Terms of Service (2023.09.15)

These terms of service (i) govern your access to and use of our website, (ii) your access to and use of our Application, (iii) your rights to access and use our services, including your legal rights, fees, and important information contained on our website. The term "Talked platform" refers collectively to the website, Application, and other services. By accessing or using the Talked platform, you agree to abide by these terms and to establish a legally binding agreement with Talked. Some portions of the Talked platform may be subject to additional terms, standards, guidelines, or policies that may require your agreement. If there is a conflict or inconsistency between these terms and an additional term or condition, the additional term or condition shall prevail.

In this agreement, you may be referred to as "you" or "your." If you do not agree with these terms, you may not use the service. These terms are made in electronic form, and this is your agreement to the use of your electronic signature to legally establish contracts and agreements between you and Talked.

You may review and agree to our Privacy Policy at https://www.talked.mn/privacy, which governs the collection, use, and disclosure of your personal information. If we (i) provide you with instructions on how to comply with applicable laws, (ii) implement the terms and conditions of the service or other policies (as specified below), (iii) obtain your consent to access or use the services, (iv) protect our rights, name, property, or other users, or (v) as required by law or by a court, government, or regulatory agency, we may disclose your information.

If you do not agree with these terms or are unable to comply with them, please refrain from using the Talked platform.

 1. Definitions

Application: The interface designed for mobile phones, tablets, and other portable devices bearing the name "talked."

Talked, we, our, or the company: Refers to Talked Edtech LLC and the services provided to users.

Talked Content: Content created or approved by Talked for use in the application and made available to users.

Talked Product: The talked application developed by Talked Edtech LLC, available at www.talked.mn.

User Content: Text, images, music, videos, and other materials submitted, posted, stored, or otherwise made available by users through their own accounts.

Website: Refers to Talked's website, www.talked.mn.

Student: A user who consumes the services of the Teacher.

Teacher: A user who provides teaching services to Learners.

Teacher Service: All services offered by the Teacher as defined in the Teacher Agreement.

2. Relationship

The Talked platform is an online educational space where registered users have the opportunity to connect with each other. Talked does not act as an intermediary, broker, or agent between teachers and students. Talked does not assume any responsibility for the actions or services of any teacher, student, or user, and it disclaims all liability within the limits prescribed by law. If you choose to engage with a teacher on the Talked platform, you do so as an independent user and not as an employee, contractor, partner, associate, or affiliate of Talked. You represent that you are solely responsible for your interactions and engagements on the Talked platform.

If you select to engage as a teacher on the Talked platform, you understand and agree that you are not an employee, agent, or representative of Talked. You may only use the Talked name and branding to represent your own name and the educational services you offer. Talked is not responsible for your profile, courses, or any other content you upload or share on the platform. Any issues related to your interactions with other users or the services you offer are your sole responsibility, and you will not hold Talked liable.

For users, you agree not to use Talked's intellectual property, trademarks, or any other proprietary information without proper authorization. You may not copy, modify, transmit, create any derivative works, or reproduce, display, distribute, or otherwise use any of Talked's materials or content without obtaining prior written consent.

3. Modifications

Talked reserves the right to modify the terms and conditions of the Talked platform, at its sole discretion and without prior notice. By using the Talked platform, you agree to abide by these modified terms and conditions. In the event of changes to these terms and conditions, we may notify you through the website, Application, or by any other means, and you agree to accept these revised terms.

Additionally, we may update the "Last Modified" date located at the top of these terms to reflect the date of the last modification. By continuing to access or use the Talked platform following any modifications, you are bound by the updated terms. If you do not agree with the changes, you may choose to discontinue using the platform.

We retain the right to modify or discontinue the Talked platform without any liability to you. If there are modifications to the terms and conditions, you may be required to re-accept the revised terms to continue using the platform.

Failure to agree to any changes in the terms and conditions may result in your inability to use the Talked platform.

