Please read these terms of service very carefully before registering for the Taliware web site and Service.
These terms of service (“Agreement”) govern you accessing content and using www.taliware.com and its
affiliate’s web sites and mobile applications. This Agreement between you (“you”) and Taliware, is subject
to change by us as described below. By clicking the “I Accept” button, checkbox, or other mechanism to
signal assent, or by using the Site, you (i) accept this Agreement; (ii) agree to be bound by these terms and
conditions; and (iii) have entered into a binding agreement between you and Taliware.
1. This web site and any mobile application (collectively the “Site”) is owned and operated by Taliware,
Inc. (referred to as “Taliware” herein). The Site and its content (“Content”) and the Taliware Cordoba
Photo App service (“Service”) may only be accessed in accordance with this Agreement. Any
violation of the copyright in the Content or these terms and conditions may be enforced by Taliware or
the copyright owner to the fullest extent allowed by law.
2. You acknowledge and agree that Taliware may stop (permanently or temporarily) providing the
Services (or any features within the Services) to you or to users generally at Taliware’s sole discretion,
without prior notice to you. You may stop using the Services at any time. You do not need to
specifically inform Taliware when you stop using the Services. You acknowledge and agree that if
Taliware disables access to your account, you may be prevented from accessing the Services, your
account details or any files or other materials which is contained in your account.
3. You agree not to access (or attempt to access) any of the Services by any means other than through the
interface that is provided by Taliware, unless you have been specifically allowed to do so in a separate
agreement with Taliware. You agree that you will not engage in any activity that interferes with or
disrupts the Services (or the servers and networks which are connected to the Services). Unless you
have been specifically permitted to do so in a separate agreement with Taliware, you agree that you
will not reproduce, duplicate, copy, sell, trade, or resell the Services for any purpose. You agree that
you are solely responsible for (and that Taliware has no responsibility to you or to any third party for)
any breach of your obligations under this Agreement and for the consequences (including any loss or
damage which Taliware may suffer) of any such breach.
4. Taliware does not charge for access using its mobile application; however, your carrier rates will
apply, such as fees for text messaging and data charges. You hereby acknowledge, agree, and provide
consent in order for users to sync any device with your information.
5. You understand that all information (such as data files, written text, computer software, music, audio
files or other sounds, photographs, videos, or other images) which you may have access to as part of,
or through your use of, the Services are the sole responsibility of the person from whom such materials
originated, which may be you.
6. Taliware reserves all rights not specifically granted herein. You shall not modify any copyright
notices, proprietary legends, any trademark and service mark attributions, any patent markings, and
other indicia of ownership on the Content or other materials accessed through the Service. The
delivery of, and license to, the Content and/or access to third party materials does not transfer to you
any commercial or promotional use rights in the Content or any portion thereof. Any use of Content,
or descriptions; any derivative use of this Site or its materials; and any use of data mining, robots, or
similar data gathering, and extraction tools is strictly prohibited. In no event shall the user frame any
portion of the Site, or any materials contained therein.
7. While Taliware uses reasonable efforts to include accurate and up-to-date information on the Site,
Taliware makes no warranties or representations as to its accuracy. Taliware assumes no liability or
responsibility for any errors or representations in the Content or this Site.
8. The Site may contain links to other sites on the Internet which are owned and operated by third party
vendors and other third parties (the “External Sites”). You acknowledge that Taliware is not
responsible for the availability of, or the materials located on or through, any External Sites. You
should contact the site administrator or webmaster for those External Sites if you have any concerns
regarding such links or the materials located on such External Sites.
9. You and other users of the Site may post comments, reviews, and other materials and submit
suggestions, ideas, or other information. You are solely responsible for your conduct and any content
that you submit, post, and display on the Site. You may not post materials or content that contains any
unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content or
content which is racially, ethnically, or otherwise objectionable, or which infringes upon the rights of
any third party. You acknowledge that by accessing the Site, you may come into contact with content
that you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that
Taliware shall have no liability to you for the content including, but not limited to explicit language
and other potentially offensive material. You agree to not impersonate any person or communicate
under a false name or a name the user is not entitled or authorized to use. Taliware has the right (but
not the obligation) to remove, prohibit, edit, or discontinue any content on the Site, including content
that has been posted by users.
