Last Updated: October 9th, 2023

Unless otherwise indicated, these Terms and Conditions of Service Use (“Terms & Conditions”) apply to (i) your use of and/or access to the Talk2U.co website and/or other websites/ landing pages (collectively, “Website”) which are owned or operated by Talk2U LLC or its affiliates (collectively, “Talk2U”, “we,” “us,” or “our”), including any portions thereof available only to subscribers, and (ii) your use of and/or access to the mobile phone applications which we may own or operate currently or in the future (collectively, the “Mobile App”) and (iii) your use of and or access to any content or information and other online or mobile-enabled technology, digital tools and other services and products provided by us (together with the Website and the Mobile App, collectively, the “Services”). The term “Services” shall refer to both the Standard Service and Premium Services (hereinafter defined).

For purposes of these Terms & Conditions, “affiliates” shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, Talk2U.

Participants are people who access our free of charge Services via the sponsorship of a third party organization and/or government, and Subscribers are people who access our Paid Services (collectively, “Talkers”, “Them”, “You” or “User/s”)

Updates to Terms and Conditions. Talk2U can update the Terms from time to time. We will update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms.

Other policies. These Terms and Conditions also reference our Privacy Policy and Cookie Policy due to our commitment in protecting our Talkers security and privacy, which also need to be consented with to use the Services.

1. ACKNOWLEDGEMENTS & TALKER AGREEMENTS

a. General Acknowledgment. Talk2U’s Services are virtual chatbots and/or AI-enabled chatbots with which Talkers can chat about burning issues to educate themselves in an entertaining format and also gain tools and strategies for skill building to improve their well-being and/or make behavior changes for social environmental good. These content could be offered in Special Learning Journeys or Personalized Journeys (hereinafter defined) You acknowledge and agree that Your interaction with the Services within the Journeys is with a virtual chatbot (might be displayed using AI) and not a human. The Service is restricted in the means of response, and the intended use is for providing edutainment as well as evidence-based tools and techniques to improve well-being, strengthen core personality traits, manage emotions and encourage behavioral changes in a self-help context. It is not intended for providing diagnosis, treatment or cure of a condition or disease or whatsoever assistance. The Services cannot and will not offer advice on issues it does not recognize. Services are not intended to be a replacement for face-to-face psychotherapy or to provide a diagnosis, prognosis, treatment or cure for a disease/condition/disorder or disability or provide any type of state-regulated mental health services in Your country of residence. It is an enabling and empowering mode of support, rather than treatment of illness or a health condition. It cannot and will not offer medical or clinical advice. It can only suggest that the Talker seeks advanced (medical) help.

b. Freedom of choice. You make the choice of using the Services, based on your own estimate of need and agree that this is only suitable for self-awareness, behavior change, skill building and entertainment. Service is not intended for use in crisis such as abuse or complex or severe mental health conditions that causes for example; ideation of suicide, harm to self and others, or for any medical emergencies.

If You are having suicidal thoughts or planning to act on suicidal thoughts, or if You feel that You may be a danger to Yourself or to others, or if You otherwise have any medical or mental health emergency or severe mental health condition, or if You are in a crisis or trauma or abuse, please discontinue use of the Service immediately and call the relevant emergency number in Your country and notify the police or emergency medical Services. For example, You can find Your country-specific suicide emergency number at: Suicide.org - Suicide Prevention, Awareness, and Support

c. Talker Eligibility. We do not permit individuals under 18 years of age to become Talker of our Services. By using the Services, you represent and warrant that you are at least 18 years of age and have the right, authority and capacity to enter into these Terms & Conditions and to abide by the terms and conditions of these Terms & Conditions.

Individuals who are currently diagnosed with mental health conditions and/or under psychiatric treatment should only use Talk2U as a complimentary tool if indicated and supervised by a medical professional.

d. People Underage Protection and Parental consent exceptions. Talk2U not knowingly provides services to underaged persons. If you are under 18 years old, in order to be eligible for the exception and access the services you need to:

• Be, at least, 13 years old.
• Provide a parental or legal guardian consent for the usage or the services as well as the privacy policy and cookie policy; and
• your parent(s) or legal guardian(s) will be responsible for: (i) all your actions in connection with your access to and use of the Services; (ii) your compliance with this policy; and (iii) ensuring that any of your participation in the Services will not, in any event, result in any violation of applicable laws and regulations relating to child protections.