4. Eligibility

The Talked platform is available for use only by individuals who are 18 years of age or older and have the legal capacity to enter into binding contracts as per applicable laws.

We register each teacher with due diligence and good faith. However, this registration does not imply endorsement or verification of a teacher's professional qualifications, personal background, or other capabilities. When interacting with other users, you must exercise caution and maintain your personal safety, including but not limited to privacy and property.

Talked shall not be liable for any actions of users on the internet or in the physical world. Using the Talked platform is at your own risk, and Talked shall not be held responsible for any consequences arising from its use.

If you do not agree with the above terms and conditions, you should refrain from using the Talked platform.

5. Services

5.1. Talked Services

Within the Talked platform, the following services are provided:

5.1.1. Connectivity Services: Talked allows users to upload, send, store, receive, and share content related to educational purposes. Users can perform searches, connect, select, and access resources, lessons, and teacher services. Teachers can present their qualifications, respond to inquiries, and offer their teaching services to students (collectively referred to as "Connectivity Services"). For uninterrupted use of Connectivity Services, Talked facilitates connections only between users, including students and teachers, to enable them to find each other, establish a connection, and create opportunities for educational engagement.

5.1.2. Teacher Services: Teachers may offer specific educational services through the Talked platform. If you are accepted as a Teacher, you agree to Talked's Teacher Policy. All Users hereby acknowledge that Teacher Services are solely provided by Teachers and are not provided by Talked. Talked's responsibility regarding Teacher Services is limited to facilitating the availability of the Talked Platform.

6. Registration

Creating an Account

To utilize the services offered on the Talked platform, you are required to create an account on the Talked platform.

When creating your Talked account, it is mandatory to provide accurate information, including your phone number, and other necessary details. You must not create an account for anyone other than yourself or use someone else's phone number or other information. You may not have more than one (1) Talked account, and you may not create or use an account on behalf of someone else or a business entity or other organization unless you are authorized to do so. Talked reserves the right to suspend, terminate, and refuse access to your account and the use of the Talked platform if you provide false, inaccurate, outdated, or incomplete information.

When creating your Talked account, you are solely responsible for your username and password. Your username must not violate any laws, regulations, or the rights of others, and Talked reserves the right to reclaim, change, or require you to change your username if it violates these terms or is misleading, offensive, or infringing on someone else's intellectual property rights.

YOU ARE SOLELY RESPONSIBLE FOR YOUR TALKED ACCOUNT INFORMATION, INCLUDING YOUR USERNAME AND PASSWORD, AND TALKED WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR FAILURE TO SAFEGUARD YOUR ACCOUNT INFORMATION. YOU AGREE TO NOTIFY TALKED IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR TALKED ACCOUNT, USERNAME, OR PASSWORD, OR ANY OTHER BREACH OF SECURITY.

If you do not agree to these terms and conditions, please refrain from creating a Talked account.

7. Ownership

All content created and used on the Talked platform is the property of Talked or Talked's users. A Talked user is the owner of the content they create on the Talked platform. Talked retains the ownership of the visual interfaces, functionality, graphics, design, compilation, code, products, user ratings, and other platform components.

Talked holds rights to the content and Talked platform-related global rights, title, trade, service marks, trade names, other intellectual property rights, as well as any rights to registration or applications for registration thereof, whether in the United States or any other part of the world. These include but are not limited to user-generated content, trademarks, service marks, trade names, and other proprietary rights of Talked.

Here, in explicit terms, Talked does not grant you any right, title, interest, or any kind of ownership in the content or the Talked platform. In cases other than explicitly defined here, we reserve all rights not granted to you. Talked EdTech LLC shall own all rights, title, and interest in and to the content created or used on the Talked platform, including any intellectual property rights therein.

8. User Content

We allow you to post, upload, publish, submit, store, send, receive, or share user-generated content on the Talked platform. By using the Talked platform, you agree that you have the necessary permissions to use your content as described herein. You can upload, publish, submit, store, send, receive, or share your content on the Talked platform provided that your actions comply with these Terms and any applicable laws and regulations.

