Terms of Service
By subscribing to the iProTalk Service hereinafter referred to as
"the Service",
the Customer accepts to use it in compliance with the Terms of Service stated
below.
Whenever used in these Terms of Service, the following terms shall have
the meaning defined hereinafter. "Madison Touche" shall denote the
Service Provider; "the Customer" and/or ”you” shall refer to any
natural person or entity that uses the Service available on the website iProTalk.com.
A “media file” shall be construed and interpreted as an audio file.
Madison Touche provides the Customer with a tool for creating,
developing, uploading, recording and publishing audio on the Internet via your
account.
The Customer shall receive an HTML code or URL address to be used for publishing
media files.
Madison Touche declares and the Customer expressly agrees that due to
the data transfer requirements, the quality of a streamed media file might
differ from the original file. The
Customer realizes that the Service is provided on an "as is" basis.
1. Registration
1. The Service is provided to the registered user, hereinafter referred
to as "the Customer". The Customer is identified by a unique login
and password, hereinafter referred to as the "login details". The Customer is responsible for keeping the
secrecy of the login details.
2. On registration
to the Service, the Customer agrees to:
a) fill out the registration form with current, complete, and accurate
data;
b) maintain and promptly update their data to ensure that it is current,
complete and accurate;
c) choose an account type and a subscription plan;
d) pay in due time, all the fees accrued from the use of the Service;
e) comply with the following Terms of Service as well as the Madison
Touche Anti-Spam Policy, or their amended versions, and any other policy
developed, published and formulated by Madison Touche;
f) transmit through the Service only such materials that they have full
rights to use and publish on the Internet;
g) conform to the rules relating to the use of electronic means of
communication in force in the country of the Customer's residence, as well as
the
3. The Customer should acknowledge that they either act as a consumer or
conduct
a business activity and use the Service for the purposes of such a business.
The Customer is solely responsible for the content of their representation and
all results of any misrepresentation in that matter.
4. The Customer gives their expressed consent that, within the Service, Madison
Touche will provide the ability to transfer data up to a limit of 20GB a month.
5. The Customer
gives their express consent to receive commercial information about products
and services of Madison Touche.
6. Upon subscription to the Service, the Customer expressly agrees to
receive invoices issued by Madison Touche by electronic means of communication.
7. The Customer realizes that they are solely responsible for the
content of materials, which are streamed by means of the Service, and accepts
the fact that the Service is provided on an "as is" basis, without
guarantees of any kind.
8. The Customer realizes that they are solely responsible for any
actions or omissions related to personal data processing or sending out
electronic messages by means of the Service through their account.
9. The Customer
expressly agrees that the use of the Service is at their sole risk.
2. Prohibited Practices
1. The Customer is not allowed to use the Service to transmit any
material that, intentionally or unintentionally, violates any applicable local,
state, national or international laws, or any rules or regulations promulgated
hereinafter, or any copyrights or any other rights of a third party.
2. The Customer
agrees that the use of the Service is subject to all applicable national,
international, state, and local laws as well as any and all applicable
regulations, including the Terms of Service. Furthermore, the Customer agrees
that, as far as their business practices are concerned, they shall not engage in
and/or offer to sell any goods or services that:
a) are unlawful, threatening, abusive, harassing, defamatory, obscene,
libelous, slanderous, deceptive, fraudulent, invasive of another persons'
privacy, tortuous, or otherwise violate Madison Touche's rules or policies;
b) victimize, harass, degrade, or intimidate an individual or a group of
individuals on the basis of religion, gender, sexual orientation, race,
ethnicity, age, or disability;
c) associate any content streamed through the Service with pornography,
adult related material, child pornography, bigotry, racism, hatred, profanity,
mail fraud, or any material which may be insulting to another person or a
company;
d) infringe on any patent, trademark, trade secret, copyright, right of publicity,
or other proprietary right of any party, including, but not limited to,
unauthorized copying and posting of pictures, logos, software, articles,
musical works and videos;
e) contain harmful content, including, without limitation, software
viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other
files, software programs, or technology that is designed or intended to
disrupt, damage, surreptitiously intercept or expropriate services or any
system, program, data or personal information, or limit the functioning of any
software, hardware, or equipment or to damage or obtain unauthorized access to
any data or other information of any third party;
f) impersonate any person or entity, including any of our employees or
representatives;
g) violate any law, statute, ordinance, or regulation including, without
limitation, those governing consumer protection, Internet tobacco sales, unfair
competition, antidiscrimination or false advertising;
h) offer or disseminate fraudulent goods, services, schemes, or
promotions (e.g. make-money-fast schemes, chain letters, pyramid schemes) or
engage in any unfair deceptive act or practice;