If you do not have consent from your parent(s) or legal guardian(s), you must cease using the Services.

e. Talker Agreement. By using the Services, you accept these Terms & Conditions and agree to be legally bound and to abide by the terms, conditions, and notices contained or referenced herein, just as if you had signed them.

IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY ALL OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE FOLLOWING AGREEMENT AND ACKNOWLEDGEMENT, THEN DO NOT ACCESS, BROWSE OR USE THE SERVICES. MOREOVER, Talk2U DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, BROWSE OR THE SERVICES WITHOUT YOUR WILLINGNESS AND ABILITY TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT ABIDE BY THE PROVISIONS OF THESE TERMS & CONDITIONS, EXCEPT AS WE MAY OTHERWISE PROVIDE FROM TIME TO TIME, YOU AGREE THAT WE MAY IMMEDIATELY DEACTIVATE OR DELETE YOUR USER ACCOUNT AND ALL RELATED INFORMATION AND FILES IN YOUR USER ACCOUNT AND/OR RESTRICT ANY FURTHER ACCESS TO SUCH INFORMATION AND/OR FILES, OR OUR SERVICES, WITH OR WITHOUT NOTICE.

f. Third Party Services Acknowledgments. Services might be available through different external chat platforms such as Facebook Messenger, Instagram, Whatsapp, Telegram or even Webchats hosted in Talk2U's website or third party institutions, which will be selected depending on the target audience and goals of the project. In some cases, some platforms may not be available for specific Services. Due to the fact that we use Third Party Chat Platforms you are subject to their Terms and Conditions, their privacy policy and their protection of underaged individuals as well as ours. By accepting these Terms of Use, you remove us from all liabilities of law infringements and breach of agreements of those platforms may get involved in.

g. Modification of Services. In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Services provided to you, including, but not limited to, (i) restricting the time the Services are available, (ii) restricting the amount of use permitted, (iii) restricting or terminating any user’s right to use the Services and (iv) changing any feature or functionality provided by the Services. You agree that any termination or cancellation of your access to, or use of, the Services may be effected without prior notice. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Services.

2. TYPE OF SERVICES & SUBSCRIPTIONS

a. Type of Services. Our Services consist of bundles of topic-specific content, in general sponsored by a third party organization and/or government, to address needs such as Self-Esteem, HIV, Xenophobia, Online Safety, Sexting, Climate Action and Mental Health Action (“Special Learning Journeys”) or skill-specific content tailored for the Talkers characteristics around their social, emotional and mental well-being (“Personalized Journey”) (collectively, referred to as “Journeys”).

Furthermore, we also offer an assessment of the general well-being characteristics and self-reported behaviors, thought patterns and emotions of the Talker based on our evidence-guided parameters (“Screening”) and a pre and post assessment of the skills we offer strategies to develop within our Services (“Skill Assessment”). (collectively, referred to as “Assessments”)

b. Subscriptions. Depending on the Journeys and Assessments, the Service can be offered as a limited and free version (“Standard Service”) or it can have premium products with differing functionality based on the subscription level (“Premium Service”). This Premium Service typically requires a fee, which is either paid (i) by the user (“Personal Premium Service”) or (ii) by a third party on behalf of the user (“Business Premium Service”). Fees can be monthly fees or one time payments depending on the Journeys and/or Assessments.

Talkers do not need to acquire Premium Service to use the Services, but they may be subject to exclusions on exclusive Personalized Journeys and additional features, meaning that certain portions, components and features of the Services may not be available. Due to the fact that Standard Services are sponsored by organizations who pay a fee to make it available and accessible without charge to Talkers, we reserve the right to eliminate or modify any of the Journeys, Assessments and general functionalities at any time without any prior notice to our Talkers.

c. Personal Premium Service. If you are a Personal Premium Service Talker, you will be responsible for the fixed and periodic charges and fees (including prepayment plan fees for multiple periods or recurring monthly fees) you selected at the time of subscription. Applicable taxes, and other charges and fees incurred in order to access the Premium Services may also apply.