Talked does not claim ownership of your content, but you grant Talked and its affiliated companies a worldwide, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, irrevocable license to use, reproduce, adapt, modify, distribute, publish, translate, create derivative works from, publicly perform, and publicly display your content in connection with providing and promoting the Talked platform.

You are responsible for your use of the Talked platform and the user-generated content you provide. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any content you submit.

If you are a teacher on the Talked platform, you may share user-generated content with your students.

Talked may enforce these rights independently or on behalf of affiliated companies and third parties. This license will continue even if you stop using the Talked platform.

Talked respects copyright law and expects its users to do the same. If you believe that any content on the Talked platform infringes your copyrights, please notify us immediately. We take copyright infringement seriously and will take appropriate action to address such concerns.

9. Limitations

9.1. We have no obligation to enforce the Talked Agreement on your behalf against another user. While we encourage you to report any violations of the Talked Agreement by another user, we retain the right to investigate and take necessary actions at our sole discretion.

9.2. Prohibited Use

You agree not to use the Talked platform for the following purposes:

9.2.1. Infringing on the rights of any user or third party, including but not limited to privacy rights, intellectual property rights, patents, trade secrets, copyrights, trademarks, or any other proprietary rights.

9.2.2. Uploading, posting, transmitting, or otherwise making available any content that is unlawful, defamatory, obscene, offensive, violent, harmful, or otherwise objectionable.

9.2.3. Soliciting personal information from minors, stalking, or harassing any individual, or engaging in any predatory behavior.

9.2.4. Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.

9.2.5. Using the Talked platform for any business or commercial purpose, unless expressly permitted by Talked in writing or through the platform.

9.2.6. Sending unsolicited emails, surveys, or other messages to multiple users, spamming, or otherwise interfering with the search results or any user's experience on the Talked platform, or the search results or other content on any other website, app, or platform.

9.2.7. Violating any applicable laws or regulations, or encouraging or promoting any illegal activity.

9.3. Additional Restrictions

You also agree not to:

9.3.1. Override or circumvent the terms of this Agreement.

9.3.2. Remove, alter, or conceal any copyright, trademark, patent, or other proprietary rights notices contained in or on the Talked platform or any content you upload or submit.

9.3.3. Use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of the Talked platform or its content.

9.3.4. Develop or implement any third-party applications that interact with the Talked platform without our prior written consent.

9.3.5. Use the Talked platform in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of the Talked platform or negatively affects other users' ability to use the platform.

9.3.6. Attempt to hack, destabilize, or compromise the security or integrity of the Talked platform, any user's account, or any connected computer system, network, or third-party service.

9.3.7. Request or use another user's login credentials or create a false identity on the Talked platform.

9.3.8. Remove, alter, or disable any functionality or feature of the Talked platform, or otherwise attempt to modify the platform.

9.3.9. Distribute any computer viruses, worms, or any software intended to damage or alter a computer system, network, or data.

9.3.10. Gain unauthorized access to the Talked platform, accounts, computer systems, or networks by any means.

9.3.11. Use the Talked platform for any purpose other than its intended use or in violation of any applicable laws or regulations.

9.3.12. Encourage or facilitate any of the above actions.

These restrictions apply to the fullest extent of applicable laws and regulations. Additionally, Talked reserves the right to take legal action against any violations of these restrictions, even if not expressly mentioned in this Agreement. Talked shall have the right to enforce these terms, including but not limited to terminating your account and preventing you from using or accessing the Talked platform or any part thereof.

10. Links

The Talked platform may contain links to third-party websites or resources. Talked makes no representations or warranties regarding the accuracy, reliability, or legality of the content, products, services, or the overall condition of such third-party websites or resources. These websites or resources may offer content, products, or services that are provided or supported in any way by third parties, and the use of such websites or resources is entirely at your own risk. You acknowledge and agree that Talked is not responsible or liable for any damages or losses caused or alleged to be caused by the use of any such third-party websites or resources.

