breach thereof), the Products, any advertising, any aspect of the relationship or transactions between you and us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Talespin are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND TALESPIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TALESPIN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). Nothing in this Section or in this Arbitration Agreement more generally is intended to non-waivable rights under the Private Attorneys General Act, Cal. Lab. Code § 2698 et seq.
Pre-Arbitration Dispute Resolution: Talespin is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@talespin.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute, which must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought (“Notice”). The Notice to Talespin should be sent to Talespin Reality Labs, Inc., 600 Corporate Pointe, Suite 1130, Culver City, CA 90230 (“Notice Address”). If Talespin and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Talespin may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Talespin or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Talespin is entitled.
Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org/. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Talespin and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Talespin agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Talespin will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Talespin will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Talespin will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules
Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Section titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration
Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the Section above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms will continue to apply.
Future Changes to Arbitration Agreement: Notwithstanding any provision in these Terms to the contrary, Talespin agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Products, you may reject any such change by sending Talespin written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute with us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
13. MISCELLANEOUS
A. These Terms shall be construed in accordance with the laws of the State of California without regard to its conflict of laws rules. Except as provided in these Terms, these Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof.
B. These terms do not create any rights in favor of any third party, except as otherwise expressly specified hereunder. You shall not assign or transfer these Terms to any third party without our prior written consent, except you may assign or transfer these Terms to a successor in interest by way of merger or acquisition of all or substantially all of its assets or stock if the successor agrees to these Terms and you provide us with prior written notice of the same. Our failure to take action to enforce our rights does not mean that we give up those rights or cannot take such action in the future.
C. If a provision in these Terms is found to be illegal or unenforceable, that provision shall be removed from these Terms and the remaining provisions of these Terms shall remain in force. If you access the Products from locations outside of the U.S. you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
D. At any time and for any reason or no reason we may add, remove or modify functionality.
E. When using our Products, you agree to comply with all applicable laws and regulations.
F. You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms.
G. Our Products may link or contain links to other websites maintained by our licensors, affiliates and/or third parties. We do not operate, control or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links and any content posted on third-party websites.
H. If you have a question, concern or complaint about these Terms, you can contact us at Office of General Counsel, Talespin Reality Labs, Inc., 600 Corporate Point, Suite 1100, Culver City CA 90230.