• Auto-renewals. Your Premium Service will automatically be extended for successive renewal periods of the same duration you purchased. Until you cancel, we will charge or debit your payment method at the beginning of your subscription. Your non-cancellation of the Premium Services or continued use of the paid subscription features of the Premium Service will reaffirm that we are authorized to charge you. If your credit or debit account has been closed or your payment method is otherwise invalid, your subscription may not renew and your subscription will be automatically downgraded to the Standard Service effective as of the end of your current billing cycle. The renewal charge will generally be the same as the prior period’s charge, unless we notify you in advance at the time of sign up or prior to the beginning of the renewal period as described above. If (i) you purchased a multiple-period prepayment plan or (ii) you were eligible for a promotional rate but are no long eligible for that rate, then your subscription will be offered to renew your subscription at our then-current non-promotional subscription rates at the start of the renewal period. If you wish to renew and we are currently offering promotional rates at such time, you must renew your subscription prior to the termination of your current plan. If you fail to renew your subscription for any Premium Services before its scheduled expiration date, then the then-current non-promotional subscription rate will apply.
• Cancellations. You can cancel your subscription for our Premium Services at any time by contacting Talker Support at support@talk2u.co or by other means provided within the Mobile App. We will attempt to process all cancellation requests within 72 hours after we receive your request. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect. If you terminate your paid subscription for Premium Service, your subscription will remain active until the end of your then-current subscription period.
• Refunds. (i) Refund after the Initial Sign-up. Provided you are not in breach of these Terms of Use, we offer a full refund for those who sign up for a Personal Premium Service and cancel within the first seven (7) days of your initial purchase (i.e., the first time we charge you). (ii) Exceptions. If you choose to cancel your subscription beyond the first 7-day time period, then any amounts paid prior to your cancellation will not be refunded. Following cancellation, your Premium Services will expire at the end of the applicable period, and your account will revert to Standard Services.

d. Business Premium Service. Business Premium Services are generally purchased by our third party commercial Talkers (“Business Talkers”) for a specified period, and a Business Talker generally provides you with a unique activation code that allows you to access certain Premium Service features purchased by such Business Talkers for a specified period. In such an instance, your access to Premium Service has been paid for by our Business Talker, and you will be able to use Business Premium Service features until the expiration of a specified term agreed between Talk2U and such Business Talker.

For Business Premium Services Talkers, the Business Talker paying for your Business Premium Service subscription controls such an account (which may be different from your personal account) and may terminate your access to it. You agree that we will not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Premium Services that were originally provided to you by such Business Talker. If you had Business Premium Service subscriptions paid through a Business Talker but you are no longer eligible to receive such benefit from the Business Talker, it is also possible that your Business Premium Service account will terminate with us, and you will have to sign up for a new account.

e. Subscription Data. For purposes of your use of the Premium Service including identification and billing, you agree to provide us with true, accurate and complete information as required by the subscription or sign up process to the Premium Service (“Subscription Data”). You agree to maintain and promptly update the Subscription Data and any other information you provide to us to keep it accurate. Without limiting any other provision of these Terms & Conditions, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use by you of our Services (or any portion thereof). You are obligated to check whether your Subscription Data is current and accurate, and, if not, to correct or update your Subscription Data.

We collect different data depending on whether you are a Personal Premium Service User or Business Premium Service User. Please refer to our Privacy Policy for more detailed information on the types of information we collect.

f. Modifications. We reserve the right to revise the terms of the fee charge, cancellation and refund policies, upon reasonable advance notice communicated to you through a posting on the Website and/or Mobile App or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). Any changes made will apply to all memberships created or renewed after the date such change was implemented.

g. Third Party additional charges and fees. Whether or not you use the Standard Service or the Premium Service, you are responsible for all charges and fees associated with connecting to and using the Services, including without limitation all telephone access lines (including mobile data and data roaming charges, when applicable), telephone and/or internet Talk2U fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Services.

