Terms of Service Agreement

This web site, SourceTalk.net, (hereinafter called, the "Website", the "Site" or "SourceTalk") makes available to the Users of the Site, the ability to upload source code, share the source code, discuss it with remotecolleagues and to otherwise use the Site in the manner set forth below.

This Site, including the services and/or the products offered therein, is owned and operated by Oleg Kalistratov, (hereinafter called, "Owner") and all rights therein are reserved by Owner. The offer of information and/or services herein is expressly conditioned on the user's (hereinafter called, "user", "you", "client" or "customer") acceptance of the terms and conditions and notices, set forth herein, and on other pages of the Site (collectively the "Terms").

BY ACCESSING USING, VIEWING, TRANSMITTING, CACHING OR STORING THIS SITE OR APPLICATION, OR USING AND/OR PURCHASING ANY OF ITS SUBSCRIPTION SERVICES, FUNCTIONS OR CONTENTS, YOU SHALL BE DEEMED TO HAVE AGREED TO EACH AND ALL THE TERMS, CONDITIONS, PROVISIONS AND NOTICES IN THIS SITE (HEREINAFTER CALLED, THE "AGREEMENT") WITHOUT MODIFICATION, INCLUDING, BUT NOT LIMITED TO, AGREEING TO THE TERMS, CONDITIONS AND PROVISIONS OF THE WEBSITE'S PRIVACY STATEMENT AND YOU AGREE TO MAKE ALL APPPROPRIATE PAYMENTS IN THE EVENT THAT SERVICES OR PRODUCTS ARE PURCHASED.

SERVICES AND INFORMATION OFFERED BY THIS SITE

The services and information that is offered by this Site are exclusively for the users of the Site that purchase such services and information. By purchasing one of the offered Subscription Plans, described below, the Site grants the user the ability to upload source code and to use the Site in as a real-time collaboration tool that allows the user to share the source code and discuss it with remote colleagues. It allows the user to see the same source code as the user's collaborators do and the Live Chat further allows the user to discuss everything seen in the code section with the colleagues in real-time. SourceTalk is also integrated with the most popular development tools. Please see the website for more details, which are updated as needed.

USE OF THIRD PARTY PRODUCTS AND SERVICES

The user understands and acknowledges that SourceTalk uses third-party vendors and hosting partners ("Third Party Affiliates") to provide the necessary hardware, software, networking, storage, and related technology required to run the Site.

SUBSCRIPTION PLANS

The Site offers various Subscription Plans, including one free plan with limited features. The descriptions of each plan, its features and pricing information, are shown on the Site and are subject to change at any time. Any such changes made will not affect an existing paid Subscription Plan until the term of such Plan has expired.

PAYMENT, REFUNDS, UPGRADING AND DOWNGRADING TERMS

All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. If you upgrade from the free plan to any paying plan, we will immediately bill you.

For our payment plans, the user will be billed in advance on a monthly basis and all payments are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the user shall be responsible for payment of all such taxes, levies, or duties.

For any upgrade or downgrade in plan level, while on a monthly billing cycle, the credit card provided by the user will automatically be charged the new rate on the next billing cycle. Downgrading in plan level may cause the loss of content, features, or capacity of the user's account. SourceTalk does not accept any liability for such loss.

NO WARRANTY OR GUARANTEE

Except as may expressly be set forth herein, the Site and the owner thereof, do not, in any way, make any warranty or guarantee as to your use of the Site. SourceTalk is not responsible for any disclosures, modifications or loss of user's data as a result of any actions taken on behalf of its Third Party Affiliates.

RIGHTS ASSOCIATED WITH THE USE OF THIS SITE

SourceTalk grants you a limited right to use this Site under only the conditions set forth herein. This right to use, or License to use, is limited and it is a personal, revocable, non-exclusive, royalty free right for the content of this Site only and is contingent on your compliance with these Terms. This limited right is non-transferrable.

