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Terms of Service
Last Updated: September 1, 2023
New Terra LLC d/b/a RealTalk (“RealTalk,” “we,” “us,” or “our”) welcomes you. We provide you access to our tools and services (our “Services”) through our Website (https://debatedesk.com/), Community platforms and other experience platforms (collectively referred to as the “Platform”) subject to these Terms of Service (the “Terms”), which may be updated by us from time to time without notice to you. By accessing and using our Services, you acknowledge that you have read, understood, and agree to be legally bound by the Terms of Service and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”).
You accept the Agreement and agree to be legally bound by the same. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with us (“Services Agreement”). In the event of any ambiguity or discrepancy between these Terms, the Services Agreement, and the Privacy Policy and or any policies/ guidelines, the provisions of the Services Agreement, then the Terms shall prevail.
In case You do not accept these Terms and the Privacy Policy, You are not permitted to register, access, or use the Platform. If You are an individual acting on behalf of an entity, You represent and warrant that You have the authority to accept these Terms on behalf of such entity. If You do not wish to accept the Terms stated herein, please do not register, access, or use the Platform.
Users who violate these Terms may have their access and/or use of the Platform suspended and/or terminated, at RealTalk sole discretion.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access and use. Please look at the “LAST UPDATED” legend below to see when the Terms were last revised.
Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes because they are binding on you.
Table of Contents:
1. Definitions
Throughout the Terms, the following defined terms shall mean:
"Community" – Each community is a closed group of Users sponsored by an Organization. Notwithstanding the foregoing, anyone may become a User of the public community.
"Organization" – An organization enters into a Services Agreement with us to create a Community and provide certain services to that Community’s Users.
"Administrators" – The Organization appoints an Administrator(s). The Administrator is given full access to the Community’s Platform. They are authorized to (i) set up Accounts for approved Participants; (ii) monitor all communications and data from Participants; and (iii) take any necessary steps to ensure that the Community remains a safe, space for debate, including, but not limited to, disciplining Participants, disabling Participant accounts, or deleting communications.).
"Participants" – Participants are people who register an Account (as defined below) with us, to explore the services available on the Platform and interact with other Users within their Community. Participants can be students, parents and guardians, school administrators, coaches, or other people provided an Account by the Community Administrator.
"Users" – shall collectively mean Participants or Administrators, who use the Platform.
2. Age requirements
This Platform is offered and available to Administrators who are 18 years of age or older. By becoming an Administrator, you represent and warrant that you are of legal age to form a binding contract with RealTalk and meet all of the eligibility requirements in these Terms. If you do not meet all of these requirements, you may not become an Administrator.
The Community Administrator is responsible for ensuring that all Participants are either over the age of 13 or have a parent’s verifiable permission. Records demonstrating parents’ verifiable permission shall be maintained by the Community Administrator for a minimum of 3 years.
By using this Platform, you represent that you comply with this Section 2. RealTalk shall not be responsible for the Administrator or Participants failure to comply with this Section 2.
3. Fees
Your Community may require fees to use the Platform services and content. RealTalk will facilitate the transaction through its designated payment processor, to charge your specified credit card, debit card, or other payment methods for such fees as provided through the registration process. Unless otherwise specified, all fees are in United States dollars, and all charges will be made in United States dollars.
RealTalk and its partners reserve the right to refuse or terminate any payment at any time at its sole discretion. You understand and agree that if you authorize a payment transaction with your credit card, debit card, or other payment methods, but your charge is rejected for any reason, there may be a hold on your use of the Platform until payment is received.
RealTalk’s sole role is to facilitate the transaction. In the event that you have a dispute regarding any fees charged by your Community, or any other dispute against the Administrator or Community, you understand that RealTalk has no liability and your only remedy is to pursue an action against the Administrator or Community, as applicable.  
4. Restrictions of use
By accessing and/or using the Platform, you agree to comply with the following restrictions on use:
  • You will comply with all applicable federal, state, local, or international laws in your use of the Platform (including, without limitation, any laws regarding the export of data or software to or from the United States or other countries) and will not use the Platform for any unlawful or otherwise fraudulent purpose.
  • You will not upload, post, e-mail, transmit or otherwise make available any User Content (as defined below) that violates the Content Standards, as stated in Section 9 below.
  • You will not use the Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or asking for personally identifiable information.
  • You will not “stalk,” threaten, or otherwise harass another person.
  • You will not access or use the Platform to collect any market research for a competing business.
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
  • You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means
  • You will not transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform.