3. TALKERS CONTENT & THIRD PARTY CONTENT

a. Talkers Content. Some areas of the Service may allow Talkers to post content such as chat content within conversations, profile demographic information, questionnaire responses, videos, audios, texts, graphs, messages, comments, questions, and other content or information, any such materials a Talker submits, posts, displays, or otherwise makes available on the Service ("Talkers Content"). We claim no ownership rights over Talkers Content created by You. Talk2U has the right (but not the obligation) in its sole discretion to remove any Talkers Content that is shared via the Service.

Occasionally, TALK2U may ask Talkers if they want to share with other Talkers some specific content posted by them in order to help others. In those cases, Talkers will be given the option of sending content or not. The sole fact of sending the content when being asked, will be taken as an acceptance to share the content granting Talk2U a release of rights towards the content. select the option of acceptance or deny. That acceptance can be revoked at any time and Talk2U will stop sharing that content.

You may choose to or We may invite You to submit comments or ideas about the Service, including without limitation about how to improve the Service or Our products ("Ideas"). By submitting any Idea, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Talk2U under any fiduciary or other obligation, and that Talk2U is free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

b. Responsibility for content. You agree not to post or transmit Talkers Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any Information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any Information or content that is illegal (including, without limitation, the disclosure of insider Information under securities law or of another party's trade secrets); (vii) contains any Information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any Information or content that You know is not correct and current; (ix) violates any school, Institution or other applicable policy, including those related to cheating or ethics; (x) interferes with other Users of the Service including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Service and deleting or revising any content posted by another person or entity; (xi) except where expressly permitted, post or transmit charity requests, petitions for signatures, franchise arrangements, distributorship arrangements, sales representative agency arrangements or other business opportunities (including offers of employment or contracting arrangements), club memberships, chain letters or letters relating to pyramid schemes, any advertising or promotional materials, solicit Service letters or certificates, or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose. You may not copy, share, or use personal identifying or business contact Information about other Users without their express permission. You agree that any Talkers Content that You post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Talk2U reserves the right, but is not obligated, to reject and/or remove any Talkers Content that Talk2U believes, in its sole discretion, violates these provisions.

For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your Talkers Content, You affirm, represent and warrant the following:

• You have the consent of each and every identifiable natural person in the Talkers Content to use such a person's name or likeness, and each such person has released You from any liability that may arise in relation to such use of such Talkers Content.
• Your Talkers Content and Talk2U’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights. Talk2U takes no responsibility and assumes no liability for any Talkers Content that You or any other Talker or third party posts or sends over the Service. You shall be solely responsible for Your Talkers Content and the consequences of posting or publishing it, and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your Talkers Content. You understand and agree that in spite of Our best efforts You may be exposed to Talkers Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to Your purpose, and You agree that Talk2U shall not be liable for any damages or injury or losses You allege to incur as a result of Talkers Content.

You are fully responsible for any and all contents, phrases, and entries added to the network in connection with the use of the Services. In particular and without limitation, you may not:

1. Hinder the functioning of Services, especially reverse engineering or hacking the Services, attempting to gain unauthorized access to the Services (or any portion thereof), or related systems, networks, or data;
2. Use the Services in a way that may constitute a violation of laws.
3. Promote or advertise products or services;
4. Allow or encourage anyone else to commit any of the actions listed above.

YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE SERVICES. YOUR BEAR THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.