10. If you post content or submit material, unless such content or material submittal is subject to separate
terms and conditions, Taliware shall own such content and material and you hereby assign any rights
in such content and material to Taliware. In the event ownership in the content or material cannot be
granted to Taliware, you grant Taliware and its affiliates a perpetual, irrevocable, worldwide, royalty-
free, non-exclusive, sublicensable right and license to make, use, sell, sublicense, reproduce, distribute,
perform, display, prepare derivative works from and otherwise exploit all such content and material as
if it were the full owner thereof. Furthermore, you grant Taliware, its affiliates, and sublicensees the
right to use your name and/or username in connection with the content. You represent and warrant that
all content and materials you provide: (a) shall be your original work product and will not be based on,
or derived from, the proprietary information or items of a third party; and (b) shall comply with all
content restrictions set forth in this Agreement. Furthermore, you represent and warrant that your use
of the Service in connection with any Content or third-party content complies with all laws including,
but not limited to, United States copyright law. You will defend, indemnify, and hold Taliware and its
affiliates harmless from and against any claims resulting from any content or materials you provide
hereunder or your use of the Service.
11. At your discretion, you may provide feedback to Taliware concerning the functionality and
performance of the Service from time to time, including, without limitation, identifying potential
errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your
evaluation or otherwise, suggests any Feedback, you hereby assign the ownership in all Feedback to
Taliware. In the event ownership in the Feedback cannot be granted to Taliware, you grant Taliware at
no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce,
disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. You
agree that Taliware may disclose that Feedback to any third party in any manner and you agree that
Taliware has the ability to sublicense all Feedback in any form to any third party without restriction.
12. The Site may contain areas in which additional terms and conditions apply. For purposes of the use of
such areas, in the event of a conflict between the terms and conditions of such other areas and these
Terms and Conditions, the terms and conditions of the other area shall prevail. Taliware may at any
time revise these Terms and Conditions by updating this posting. You are bound by any such revisions
and should therefore periodically visit this page to review the current Terms and Conditions to which
you are bound.
13. You shall not transmit to Taliware or upload to this Site any Harmful Code or use or misappropriate
the data on this Site for your own commercial gain. “Harmful Code” shall mean any software
(sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead
devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally
designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise
impede in any manner, any data, storage media, program, system, equipment or communication, based
on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding
a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other
numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such
result; or (c) would enable an unauthorized person to access another person’s information without such
other person’s knowledge and permission.
14. You may not use your username and password for any unauthorized purpose.
15. Taliware may retain and use, information collected in your use of the Service, provided such
information does not individually identify you. Taliware may collect, use, and share your personal
information in accordance with its Privacy Policy.
16. Taliware does not knowingly collect any information from anyone who we know to be under the age
of 13. If you are under the age of 18, you should use this website only with the involvement of a parent
or guardian and should not submit any personal information to Taliware. If Taliware discovers that a
person under the age of 13 has provided Taliware with any personal information, Taliware will use
commercially reasonable efforts to delete such person's personal information from all Taliware
systems.
17. Taliware may terminate your access to our Site or the Service for any reason at any time. The
provisions that by their nature are designed to survive termination or expiration of this Agreement shall
survive termination or expiration of this Agreement or your access to our Site or Service.
18. By using this Site, you signify your assent to these terms of use and agree to comply with all applicable
laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws
and other laws regarding intellectual property. If you do not agree to these terms of use, please do not
use the Site.
19. The materials on this Site are provided with “Restricted Rights.” Use, duplication, or disclosure by the
Government is subject to restrictions as set forth in applicable laws and regulations. Use of the
materials by the Government constitutes acknowledgment of Taliware’s proprietary rights in them.
20. THE MATERIALS, CONTENT ON THIS SITE AND SERVICES ARE PROVIDED “AS IS”, “AS
AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.