  • You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
  • You will not use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
  • You will not attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
  • You will not attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
  • You will not otherwise attempt to interfere with the proper working of the Platform.
In the event that you notice another User has violated these Terms, you shall notify us immediately.
5. Sign-in name, passwords; unique identifiers
If you wish to become a User, you will be prompted to create an account (“Account”), which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered or payments made through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. RealTalk will not be liable for any loss or damage caused by any unauthorized use of your Account.
6. Intellectual Property
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, documents, materials, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by RealTalk, its licensors, or other providers of such material (“Content”) and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Platform for your personal, non-commercial use only.  You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:
  • Your computer may temporarily store copies of Platform materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  • If we provide social media sharing features with certain content, you may take such actions as are enabled by those features.
You must not:
  • Modify copies of any materials from this site.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights or notices from copies of materials from this site.
Notwithstanding the foregoing, Administrators may use the Platform for their commercial use provided that they comply with these Terms and their Organization’s Services Agreement.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Platform automatically terminates and you must immediately destroy any copies you have made of the Content.
7. Trademarks
The trademarks, service marks, and logos of RealTalk (the “RealTalk Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of RealTalk. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with RealTalk Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of the RealTalk Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
8. User content
The Platform may provide the Administrator the ability to post and upload content and Participants the ability to participate in live stream videos, chat room, and post other content (collectively, “User Content”). You expressly acknowledge and agree that once you submit your User Content, it will be accessible by others and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available. It is also understood and agreed by you that you shall have no expectation of privacy with respect to information that you exchange with other Users via the Platform’s messaging functions, if applicable. For the avoidance of doubt, the content of such messages between you and another User may be monitored by RealTalk and your Administrator for compliance with these Terms but will not be disclosed to another User or made publicly available, unless otherwise required by the Terms or applicable law. YOU, AND NOT REALTALK, ARE ENTIRELY RESPONSIBLE FOR ALL USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM, AND YOU WILL INDEMNIFY US IN RESPECT OF ANY LOSS, LIABILITY, CLAIM, OR DAMAGE SUFFERED OR INCURRED BY US IN CONNECTION WITH ANY SUCH USER CONTENT.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for-profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.
If you submit User Content to us, each such submission constitutes a representation and warranty to RealTalk that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant to RealTalk the license to the User Content as set forth above, and that it and its use by RealTalk and third parties as permitted by this Agreement does not and will not violate the Content Standards, as stated in Section 9 below.
9. Content standards
These content standards apply to any and all User Content and use of the Platform. User Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:
  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or other class protected by law.
  • Promote any “challenge” which encourages others to engage in potentially dangerous behavior
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act, including but not limited to the promotion or use of illegal drugs or underaged drinking of alcohol.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
You will let us know about inappropriate User Content of which you become aware. We and your Community Administrator have the right, but not the obligation, to review and reject or remove any User Content that, in our sole discretion, violates these Terms in any respect. We also reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or to any portion of the Platform, without notice.
However, we cannot review all material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
10. Third party sources and content
The Platform may enable you to view, access, link to, and use content from Third-Party Sources (as defined below) that are not owned or controlled by us (“Third-Party Content”). The Platform may also enable you to communicate and interact with Third-Party Sources. “Third Party Source(s)” means (i) third party websites and services; (ii) our partners and Users; and (iii) Agora or any other web conferencing services that we may use to provide the Community.
We do not accept, claim or take responsibility for any Third-Party Content as posted on our Platform. Any transaction, hyperlinking, or mention of Third-Party Content including, not limited to websites, media, articles, etc. as posted by you, is between you and the Third Party. By using any Third-Party Sources, whether through a link provided by the Platform or independently, you agree to any terms established by the Third-Party Sources and shall not hold RealTalk responsible for any claims that arise due to your use of Third-Party Sources. If you have any query or complaint regarding a Third-Party Source or any Third-Party Content, you agree to contact the Third-Party Source directly.
11. Sending/receiving messages
The Platform may permit You to send messages (including email) to a Third-Party Source or to Users (“Messages”). You are solely responsible for the messages you send and the consequences of sending them, and you agree to hold us harmless, and expressly release us, from any and all liability arising from your Messages. You grant us a worldwide license to use, store and reproduce your Messages for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools and services of Third-Party Service Providers to facilitate the sending of Messages to your designated recipients), ensuring compliance with these Terms and all applicable laws. You guarantee that you own or have the necessary rights and permissions to use all of the Intellectual Property Rights in and to your Messages, and hereby grant the foregoing license to us. You retain all of your ownership rights in your Messages. You acknowledge and agree that the provisions of Sections 9 and 10 above shall also apply to Messages that you send via the Platform.