We are not responsible for maintaining a copy of any material we remove from our Services, and we are not liable for any loss you incur in the event that Content you post or transmit to our Services is removed. Talk2U reserves the right to (i) remove, suspend, edit or modify any Talkers Content in its sole discretion at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Talkers Content or if Talk2U is concerned that you may have violated these Terms & Conditions), or for no reason at all and (ii) to remove, suspend or block any User Content. Talk2U also reserves the right to access, read, preserve, and disclose any information as Talk2U reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms & Conditions, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Talk2U, its users and the public.

c. Talkers Content License Grant. You hereby grant Talk2U, its directors, officers, employees, agents, affiliates, representatives, Talk2Us, partners, sublicensees, successors and assigns (collectively, the “Talk2U Parties”) a royalty-free, perpetual, irrevocable, sublicensable, assignable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, transmit, edit, reformat, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform, display and otherwise use any Talkers Content (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the Talkers Content in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such Talkers Content in compliance with our Privacy Policy.

d. Third party content within our Services. Our consultants, partners, catalysts, Talk2Us, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on our Services. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part.

e. Third party website content. Certain Contents provided in the Services include links to websites of third parties (“Third-Party Websites”), some of whom may have established relationships with Talk2U and some of whom may not. We do not have control over the content and performance of Third-Party Websites.

Talk2U HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES AND DOES NOT ENDORSE (AND IS NOT RESPONSIBLE OR LIABLE FOR) ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH THIRD PARTY WEBSITES. ACCORDINGLY, Talk2U DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. Talk2U DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF OR RELIANCE ON, ANY CONTENT, ADVERTISEMENTS, PRODUCTS OR OTHER RESOURCES AVAILABLE ON ANY THIRD-PARTY WEBSITES (REGARDLESS OF WHETHER WE DIRECTLY OR INDIRECTLY LINK TO SUCH CONTENT, ADVERTISEMENTS, PRODUCTS OR OTHER RESOURCES).

YOU AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR USING A THIRD-PARTY WEBSITE, YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS AS NECESSARY TO PROTECT YOU AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE AND OTHER HARMFUL OR DESTRUCTIVE CONTENT; (II) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT IS OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE OBJECTIONABLE OR UNLAWFUL, OR THAT CONTAINS TECHNICAL INACCURACIES, TYPOGRAPHICAL MISTAKES AND OTHER ERRORS; (III) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT VIOLATES THE PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR THAT IS SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, STATED OR UNSTATED; (IV) ALL FINANCIAL CHARGES OR OTHER LIABILITIES TO THIRD PARTIES RESULTING FROM TRANSACTIONS OR OTHER ACTIVITIES; AND (V) READING AND UNDERSTANDING ANY TERMS OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE THIRD-PARTY WEBSITES.

4. INTELLECTUAL PROPERTY & LICENSES

a. Software. You acknowledge and agree that the Services and all intellectual property rights associated therewith are, and shall remain, the property of Talk2U (and, where applicable, its licensors). Furthermore, you acknowledge and agree that the source and object code of the Website and/or Mobile App and the format, directories, queries, algorithms, structure and organization of the Website and/or Mobile App are the intellectual property and proprietary and confidential information of Talk2U and its affiliates, licensors and suppliers. Except as expressly stated in these Terms & Conditions, you are not granted any intellectual property rights in or to the Services by implication, estoppel or other legal theory, and all rights in and to the Services not expressly granted in these Terms & Conditions are hereby reserved and retained by Talk2U.

b. Trademarks. Talk2U, talk2u.co, talk2u.app, talk2u.ai and the Talk2U logo (collectively, the “Talk2U Marks”) are trademarks or registered trademarks of Talk2U LLC. Other trademarks, service marks, graphics, logos and domain names appearing on the Website, Mobile App or in other Content provided to you may be the trademarks of third-parties. Neither your use of the Services, nor these Terms & Conditions, grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the Talk2U Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Talk2U Marks generated as a result of your use of the Services will inure to the benefit of Talk2U LLC, and you agree to assign, and hereby do assign, all such goodwill to Talk2U LLC. You shall not at any time, nor shall you assist others to, challenge Talk2U’s right, title, or interest in or to, or the validity of, the Talk2U Marks.

c. Our Proprietary Content Rights. You acknowledge that our Services contain content, information, articles, papers, cognitive techniques, skill building strategies, psychological techniques, multimedia assets such as photos, video, text, graphics, music, sounds, drawings, charts, quizzes, questionnaires, psychometric scales, comments, messages, modisms, feedback, pilot testings, ideas and other materials (collectively, “Talk2U Content”) that are protected by copyrights and other proprietary rights, such as patents, trademarks and trade secrets, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.