i) are associated with any form of gambling or lottery type services;
j) are associated with any form of adult, sexually oriented, or obscene
materials or services, including without limitation, any material clearly
designed to sexually arouse the viewer/reader (e.g. books, text, photos,
videos, X-rated movies, pornographic materials, etc.), any materials which
require individuals to be eighteen (18) or older to view or purchase those
materials, escort services, and adult websites;
k) are associated
with the sale of:
(i) any controlled
drug that requires a prescription from a licensed practitioner; or
(ii) any
over-the-counter drug, or
(iii) nonprescription drugs;
l) are associated with illegal telecommunications or cable television
equipment, such as access cards, access card programmers and unloopers, cable
descramblers or filters;
m) are associated with weapons of any kind and related items, including
firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear
gas, stun guns, switchblade knives and martial arts weapons;
n) market for:
(i) nicotine, nicotine products, products imitating nicotine products,
symbols related to smoking or nicotine;
(ii) alcohol of any kind;
(iii) drugs of any kind, products related to drugs, symbols related to
drugs, the use of drugs of any kind;
(iv) medical services, medical aid, medical assistance, medicines;
(v) video lotteries, cylindrical games, card games, dicing, and
automated games;
o) use the Service to call on minors directly to purchase products or
services;
p) encourage minors to influence their parents or other persons with the
aim of impelling them to buy products or services marketed through the Service;
q) take advantage of minors' inexperience and credulity; exploit the
special trust minors have in their parents, teachers or other persons;
r) unreasonably show
minors in dangerous situations, or
s) use the Service
to affect the subconscious of a recipient.
3. The foregoing
list is non-exhaustive of prohibited goods and services.
4. Payments
1. The Customer is obliged to pay in due time all fees for the use of
the Service according to the chosen payment scheme and the general Terms of
Service.
2. The subscription payment includes the down-payment fee for (i) the
subscription to the chosen Service account, (ii) access to the media upload
tools, (iii) access to the phone call-collect tool for the voice recording,
(iv) access to the phone call-collect tool for the upload of testimonial
recordings, (v) hosting the media files in the account, and (vi) data transfer
limited to a bandwidth of up to 5GB a month.
3. The data transfer
shall be understood as the transfer of content from your account to a
recipient.
4. To transfer an amount of data exceeding the monthly limit of 5GB as
described in the subsection 2 VI above, the Customer pays an extra bandwidth
fee. The bandwidth fee is
calculated for each additional commenced 5GB of data transfer performed
monthly.
5. The Customer
agrees to pay the bandwidth fee on a monthly basis in arrears. This fee is due on
the 12th day following the last day of a monthly Service usage.
6. The Customer
agrees to pay the subscription payment as a recurring payment, per the agreed
payment plan. The amount of the recurring payment is based on the current price
list, which is presented on the Service website, at the time of registration to
the Service.
7. Access to the Service shall be provided to the Customer for a certain
period of time. Madison Touche reserves, at its sole discretion, the right to
change the fee for the Service subscription.
Upon a change, the new payment plan becomes valid starting from the
following payment due date. The Customer has the right to terminate this Agreement
because of the subscription plan change. To terminate this Agreement the Customer
is obligated to send Madison Touche a termination notice. A termination notice
should be received by Madison Touche within the time period between the date
when you received the new payment plan information and the due date; otherwise,
the new payment plan shall be deemed as agreed to.
8. You expressly
consent that Madison Touche is authorized to limit the data transfer in such a
case that
the total paid amount of data
transfer was consumed.
9. The bonus amount, which is the difference between the amount of the down-payment
and the recalculated payment, shall be kept by Madison Touche on account of the
following fees due to Madison Touche.
10. Where
appropriate, tax on goods and services (VAT) shall be added to the payment
price in accordance with currently effective rates. Upon receipt of each payment,
Madison Touche will issue an invoice for the Service. The Customer expressly
agrees to receive invoices issued by Madison Touche by electronic means of
communication.
11. Upon receiving the payment, Madison Touche sends an
email to the Customer, containing the payment confirmation receipt and an
invoice.
5. Technical Requirements
1. Upon uploading a media file to the Service account, its format may be
adjusted to the requirements of the Service. Such adjustment may influence the
video's quality or other file features.
2. Madison Touche
assures that the Service will work properly on Internet Explorer 6.0, or
higher, or Mozilla Firefox web browsers with plugins that allow Flash
technology. We assure and guarantee that media streamed from a previously uploaded
media file will work properly providing you successfully uploaded a file in a
recognizable format. You will
find a list of recognizable formats on the Service's website.
3. You expressly consent that the quality of a streamed media file might
differ from the quality of the original file.
4. We guarantee, and you recognize, that the Service will work properly
if you have a camera and/or a microphone and/or telephone that are recognized
by your computer and your browser Flash plug-in.