TRANSACTIONS CONDUCTED ON THIS SITE

This Site offers subscription services for sale and such commercial transactions must be conducted in accordance with the terms of this agreement. As in any online commercial transaction you must provide us, or the third party, such information as your full name, address, email address and credit or debit card payment information, as well as any other necessary billing information that is needed. Such information must be accurate, current and complete. You agree to comply with all requirements herein, such that you may complete your purchase of such services. By providing such information, you agree that SourceTalk, or our third party payment processors, may immediately debit your account for the fees, or charges, incident to your purchase. In the event that the service or product that you ordered is a recurring order and has a recurring charge, or fee, you agree that SourceTalk, or the third party payment processors, may debit your account on a recurring basis as determined by the subscription plan ordered. You also agree that SourceTalk may use such other third party payment processors and you agree that such third party payment processors, as our agents, have the same rights as we do regarding the payment information and debiting your account, either for a single transaction or a recurring transaction. You agree that SourceTalk has the right, at any time, to increase, or otherwise modify, the fees and charges associated with any purchase of services, or products, on the Site, and to institute new fees or charges for such services. SourceTalk is not required to give any notice of such increase or modification of fees and charges or of the instituting of new fees or charges, other than posting the changes on the Site. You understand that, in the event that, any of your personal payment information changes, that it may affect your ability to purchase services or to receive such subscription services, that you may have ordered; therefore, you agree to notify SourceTalk, of any such changes and to keep such information current at all times. You agree that your right or ability to use a service is conditional upon our receipt of payment and in the event that payment cannot be charged to your credit or debit card, or if a charge is returned for any reason, such right to receive or use the subscription service may be delayed or terminated. In the event that we are, for any reason, unable to collect the fees or charges you owe us for the services specified in your order, you agree that we may take any other steps we deem necessary to collect such fees from you, and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, interest, court costs and attorneys' fees. You agree that we have the right, at any time, to suspend, or otherwise terminate, your account and your rights to make purchases of such subscription services from the Site. If you desire to review your account information or if you have questions, or concerns, about a specific order, you may contact us at any time at support@sourcetalk.net

PROPRIETARY RIGHTS INFORMATION

This Site may contain and/or reference trademarks, patents, trade secrets, technologies, products, processes or other proprietary rights of SourceTalk, and/or other parties. No license or right to or in any such trademarks, patents, trade secrets, technologies, products, processes and other proprietary rights of SourceTalk, and/or other parties, is granted to, or conferred upon you. No material from the Site may be reproduced, distributed, posted, displayed, uploaded or transmitted, without the express written consent of SourceTalk. The use of any material from the Site on any other internet, intranet, web or other site or computer environment is prohibited. You may not utilize framing techniques to frame any SourceTalk trademarks, logos, or other proprietary information (including images and text). You may not use any meta tags or any other "hidden text" utilizing our name, trademarks or other proprietary information.

COPYRIGHT

This Site is the copyrighted property of SourceTalk, and/or its various third party providers and distributors. This Site contains confidential and proprietary information and the content, products, services, informations, or programs provided on this Site by SourceTalk, or by various third parties, and may not be duplicated, copied, reproduced, republished, uploaded, posted, modified, shared, transmitted or distributed without the written permission of SourceTalk. Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws. The use of such materials on any other web site or in any environment of networked computers is strictly prohibited. You acknowledge and agree that this website may offer downloadable information or documents, which may be in any one of a number of formats, and you expressly acknowledge and agree that said information or documents, are the property of SourceTalk.net and SourceTalk and cannot be duplicated, copied, reproduced, republished, uploaded, posted, modified, shared, transmitted or distributed in any way without the written permission of SourceTalk. You acknowledge and agree that this prohibition shall apply to all such downloadable information and documents or other information now on this website or that may be added at any time in the future, regardless of the type of format.

INTELLECTUAL PROPERTY

You acknowledge that the application, software or other intellectual property made available to download, or otherwise use, from this Site ( "Property") is the copyrighted work of SourceTalk, and/or its various third party licensors. Your use of the Property is governed by the terms of this agreement. Please note that copyright laws and international treaty provisions protect all such Property. Any reproduction or redistribution of the Property is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted. Without limiting the foregoing, copying or reproduction of the Property for further reproduction or redistribution is expressly prohibited.

USER CONTRIBUTIONS

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively,"Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website. All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material.

You represent and warrant that: (1) You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and licensees, successors and assigns; (2) All of your User Contributions do and will comply with these Terms of Use. Sourcetalk.net is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

CONTENT STANDARDS

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: (1) Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (2) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (3) Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (4) 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 of Use and our Privacy Policy; or (5) Promote any illegal activity, or advocate, promote or assist any unlawful act.