All Talk2U Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on the Services are trademarks of their respective owners. The Talk2U Marks (hereinafter defined) are tradename and the registered trademark and service mark of Talk2U LLC.

Talk2U Content and all Intellectual Property Rights related thereto, are property of Talk2U and/or its licensors (also, including Creative Common Licenses and other Users who post Talkers Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Talk2U Content.

d. Copyright Notice. All content and other materials available through the Services, including without limitation the Talk2U logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Talk2U or are the property of Talk2U’s licensors and suppliers. Except as explicitly provided, neither your use of the Services nor these Terms & Conditions grant you any right, title or interest in or to any such content or materials.

When Content is downloaded to your computer, phone, tablet or any other mobile device, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other applications or networked computer environment is strictly prohibited unless you receive our prior written consent.

We may at any time suspend your use of the Services and/or remove or disable any Content as to which we reasonably and in good faith believe is in violation of any of these Terms & Conditions. We will provide you with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Services or any third party, in which case we will notify you to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.

e. Limited License. Subject to your continued compliance with the Terms & Conditions, including without limitation the timely payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to access and use our Services (whether through the Website or by downloading and installing the Mobile App, including any updates and bug fixes). Your use is limited for your personal, noncommercial use only. The Services, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of Talk2U. Furthermore, except for the limited rights granted in this Section, you will not (and will not encourage or assist any third party to): (i) modify, alter, tamper with, repair or otherwise create derivative works of the Services or any software or technology included in or used or distributed by Talk2U to provide the Services; or (ii) reverse engineer, disassemble or decompile the Services, or attempt to discover or recreate the source code for the Services.

f. Open Content Licenses. Some Talk2U Content may be available as an Open Content with its applicable licenses. All Open Content will be clearly added to our Open Content Webpage where all the content will be linked with its applicable license. Attributions is required per all content uses

5. HEALTH AND MEDICAL SERVICE DISCLAIMER

WE DO NOT PROVIDE PROFESSIONAL MEDICAL SERVICES OR ADVICE. THE SERVICES PROVIDED BY THE WEBSITE AND/OR MOBILE APP AND/OR THIRD PARTY CHAT PLATFORMS DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, PLEASE REACH OUT TO YOUR LOCAL EMERGENCY CALL NUMBERS.

Services are not intended to be a replacement for face-to-face psychotherapy or to provide a diagnosis, prognosis, treatment or cure for a disease/condition/disorder or disability or provide any type of state-regulated mental health services in Your country of residence. It is an enabling and empowering mode of support, rather than treatment of illness or a health condition. It cannot and will not offer medical or clinical advice. It can only suggest that the Talker seeks advanced (medical) help.

Any and all Services provided by Talk2U are for informational purposes only. Talk2U and its AI-enabled chatbots are not medical professionals, and Talk2U does not provide medical services or render medical advice. Nothing contained in the Services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for psychology or psychiatric consultation, evaluation, or treatment, and the information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE TALK2U PARTIES.

If You are having suicidal thoughts or planning to act on suicidal thoughts, or if You feel that You may be a danger to Yourself or to others, or if You otherwise have any medical or mental health emergency or severe mental health condition, or if You are in a crisis or trauma or abuse, please discontinue use of the Service immediately and call the relevant emergency number in Your country and notify the police or emergency medical Services. For example, You can find Your country-specific suicide emergency number at: Suicide.org - Suicide Prevention, Awareness, and Support

You further agree that, if needed, you shall consult a therapist, psychiatrist or psychologist, particularly if you are at risk of complex mental health problems resulting from abuse, substance consumption or any changes that have severely affected your mental health. If any information you receive or obtain from using the Services that is inconsistent with the medical advice from your therapist, you should follow the advice of your therapist.