TALIWARE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT,
MATERIALS POSTED ON THE SITE OR SERVICES. TALIWARE MAKES NO GUARANTEES
AS TO UPTIME OR AVAILABILITY OF THE SERVICE. TO THE FULLEST EXTENT
POSSIBLE PURSUANT TO THE APPLICABLE LAW, TALIWARE DISCLAIMS ALL
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS. THE SERVICE MAY BE
SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF
THE INTERNET AND ELECTRONIC COMMUNICATIONS. TALIWARE IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE
RESULTING FROM SUCH PROBLEMS, INCLUDING INTERNET CONGESTION, VIRUS
ATTACKS, AND DENIAL OF SERVICE (DOS) ATTACKS.
21. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL
TALIWARE OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED
TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE,
THE MATERIALS ON THIS SITE OR THE SERVICE, EVEN IF TALIWARE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. TALIWARE’S AND ITS LICENSORS’
ENTIRE AND AGGREGATE LIABILITY, WHETHER BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED
$100, EVEN IF TALIWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IF
YOUR USE OF MATERIALS FROM THIS SITE OR THE SERVICE RESULTS IN THE NEED
FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME
ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU.
22. You shall not assign or transfer this Agreement without the prior written consent of Taliware. Any
attempt to assign or transfer this Agreement by you shall be void.
23. The laws of the State of California, excluding its conflicts of law rules, govern this Agreement and
your use of the Site. Notwithstanding the foregoing, the Arbitration Agreement in Section 30 shall be
governed by the Federal Arbitration Act. For the avoidance of doubt, the choice of California
governing law shall not supersede any mandatory consumer protection legislation in such jurisdictions.
24. Taliware shall not be liable to you for any delay or failure of Taliware to perform its obligations
hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of
Taliware. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity
or other utilities, labor strike, or delays by you in performing any requirements hereunder.
25. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or
prior course of dealing not made a part of the Agreement by its express terms.
26. Each provision of this Agreement is a separately enforceable provision. If any provision of this
Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed
to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its
terms as modified by such reformation. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity of this Agreement as a whole and any such provision should be
enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under
applicable law.
27. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise
any election or option provided herein, or to require at any time the performance of the other of any of
the provisions herein will not in any way be construed as a waiver of such provisions. No failure or
delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
28. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation
involving the enforcement or interpretation of this Agreement.
29. The section headings used herein are for convenience only and shall not be given any legal import.
30. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any
subsequent amendments of this Agreement, including, without limitation, its formation, validity,
binding effect, interpretation, performance, breach or termination, as well as non-contractual claims,
shall be submitted to arbitration before the American Arbitration Association (“AAA”) in accordance
with the AAA [Consumer or Commercial] Arbitration Rules. The place of arbitration shall be San
Diego, California. The language to be used in the arbitral proceedings shall be English. The parties
may apply to any court of competent jurisdiction for a temporary restraining order, preliminary
injunction, or other interim or conservatory relief as necessary, without breach of this Section and
without abridgment of the powers of the arbitrator. The arbitrator may award any form of individual or
equitable relief, including injunctive relief. Any award will be final and conclusive to the parties and
may be entered in any court of competent jurisdiction. You agree to the entry of injunctive relief to
stop any lawsuit or to remove you as a participant in such a suit. By using the Site in any manner, you
agree to this arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT
to assert or defend any claims between you and Taliware. YOU ALSO GIVE UP YOUR RIGHT TO
PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. This provision
preventing you from bringing, joining or participating in class action lawsuits is an independent
covenant. You may opt-out of this Section by providing written notice of your decision within thirty
(30) days of the date that you first use the Site
All claims arising out of or relating to this Agreement, to the Services, or to your relationship with
Taliware that, for whatever reason, are not submitted to arbitration will be litigated exclusively in the
federal or state courts of San Diego County, San Diego, California, U.S.A. You and Taliware consent
to the exercise of personal jurisdiction of such courts in the State of California and waive any claim
that such courts constitute an inconvenient forum.
31. This Agreement shall constitute the entire agreement between the parties regarding the subject matter
hereof and supersede all proposals and prior discussions and writings between the parties with respect
thereto.