6. Customer Support Service
1. Madison Touche provides Customers with Email Customer Support.
2. You may address all questions, doubts, and report any issues to the
Customer Support Department via our web form. You should provide us with at least the account name
and/or your name, so we can investigate the matter and provide you with our
feedback. Madison Touche does not investigate or take any action based on
"anonymous" support requests.
3. We ensure that the Customer Support Department responds as soon as
practicable. Normally, the response shall be performed within two business days
of receiving a request.
7. Complaint Procedure
1. You
unconditionally accept that the Service is distributed on an "as is"
basis without warranties of any kind, either expressed or implied.
3. On complaint, you should provide at least the account name and/or
your name. We do not investigate or take any action based on
"anonymous" complaints. The Customer Support Department will
investigate the problem as soon as possible and inform you on how the issue
will be or has been processed. You
have the right to be informed about the progress of the matter. If a problem
with the Service occurs, Madison Touche assures to undertake all measures to
solve it as soon as possible.
4. Madison Touche stipulates and you acknowledge that we will not take
any action if your complaint refers to the fact that the Service does not
recognize your camera and/or microphone and/or telephone.
8. Customer Obligations
1. The Customer ensures with no exceptions the due application of the Terms
of Service and appropriate law provisions regarding the publishing of the
content on the Internet. Under no circumstances are you to undertake any
unlawful practices.
2. You should provide accurate and true registrant contact details and
keep such contact details up-to-date. If you provide any information that is untrue, inaccurate, not current
or incomplete, or we have reasonable grounds to suspect that such information
is untrue, inaccurate, not current or incomplete, Madison Touche has the right
to suspend or terminate your account and refuse any and all current or future
use of the Service.
3. You may not use
any hardware or software intended to damage or interfere with the proper and
timely functioning of the Service or to surreptitiously intercept any system,
data or personal information from our website, servers and/or the Service. You
may not take any action which imposes an unreasonable or disproportionately
large load on the website network or other Madison Touche service
infrastructure.
5. Madison Touche reserves, at its sole discretion, the right to refuse
access to the website, terminate accounts, remove or edit content, or cancel
orders in the event that the Customer was notified to be spamming or using the
Service or any other Madison Touche Services for illegal or expressly
prohibited practices, or if the Customer was found infringing on the Service or
any other Madison Touche websites or services.
6. Madison Touche reserves the right to refuse any and all, current or
future, use of the Service to the Customer who intentionally or maliciously
evades the obligations stated in these general Terms of Service, or arising
from custom and other good commercial practices on the Internet.
7. Madison Touche
reserves the right to issue a warning should the Customer be found spamming or
using the Service for any abusive or illegal practices. Appropriate
action, such as disabling the Customer's account, terminating the Service,
and/or reporting the Customer and the incident to the appropriate authorities
shall be taken immediately should the Customer appear to perform or be
performing such practices, despite the explicit warning.
9. Copyright
1. The Service
software and all content included on our website, such as text, graphics,
logos, button icons, images, audio clips and video tutorials, are the property
of Madison Touche or its content suppliers and protected by Polish, U.S. and
international copyright laws.
2. No part of the
Service website may be reproduced or transmitted in any form or by any means
without written permission from Madison Touche.
10. Trademarks
1. Madison Touche, iprotalk.com, iProTalk, www.iprotalk.com are
trademarks of Szymon Grabowski and Madison Touche in the
2. Trademarks of Szymon Grabowski and Madison Touche may not be used in
conjunction with other companies' products or services in any manner that may
cause confusion among customers and potential customers, or in any manner
that discredits Madison Touche, its products and services.
11. Disclaimer of Warranties.
Limitation of Liabilities
1. Madison Touche does not guarantee any minimum response time, nor
deliverability time in connection with the performance of the Service.
2. All relevant files on the Madison Touche server, including those
containing Customers’ personal data and information stored and processed on Madison
Touche servers through the Service, are backed up and stored in a fire and
theft protected location which is separate from the location of Madison Touche
servers.
3.
4. For breach or default by Madison Touche of any of the provisions of
these Terms of Service, Madison Touche's entire liability, regardless of the
form of action, whether based on contract or tort, including negligence, and
including the furnishing, the failure to furnish or the quality of any Service,
shall in no event exceed in the aggregate the amount paid by the Customer for
the Service that is the subject of a claim in one month immediately preceding
the date the Customer notifies Madison Touche of such a claim, or in the
aggregate, in respect of all claims under or related to the services provided
by Madison Touche to the Customer.
6. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL
APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND OR CLAIM BY THE
CUSTOMER, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, TORT,
STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL
BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT.
7. Madison Touche shall not be responsible or liable for any loss,
damage
or inconvenience suffered by the Customer or by any third person, to the
extent that such loss, damage or inconvenience is caused by the failure of the Customer
to comply with their obligations under these Terms of Service.