12. Reliance on information posted
The information presented on or through the Platform, Services, and any of their associated websites, social media pages, newsletters, or documents is made available solely for general information purposes.  We do not warrant the accuracy, completeness, or usefulness of this information.  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other User, or by anyone who may be informed of any of its contents.  RealTalk is entitled to amend, change, or delete all or part of the Platform at any time without notice. 
This Platform may include content provided by third parties, including materials provided by Administrators, Participants, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services.  All statements and/or opinions expressed in these materials, including all User Content, and all articles and responses to questions and other content, other than the content provided by RealTalk, are solely the opinions and the responsibility of the person or entity providing those materials.  These materials do not necessarily reflect the opinion of RealTalk.  We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
13. Linking to the platform and social media features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Platform may provide certain social media features that enable you to:
  • Link from your own or certain third-party websites to certain content on this Platform.
  • Send emails or other communications with certain content, or links to certain content, on this Platform.
  • Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:
  • Establish a link from any website that is not owned by you.
  • Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  • Link to any part of the Platform other than the homepage.
  • Otherwise take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our sole discretion.
14. Technical requirements and responsibilities
We may alter, suspend, or discontinue the Services, in whole or in part, at any time and for any reason at our sole discretion, we will make efforts to provide notice of the same, when reasonably possible. We may restrict access to portions of our Services, for some or all Users, from time to time. The Platform may also periodically become unavailable due to maintenance or malfunction of computer equipment, server issues, or for other reasons. You acknowledge and agree that we are not obligated to continue offering, supporting, or updating the Platform and that we make no commitment to do so.
We make our best efforts to ensure that our Platform is always available, but we do not guarantee that the operation and/ or access to our Platform will be uninterrupted or continuous. Further, given the nature of the business and the constantly evolving nature of technologies of the industry we are in, we cannot guarantee complete security and safety over any information, data, or User Content that may be uploaded, shared, hosted, displayed, or transmitted using our Platform. Our Platform may not be fully immune to any planned, unplanned, or incidental issues relating to data breaches, shutdowns, or technological issues and may also be interrupted for reasons, including but not limited to, maintenance, repairs, upgrades, network or equipment failures, and or due to government action and or malicious third-party intervention.
You are responsible for configuring and keeping updated Your information technology, computer programs, Devices, platforms, or operating systems and security in order to access and/ or use our Platform. In order to use our Platform, you must ensure to use devices, software, internet connections, and data connections that are required to access and use our Platform. You acknowledge that any failure to use up-to-date software or devices or high-speed internet or data connections will result in poor performance or non-performance of our Platform, and you will not hold us responsible for the same. You agree that we will not be held responsible for any consequences to You or any third party that may result from technical problems including without limitation in connection with the internet (such as slow connections, traffic congestion, or overload of our or other servers) or any telecommunications or internet providers.
15. Privacy
Kindly refer to the Privacy Policy for further understanding of how we collect, store, protect and process the data collected through our Platform.
16. Copyright infringement
Pursuant to the Digital Millennium Copyright Act, we have designated the person listed below as our agent (“IP Agent”) to receive notifications of alleged copyright or other intellectual property infringement by our Platform. We respect the intellectual property of others and ask our users to do the same. If you believe that your work has been copied in a way that constitutes infringement, or your intellectual property rights have been otherwise violated, please provide our IP Agent the following information (the “IP Notice”): 
  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 
  • a description of the copyrighted work or other intellectual property that you claim has been infringed; 
  • a description of where the material that you claim has been infringed is located within the Platform;  
  • your address, telephone number and email address; 
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law;  and
  • a statement by you, made under penalty of perjury, that the information in your IP Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Our IP Agent for transmitting the IP Notice for claims of copyright or other intellectual property infringement can be contacted at: 
Karthik Srinivasan
karthik@debatedesk.com
17. Term and termination
These Terms will continue to apply until terminated, which may be by way of actual termination, deactivation, or unsubscribing, by either You or by us, as follows:
  • You may stop using the Platform/ Services.
  • We reserve the right to suspend or terminate Your Account as a consequence of suspending or terminating Your access to the Platform/ Services without notice and at our sole discretion if we reasonably believe:
    • You are in serious and or repeated breach of these Terms;
    • You are using the Platform/ Services in a manner that would cause risk or harm or loss to us, other Users, third parties, or the public
    • We are requested to do so by government or regulatory authorities or as required under applicable laws, regulations, or legal processes; or
    • Our provision of the Platform/ Services to You is no longer possible or commercially viable; or
    • For any other reason, entirely at our discretion including for convenience.