Additionally, any links to third-party websites, resources, content, products, or services do not imply endorsement or approval by Talked. You are solely responsible for assessing and assuming all risks associated with your use of third-party websites or resources.

11. Enforcement of Talked Terms and Conditions

We may take various enforcement actions if we have reason to believe that you have violated or acted inconsistently with the letter or spirit of these Talked Terms and Conditions or if you have infringed upon our rights or those of a third party in connection with your use of the Talked platform. Without limiting our other remedies, we reserve the right to suspend, cancel, or terminate your Talked account, suspend your access to specific areas of the Talked platform, freeze or forfeit your Talked Credits (as defined in the Payment Policy), and/or ban you from the Talked platform entirely, without any notice or liability, if:

(a) You breach any terms and conditions outlined in these Talked Terms and Conditions or any other written policies and procedures posted on the Talked platform, including but not limited to Talked Policies;

(b) We are unable to verify or authenticate any information you provide to us; or

(c) We have reason to believe that your actions may result in legal liability for you, our members, or for Talked.

Once your account is suspended or terminated, you may not attempt to use the Talked platform under a different Talked account or create a new Talked account. This prohibition extends to the use of any associated Payment Services. Furthermore, violations of these Talked Terms and Conditions may lead to legal prosecution to the fullest extent of the law and may result in additional penalties and sanctions.

If you engage in actions or activities that circumvent the Talked platform or attempt to reduce service fees owed or paid to Talked under these Talked Terms and Conditions, you will be responsible for the full amount of the service fees due, and you may be subject to additional sanctions, including but not limited to the suspension or termination of your Talked account.

Talked reserves the right to terminate any member or project for any reason, at our sole discretion, and to refuse registration and membership to you in the future. If your membership is canceled, you may lose access to data, messages, files, and other materials you have stored on the Talked platform.

12. Disclaimer

The Talked platform provided by Talked and the services provided by Talked, any of our teachers are provided on an "as is," and as available basis, without warranty, and "with all faults", with the express understanding that Talked might not monitor, control or vet member content or any content from third party. In no event shall Talked be responsible for any claims that may arise between teachers and students. You are responsible for assessing the suitability, accuracy, and quality of any services offered by teachers on the platform. Talked does not guarantee the truthfulness or accuracy of information, the quality of services, or the validity of any claims made on the platform.

Should you choose to engage with a teacher on the Talked platform for educational purposes, you do so at your own risk. Talked assumes no responsibility for the conduct, actions, or omissions of teachers, students, or other users on the platform.

13. Limitation of Liability

Under no circumstances shall Talked or Talked Platform instructors be liable to you or third-party claimants for any direct, indirect, incidental, consequential, special, or exemplary damages arising out of or related to your use of the Talked platform. This includes, but is not limited to, any loss of data or loss of profits, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not Talked has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

In any event, the total liability of Talked and its instructors to you or any third-party claimant for any claim arising out of or relating to these Terms or your use of the Talked platform shall not exceed (A) MNT100,000 or (B) the aggregate amount of service charges actually collected by us from you for the services to which the liability relates during the six (6) month period immediately preceding the determination of such liability.the total fees paid by you to Talked for the service giving rise to the liability in the six months preceding the event giving rise to the claim, whichever is greater.

14. Suspension, Termination or Cancellation

14.1. Self-Termination

You may terminate this agreement by deleting your account on the Talked platform and ceasing to use the Talked application.

14.2. Termination by Talked

We reserve the right to terminate your account for any reason, with or without prior notice, including but not limited to the following reasons: (a) you have violated any of the terms and conditions specified in Section 12 (Limitations); or (b) you have been inactive on the Talked platform for more than twelve (12) consecutive months as we have observed. If you violate these terms, you may lose all rights associated with your Talked platform account. We may impose such termination without limitation, including, but not limited to, restricting your access to the platform, freezing or confiscating your Talked Credits, and taking legal action against you.