6. TALKER ACCOUNT AND SECURITY

In connection with your use of certain features of the Services, you will be required to complete a registration form. You represent and warrant that all user information you provide on the registration form or otherwise in connection with your use of the Services will be current, complete and accurate.

a. Account registration. At any point of our interactions, Talk2U may ask You for a contact phone number or email, or once you use a Standard Service we will hace access to your phone number or platform ID via third party chat platforms such as WhatsApp, Telegram, Facebook Messenger, Instagram and/or WebChats. Once you submit this information or use the Services, we will automatically register you with a user account in order to send You communications, including any notices required by law.

By doing so, you consent to receiving:

(i) Legal Communications. We may send the following to you by email or posting them on the Website and/or the Mobile App: these Terms & Conditions, including legal disclosures; future changes to these Terms & Conditions, Privacy Policy, and other notices, legal communications or disclosures and information related to the Services. Such communications are part of the Services which you cannot opt out of receiving.

(ii). Service Announcements. In using the Services, you may receive periodic electronic communications from Talk2U regarding the Services, such as new product offers and other information regarding the Website and/or the Mobile App, which are part of the Services and which you cannot opt out of receiving. These are functional messages that allow for you to go through the experience and optimize its use.

(iii). Promotional Communications. You may also receive periodic promotions and other offers or materials Talk2U believes might be of interest to you. You can opt-out of receiving these promotional messages at any time by following the unsubscribe instructions contained in each message.

b. Account subscription. When you subscribe to our Services, you will be required to sign up for a Talkers account. You agree not to subscribe for more than one account, create an account on behalf of someone else, or create a false or misleading identity on our Services. If your registration or subscription is revoked for any reason (other than in cases where you are switching over from Business Premium Services to Personal Premium Service and vice versa), you agree not to register or subscribe again with our Services using another user name or through any other means.

c. Account Security. As a registered user of the Services, you are entirely responsible for maintaining the confidentiality of your user account information. You may not use the account or user name of any other member at any time. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s user account information.

You are also entirely responsible for any and all activities which occur under your user account. We will not be liable for any loss that you incur as a result of someone else using your account, either with or without your knowledge. You may also be held liable for any losses incurred by Talk2U, its affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account.

You must exercise caution, good sense and sound judgment in using the Services. You are prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against you. Talk2U will investigate any alleged or suspected violations and if a criminal violation is suspected, we may contact and/or cooperate with law enforcement agencies in their investigations.

d. About Privacy, Security, Third-Party Links and Monitoring. We deeply care about the privacy of Our Talkers. You understand that by using the Services You consent to the collection, use, retention and disclosure of Your Personal data and aggregate data as set forth in our Privacy Policy, and to have Your data collected, used, transferred to and processed by Us in accordance with Our Privacy Policy and Agreement. We have the right to monitor the content on the Website and Chatbots/ Journeys at all times which shall include Information provided through the Experience or any User Content posted by You. The monitoring of the Website and Chatbot/ Journey is important to determine the veracity of the Information provided by You and that every User remains in consonance with the Terms of Use provided herein. Subject to the Agreement, We shall also have the right to remove any objectionable content, including User Content, which is in contravention of the Agreement. It is hereby clarified that TALK2U has a right to but not an obligation to monitor the content on the Website and the Chatbots/ Journeys. Accordingly, TALK2U shall not be liable for any claims, losses, damages costs or expenses that may arise as a consequence of the User Content published by You or any other User on the Website.

7. INDEMNITY AND WARRANT

a. Indemnity. You agree to defend, indemnify and hold harmless TALK2U and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, injury, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to the Service, including any data or content transmitted or received by You; (ii) Your violation of any term of this Agreement, including without limitation Your breach of any of the representations and warranties above; (iii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of Your User Content or any that is submitted via Your account; or (vi) any other party's access and use of the Service with Your unique username, PIN, password or other appropriate security code.

b. No Warranty. The service is provided on an "as is" and "as available" basis. Use of the Service is at your own risk to the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, mental fitness for a particular purpose, or non-infringement, no advice or information, whether oral or written, obtained by You from Talk2U or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, Talk2U, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service. We do not guarantee that Our Service will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Experience. You should use your own virus protection software.

c. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall Talk2U, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service. Under no circumstances will Talk2U be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein. To the maximum extent permitted by applicable law, Talk2U assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage or injury incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party, in no event shall Talk2U, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to the free Talk2U hereunder or $100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Talk2U has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

You understand and agree that, while Services meet all applicable laws in the USA, the Service may not meet licensing or other regulatory requirements in other locations. You agree that those who access or use the Service from other jurisdictions will do so at their own volition and are entirely responsible for compliance with all applicable the USA and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if You are a resident of a country embargoed, or are a foreign person or entity blocked or denied, as identified by embargo and sanctions lists maintained by the United Nations or the USA.

d. Third party services and data collection. Certain features, aspects, software products and services offered through the Services are provided, in whole or in part, by third parties (“Third-Party Services” as provided by “Third-Party Talk2Us”). In order to use Third-Party Services, you may be required to enter into additional terms and conditions with Third-Party Talk2Us. Our Terms & Conditions apply only to the Services, and not to the apps of any other person or entity, and your right to use such Third Party Software as part of the Services is subject to and governed by the terms and conditions of the third party license applicable to such Third-Party Services. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products or other materials on or available from such apps or resources. In the event of a conflict between the terms of these Terms & Conditions and the terms of such third party licenses, the terms of the third party licenses shall control with regard to your use of the relevant Third Party Service.

You further acknowledge and agree that a Third-Party Talk2U may collect and use certain information about you, which may include your personal information. Prior to providing information to any Third-Party Talk2U, you should review their privacy policy. If you do not understand or do not agree to the terms of a Third-Party Talk2U’s privacy policy, you should not use the related third-party services.

TALK2U DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM (I) YOUR USE OF OR RELIANCE ON, ANY CONTENT, ADVERTISEMENTS, PRODUCTS OR OTHER RESOURCES AVAILABLE ON ANY SUCH SERVICES OR RESOURCES (REGARDLESS OF WHETHER WE DIRECTLY OR INDIRECTLY LINK TO SUCH CONTENT, ADVERTISEMENTS, PRODUCTS OR OTHER RESOURCES) OR (II) YOUR INFORMATION COLLECTED OR USED BY THIRD-PARTY Talk2U.

8. MISCELLANEOUS

a. Affiliates and Third Parties. At the direction and sole discretion of Talk2U, affiliates of Talk2U (the “Talk2U Affiliates”) may perform certain tasks related to Talk2U’s obligations and rights under this Agreement, including, but not limited to, invoicing, payment, technical support, project management and/or sales support. You hereby consents to the Talk2U Affiliates' role. You further agree and acknowledge that Talk2U and You are the only parties to this Agreement, and that any action taken by Talk2U Affiliates in connection with the performance of Talk2U’s obligations under this Agreement will not give rise to any cause of action against the Talk2U Affiliates, regardless of the theory of recovery. Talk2U shall at all times retain full responsibility for Talk2U Affiliates’ compliance with the applicable terms and conditions of this Agreement. Talk2U will have the right to use third parties, including offshore entities who employ foreign nationals, as well as employees and contractors of Talk2U Affiliates and subsidiaries, who may also be foreign nationals (collectively, “Subcontractors”) in the performance of its obligations hereunder and, for purposes of these Talk2U Terms, all references to Talk2U or its employees will be deemed to include such Subcontractors. Talk2U will have the right to disclose Your Confidential Information to such third parties provided such third parties are subject to confidentiality obligations similar to those between Talk2U and You.

b. Notices. Any notice required under these Talk2U Terms shall be given in writing and shall be sent to 777 Brickell Ave Ste 1210, Miami, 33131, Florida, USA. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached.

c. Force Majeure. Talk2U will not be liable to Talker for any delay or failure of Talk2U to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Talk2U. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by You in providing required resources or support or performing any other requirements hereunder.

d. Modifications. The parties agree that if these Talk2U Terms were to be altered, amended or modified, Talk2U will inform You about the modifications via relevant communication channels such as our website, email and the product itself.

e. Governing Law and venues. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of the Services or these Terms & Conditions shall be filed only in the state or federal courts located in the State of Delaware and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

1. October 2021