  • Upon termination of Your Account and or Your access or use of the Platform/ Services, these Terms will also terminate except for those clauses which are intended to survive.
  • Upon termination, the User Content will be available to You for a period of 90 days from the effective date of termination in order to allow for downloading of any Customer/ User Content. After such a period the User Content, subject to the terms of the Privacy Policy, will be automatically deleted by us unless we are required to retain the same in accordance with applicable laws. Failure to download/ copy any or all of the User Content within this time frame shall not give You the right to hold us liable for such deletion or data loss. Termination or suspension of Your Account due to failure to make payment by You shall result in complete restriction of access to the Platform/ Services. You shall not have the option to download any of the User Content until payment is fully cleared.
  • If we consider it necessary or appropriate at our sole discretion, we will report any breach of these Terms to law enforcement authorities and we will cooperate with such authorities by disclosing Your or Your Users’ identity and providing any information about You and Your Users within our systems to them.
YOU WAIVE AND HOLD HARMLESS REALTALK AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
18. Geographic restrictions
The owner of the Platform is based in the Commonwealth of Virginia in the United States and the Platform is not intended to subject Company to any non-U.S. jurisdiction or law.  We make no representation that the content provided through the Platform is applicable, available or appropriate for use in jurisdictions other than the United States of America.  If you access our Platform from outside of the United States, please be aware you are responsible for compliance with any applicable local laws.  To the extent that any applicable local laws prohibit your viewing and use of the Platform, you may not view or use the Platform.  Any use of the Platform is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so.  We may limit the availability of the Platform at any time, in whole or in part, to any person or geographic area that we choose.
19. Disclaimer of warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
YOUR USE OF THE PLATFORM AND ITS CONTENT IS AT YOUR OWN RISK. THE PLATFORM AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER REALTALK NOR ANY PERSON ASSOCIATED WITH REALTALK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER REALTALK NOR ANYONE ASSOCIATED WITH REALTALK REPRESENTS OR WARRANTS THAT THE PLATFORM AND ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM AND ITS CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, REALTALK HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20. Limitation on liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL REALTALK, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
21. Indemnification
You agree to defend, indemnify, and hold harmless RealTalk, its affiliates, licensors, and service providers, and its and their respective officers, directors, members, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, any use of the Platform’s content obtained from the Platform.
22. Governing law and jurisdiction
All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal or state courts having jurisdiction over Fairfax County, Virginia although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your place of residence or any other relevant venue. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
23. Arbitration
Except for actions by RealTalk arising from non-payment of any monies due to RealTalk, and requests for injunctive or other extraordinary relief, each of which may be pursued in a court of law having competent jurisdiction, any dispute arising out of or in connection with the relationship of the parties and/or this Agreement shall be resolved by binding arbitration conducted by an arbitrator. To commence arbitration, the party desiring arbitration shall notify the other party in writing of its desire to arbitrate, which shall include a brief description of the disputes and/or issues to be arbitrated (“Arbitration Notice”). If the parties are unable to mutually agree upon the selection of the arbitrator within thirty (30) days of the Arbitration Notice, then one shall be appointed and the arbitration shall be conducted pursuant to Uniform Arbitration Code, Article 2 of Title 8.02 of the Code of Virginia. The arbitration proceedings shall be conducted in Fairfax County, Virginia. The arbitrator shall not contravene or vary in any respect any of the terms and provisions of this Agreement. The award of the arbitrator shall be final and binding upon the parties hereto, their heirs, administrators, executors, successors and assigns, and a judgment upon such award shall be entered in any court having jurisdiction. In any proceeding, whether in court or in arbitration, the court or arbitrator may award to the prevailing party, as a recovery from the other party, all expenses, including, but not limited to, reasonable attorneys’ fees and/or the arbitrator’s fees incurred in instituting or defending such action.
YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON ANY INDIVIDUAL BASIS; CLASS ARBITRATION AND CLASS ACTIONS ARE NOT PERMITTED AND YOU AGREE TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
24. Limitation on time to file claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM WILL BE PERMANENTLY BARRED.
25. Waiver and severability
No waiver by RealTalk of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of RealTalk to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
26. Entire agreement
Except for any applicable Services Agreement, the Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and RealTalk regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.
27. Changes to the terms of use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use. Please look at the “LAST UPDATED” legend at the top to see when the Terms were last revised.
Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes because they are binding on you.
28. Your comments and concerns
All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to us via: team@debatedesk.com.
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