MONITORING

You agree that SourceTalk, has no obligation to, but may, monitor and review information you transmit over the Site. You agree that SourceTalk, may censor, edit, remove or prohibit the transmission or receipt of any information that SourceTalk, deems inappropriate or in violation of these Terms, and use any such information as necessary to protect the Site, and/or to protect the rights or properties of SourceTalk, or other third parties. You agree that SourceTalk may also monitor and review stored information without restriction. You hereby acknowledge and consent to such monitoring and reviewing.

ACTIONS THAT ARE NOT PERMITTED ON THE SITE

You acknowledge and agree that, unless otherwise specified in writing, the content and services shown, or offered, on the Site are for your personal and non-commercial use only, expressly including the right to upload source codes. In connection with your use of the Site, content and services, you acknowledge and agree that you will not, at any time, do any of the following acts: (1) Copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained through the Site, it's content or the services offered; (2) Access or view the Site, content or the services offered, by any means other than through the standard industry-accepted interfaces; (3) Post or transmit any material that contains a virus or corrupted data; (4) Delete any author attributions, legal notices or proprietary designations or labels; (5) Violate any applicable local, state, federal, national or international law, rule or regulation or use the Site, its content and/or the services offered, for any purpose that is prohibited by these Terms; (6) Manipulate or otherwise display the Site, its content and/or the services offered, by using framing or similar navigational technology; (7) Register, subscribe or unsubscribe any party for any SourceTalk, service if you are not expressly authorized by such party to do so; (8) Use the Site, its content or the services offered, in any manner that could damage, disable, overburden or impair the Site's servers or networks, or interfere with any other user's use and enjoyment of the Site, its content and/or the services offered; (9) Gain, or attempt to gain, unauthorized access to the Site, its content and/or the services offered, or any of its accounts, computer systems or networks connected to the Site or to SourceTalk, through hacking, password mining or any other means; (10) Obtain, or attempt to obtain, any materials or information through any means not intentionally made available through the Site, its content and/or the services offered or harvest, or otherwise collect, information about other users without their consent; (11) Use the site in any manner that could damage, disparage, or otherwise negatively impact the Site or SourceTalk: (12) Copy, reproduce, or share any of the content, products, services, information, or programs provided by the Site or SourceTalk, to any other server, website, or location for the purpose of reproduction or redistribution thereof.

USER PROFILES AND PUBLIC CONFERENCES

All user profiles can be viewed publicly and are not confidential or private. If a user creates a public conference, it and its contents, (including chat messages and source files) can be viewed publicly and are not confidential or private.

PASSWORDS

You acknowledge that SourceTalk will know passwords that you may use to access the Site. You acknowledge and agree that you are solely responsible for maintaining the confidentiality of any such information and passwords, and accept responsibility for all activities that occur under your account or password. SourceTalk takes no responsibility and assumes no liability for any content posted or submitted by you or any users of your account.

LINKED WEB SITES

This Site may include links to other web sites. SourceTalk may provide such links solely as a convenience to you and for informational purposes only. SourceTalk has not reviewed all of the information on these other web sites. The inclusion of these links in no way indicates our endorsement, support or approval of the content, advertising, products, services, policies or other materials on, or available from, such web sites. Neither SourceTalk, nor any other providers of products, or services, related to this Site, shall be responsible for the content of any other web sites and make no representation or warranty regarding any other web sites or the contents or materials on such web sites. If you decide to access any such other web sites, you do so at your own risk. Other web sites may include links to this Site. The inclusion of such links does not indicate the other web site's endorsement, support or approval of the content, advertising, products, services, policies or other materials on or available from this Site.

In the event that you are allowed to link other sites to this Site, the Site, and SourceTalk have the right to withdraw your right to do so at any time. If you receive notice from the Site or SourceTalk, to disable such link, you must do so immediately and remove it from the Site. Any link connected to the Site must do the following: a) the link must direct the user to only the Site's homepage; and b) the link must direct the user to the Site in full screen display; c) the link must be text only and the Uniform Resource Locator (URL) must be clearly discernable. Any link connected to the Site must not do the following: a) the link must not allow pop up advertising or other un-triggered windows; b) the link must not indicate, in any way, that the entity establishing the link is associated, or connected, with the Site or with SourceTalk; c) the link must not be associated with any site offering obscene, profane or sexually explicit material and SourceTalk, reserves the exclusive right to make such determination, whether such material is obscene, profane or sexually explicit; d) the link must not in any way damage, or disparage, the reputation or goodwill of the Site or SourceTalk.