14.3. Survival of Agreement

Termination of this agreement by Talked or by you shall not affect the following sections' continued operation: Section 7 (Ownership), Section 9 (Limitations), Section 10 (Links), Section 11 (Enforcement of Terms), Section 12 (Notices), Section 13 (Limitation of Liability), Section 14 (Termination and Deletion), Section 15 (Disclaimer), Section 16 (Indemnification), Section 17 (Communications), Section 18 (Governing Law), Section 19 (Arbitration), Section 20 (Feedback), Section 21 (General Provisions).

15. Entire Agreement

Except for instances where they are complemented by additional Talked policies, guidelines, standards, or terms related to particular products, features, services, or offerings, these Talked Terms, combined with Talked Policies, establish the complete and exclusive comprehension and contract between Talked and yourself concerning the subject matter outlined herein. This document supersedes any prior oral or written agreements or understandings between Talked and yourself regarding your utilization of the Talked Platform.

16. Assignment

You are prohibited from transferring the rights and obligations outlined in this agreement to third parties without prior written consent from Talked. In any case where you transfer this agreement to third parties without Talked's written consent, the transfer will be deemed null and void. Talked holds the right to transfer this agreement and its obligations at its discretion. The terms and conditions of this agreement are binding on successors, representatives, and authorized agents, as well as legal heirs of the parties involved.

17. Notices

Talked may send notifications to you through the Talked platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. By receiving notifications through the Talked platform, you acknowledge that you have received the notification. It is your responsibility to regularly check for notifications on the Talked platform.

You may address changes related to this agreement that are associated with Talked's terms and conditions to the following address:

Mongolia, Ulaanbaatar, Bayangol district,

26th Khoroo, Engels Street, 21, 2301

Talked Edtech LLC

18. Governing Law

Any disputes arising from the Talked platform or these terms and conditions, not resolved through negotiation or other means specified in this agreement, shall be governed by and construed in accordance with the laws of Mongolia, without regard to its conflict of law principles.

19. Dispute Resolution

19.1. Informal Dispute Resolution

Talked platform and all kinds of disputes, complaints related to these terms and conditions shall be resolved through arbitration by the users of Talked customer services. Most Disputes are quickly resolved in this manner to our users’ satisfaction. This can be an initial step before filing a lawsuit or proceeding to arbitration. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

19.2. Dispute Resolution

Once the informal dispute resolution process described in section 19.1 has been initiated, if no resolution has been reached within thirty (30) days from the date the dispute was referred for informal dispute resolution, either you or Talked may submit the matter to binding arbitration as described in this section. The arbitration shall be held in Mongolia by the Mongolian Arbitration Association ("MAA"). The arbitrator shall be one (1) person. The arbitration shall be conducted in English or Mongolian. The arbitration shall be conducted in accordance with the rules of the MAA in effect at the time of filing of the arbitration, except as they may be supplemented by the rules in this section.

20. Feedback

By submitting any feedback, proposal, document, or suggestion ("Feedback") to us, you (i) acknowledge that your Feedback does not contain confidential or proprietary information of third parties, (ii) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) acknowledge that we may have something similar to the Feedback already under consideration or in development, and (iv) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, sublicense, and otherwise exploit the Feedback without restriction.

21. General

The failure of the parties to enforce any right or provision as set forth in these terms and conditions shall not be construed as a waiver of the right to enforce such provisions in the future. Any waiver of rights or provisions must be made in writing and signed by authorized representatives of the parties involved to be considered valid.

The exercise of any remedies by either party under these terms and conditions shall not prejudice or limit their other remedies available under these terms and conditions or otherwise. In the event that any provision of these terms and conditions is found to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law, and all other provisions of these terms and conditions shall remain in full force and effect.

22. Contacting Customer Support

If you have any questions about this agreement or would like to request assistance, please contact customer support in the following ways:

Email: [email protected]