8. Madison Touche is
not responsible for any delay or failure in performance due to Force Majeure or
other occurrences that are beyond Madison Touche's reasonable control. Madison Touche is
not responsible for short, temporary and accidental suspension of the Service,
as the result of circumstances which Madison Touche could not foresee or
suspect.
9. The Customer
recognizes that Madison Touche does not own or control other networks,
information and systems outside of its own network, nor is Madison Touche
responsible for performance or non-performance within such networks. Madison Touche
exercises no control over and specifically denies any responsibility for the
content, information, accuracy or quality of the information and/or data
passing through its network or the Service provided.
10. Madison Touche may, at its sole discretion and without liability,
change or modify the features and functionalities of the Service or modify or
replace any provided equipment, or software used to deliver the Service,
provided that this does not have a material adverse effect on the Service.
11. Madison Touche
may perform scheduled or emergency maintenance (including temporary suspension
of the Service if necessary) to maintain or modify the Service without previous
notice given to the Customer. Madison Touche will give the Customer such notice of
the maintenance as it is reasonably practicable in the circumstances, provided
that, in the event of scheduled maintenance that would last for more than one
day, Madison Touche will use reasonable efforts to give the Customer at least
one day's notice. Scheduled
maintenance will be carried out with an aim to minimize business interruption.
12. The Customer acknowledges that the use of the Service is at the Customer's
sole risk and Madison Touche is in no way responsible for the conduct of the
Customer and/or the content of messages sent through using the Service. The Customer hereby indemnifies, and holds
harmless, Madison Touche and its officers, directors, employees and agents from
and against all claims, proceedings, liabilities, actions, suits, judgments and
orders for any indirect, incidental, special, punitive or consequential damage
to any person or entity resulting from the use or misuse of the Service,
including but not limited to the willful misconduct or negligent acts or
omissions of the Customer or the Customer's officers, agents, employees or
subcontractors. Madison Touche shall notify the Customer as soon as reasonably practical
of any such claim, demand or cause of action for which Madison Touche will require
such indemnification from the Customer. Madison Touche will provide the Customer
with reasonable information and assistance to defend such a claim, demand, or
cause of action.
13. Madison Touche
shall not be responsible for the quality of media received by the final
recipient.
12. Termination of the Service
Agreement
1. The Customer may terminate the Service at any time with effect from the
day in which the paid subscription to the Service expires.
2. Unless expressly or explicitly mentioned in these Terms of Service,
the Customer shall not be entitled to any partial or whole reimbursement of any
fees or payments already paid or due according to Section 4 of these Terms of
Service.
3. If the Customer wishes to terminate the Service, they are required to
send a cancellation request to the Billing Department through the web form, and
provide at least the account name and their email address, no later than two
business days prior to the recurring date.
4. Madison Touche reserves, at its sole discretion, the right to
terminate the Service in the event of not receiving a due payment or a
recurring payment.
5. Madison Touche reserves, at its sole discretion, the right to
instantly terminate the Service in the event (i) that the Customer is found to
be using Madison Touche services for spam activities or (ii) of other abusive
or illegal practices as mentioned in Section 3 above, or (iii) that the
Customer does not conform to any of the obligations as they are referred to in
Section 2 above. Madison Touche reserves at its sole discretion the right to
terminate the Service in the event of receiving an independent verification
that the Customer provided grossly inaccurate, unreliable or false registrant
contact details, or failed to keep such contact details up-to-date.
7. Any down-payment made by the Customer will not be re-calculated. The
Customer shall not have any right for reimbursement of the sum paid nor any
part of such a sum. Madison Touche will not perform any recalculation of the down-payment
amounts.
13. Final Provisions
1. The illegality, invalidity or unenforceability of any provision of
these general Terms of Service shall not affect the legality, validity and
enforceability of any other provisions hereof.
2. It is also understood and agreed by the parties that if any provision
of these Terms of Service is prohibited or is unenforceable under the law of
any government having jurisdiction, (i) such invalid or unenforceable provision
will be modified to the extent necessary to render it valid and enforceable
without altering its intent, or (ii) if such modification is not possible, these
Terms of Service will be construed as if such invalid or unenforceable
provision had never been contained in these Terms of Service.
3. Madison Touche reserves the right to modify, add or delete any
documents, information, graphics or other content appearing on or in connection
with the iProTalk.comwebsite, including these Terms of Service, at any time
without prior notice. The Customer agrees that their continued use of the
Service after such an update will constitute their acceptance of an agreement to
be bound by the updated Terms of Service. The most current version of the Terms
of Service is available at any time on the Madison Touche website.
4. This Service shall be interpreted and construed according to, and
governed by, the laws of the
5. The law of the
Republic of Poland and Polish Court shall be the governing jurisdiction.