MIS-COMMUNICATIONS/LOST TRANSACTIONS

SourceTalk, and any other providers of products or services related to this Site, are not responsible for communication malfunctions, failures, or difficulties, or lost, stolen, or misdirected, transmissions, messages or entries, or the security of any such communications. Further, SourceTalk, and any other providers of products or services related to this Site, are not responsible for incorrect or inaccurate entry information, whether caused by User(s) or by any of the equipment or programming associated with the Site, or by any technical or human error that may occur in the processing of any information related to the Site. SourceTalk, and any other providers of products or services related to this Site, may cancel or modify reservations where it appears that a User has engaged in fraudulent or inappropriate activity or under other circumstances where it appears that the reservations contain or resulted from a mistake or error.

TERMINATION OF YOUR RIGHTS

You agree that, SourceTalk may, at its sole discretion and at any time, discontinue and terminate your access to the Site or discontinue your access to its services. This discontinuance, or termination, may include deletion, or other restriction, of any username, passwords or other information, and may be done without notice to you.

HEADINGS

The headings used in these Terms are included by convenience only and will not limit or otherwise effect these Terms.

MINOR CHILDREN

Neither this Site nor the owner thereof, grants permission to, or otherwise permits, minor children, under the age or 18 years, to access or view this Site. All content, information, services and products shown on this Site are intended for adult viewing and use and any minor child under the age of 18 years that wishes to access, view or use this Site, or utilize any of the services or purchase any products shown thereon, must first have the consent to do so from said minor's parent or legal guardian.

ASSIGNMENT

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

SEVERABILITY

These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

ATTORNEY'S FEES

If SourceTalk takes any action to enforce this Agreement, SourceTalk, will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorneys' fees and any cost of litigation, in addition to any other relief, at law or in equity, to which SourceTalk, may be entitled.

MODIFICATION

SourceTalk may at any time modify these Terms, and your continued use of this Site will be conditioned upon the terms and conditions in force at the time of your use. Accordingly, you agree to review these Terms periodically, and your continued access, use and/or posting on this Site shall be deemed your acceptance of the changed Terms.

INDEMNIFICATION

You agree to indemnify and hold SourceTalk, and its subsidiaries, affiliates, officers, directors, agents, owners and employees harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party. The failure of SourceTalk to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

LIMITATION OF LIABILITY

Except as otherwise provided herein, in no other event shall SourceTalk, its agents, representatives, owners, members, or employees, be liable to you, or any other party, for any loss or injury, or any damages, either direct, indirect, punitive, special, incidental, consequential or otherwise (including, but not limited to financial damages, whether liquidated or unliquidated, or any other issues of any type whatsoever) resulting from, or in any way connected to the performance, or nonperformance, by SourceTalk, its agents, representatives, owners, members or employees. This limitation of liability shall apply regardless of whether the claim asserted is based on contract, negligence, tort, or any other theory of recovery.

The user hereby affirmatively releases SourceTalk, its agents, representatives, owners, members, and employees, (collectively called, the "Released Parties") from any and all liability to user, or user's agents, representatives, successors and assigns from any and all liability, claims, damage, or demands for financial loss, personal injury, or property damage, arising from, or related to, this Agreement or related to any action or services provided, or to be provided, by SourceTalk, to you, regardless of where the loss, injury, or property damage occurs.

User hereby waives any and all rights to bring any claim, or action related to this Agreement, against the Site, SourceTalk, its agents, representatives, owners, members and employees, beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which such claim or action is based.

GOVERNING LAW

Any disputes arising out of or related to the Site shall be governed by and construed and enforced in accordance with, the laws of the Russian Federation and all disputes and litigation must be conducted in the courts of such jurisdiction. Use of this Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation this paragraph. All disputes which cannot be resolved between the parties, and causes of action arising out of or connected with the Site, shall be resolved individually, without resort to any form of class action.

ENTIRE AGREEMENT

These Terms, together with those incorporated herein or referred to herein (including, without limitation, the terms, conditions and provisions of the Privacy Statement, relating to this Site) constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.

CONTACT INFORMATION

If you have questions or comments concerning the foregoing Terms and Conditions Agreement, you may contact us at support@sourcetalk.net