TALKING LOUIS LLC TERMS AND CONDITIONS
Last updated: November 4, 2019

YOUR USE OF THE WEBSITE AND THE CONTENT CONTAINED HEREIN CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

These Terms and Conditions (“Terms”, “Terms of Service,” “Terms of Use”, or “Terms and Conditions”) apply to TalkingLouis.com, CarpeJuvenis.com, and all other websites, online services, and other interactive features or downloads, whether accessed via a computer, mobile device, or otherwise (collectively, “Sites,” and individually,” a “Site”). These Sites are owned by Talking Louis LLC or one of its subsidiary or affiliated companies (collectively, “Talking Louis LLC” or “TL”). Please read these Terms carefully. The Sites are made available by Talking Louis LLC (“us,” “we,” “our,” “TL” or “Talking Louis”). The following Terms govern your access to and use of the Sites.

By accessing or using the Site, or by submitting content on or through the Site or otherwise for publication by Talking Louis, you (“you,” “Users,” or the “User”) agree to abide, and that you are bound, by these Terms of Use and the Talking Louis Privacy Policy, which is incorporated herein by reference, both as amended from time to time in our discretion.

We reserve the right to change these Terms at any time, and you agree (including by virtue of your continued use of our Site) to be bound by any such changes. Unless explicitly stated otherwise, any new features or functionality (including, without limitation, video and related projects) that augment or enhance our Site shall be subject to these Terms. If you do not agree to these Terms, you may not access or use the Site. These Terms include a release by you of all claims for damage against us that may arise out of your use of the Site. By using the Site, you agree to this release.

PLEASE SEE THE SECTION TITLED DISPUTE RESOLUTION FOR IMPORTANT INFORMATION CONCERNING REQUIRED ARBITRATION UNDER THESE TERMS AND CONDITIONS.

Privacy Policy

Talking Louis respects the privacy of its Users. Please refer to Talking Louis’s Privacy Policy which explains how we may collect, use, and disclose your information. When you access or use the Site, you signify your agreement to this Privacy Policy, which is incorporated by reference into these Terms of Use.

Ownership of Site Content

Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Sites, including past, present and future versions, domain names, source and object code and the “look and feel” of the Sites ("Site Content") are owned, controlled or licensed by Talking Louis LLC, its subsidiaries or affiliates, and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties.

The Site Content may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, except with the express permission of Talking Louis LLC as is expressly provided in these Terms. Any unauthorized use of the Site Content is prohibited.

Use of the Site

You may use the Site only in accordance with and subject to these Terms and the Talking Louis Privacy Policy. You may not use the Site for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity which infringes or otherwise violates the rights of Talking Louis or others. Notwithstanding any other rights or restrictions in these Terms, you may not use this Site to:

a.)    Transmit via or through the Site any information, data, text, images, files, links, or software except in connection with your authorized use of this Site or otherwise in response to specific requests for information by us.

b.)    Introduce to the Site any computer or website viruses, worms, “Trojan horses,” and/or harmful codes.

c.)    Transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

d.)   Submit to or through the Site any Content in which you do not own all rights or otherwise have any necessary rights or permissions, including, without limitation, copyright, patent, trade secret, privacy, publicity, or any other applicable proprietary right.

e.)    Conduct fraudulent activities.

f.)     Obtain unauthorized access to any computer system in a manner not authorized by Talking Louis.

g.)    Disguise yourself, your Content, or your affiliations, or impersonate any other person including but not limited to, an employee of Talking Louis, a user or contributor of this Site.

h.)    Invade the privacy or violate any personal or proprietary right, including intellectual property, of any person or entity.

i.)      Engage in any defamatory, disparaging, harassing, or abusive behavior, or submit any Content to or through the Site that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, false, offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.

j.)      Misrepresent the identity of a user or use a false e-mail address.

k.)    Tamper with or obtain unauthorized access to the Site or any Content or component thereof.

l.)      Collect or harvest information regarding other users of the Site for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.

m.)  Modify our copyright/trademark or other proprietary rights notices or interfere with the security-related features of the Site.

n.)    Use any robot, spider, other automatic device or manual process to monitor or copy our web pages or the content contained in or on or accessed through the Site or use software to determine architecture of or extract usage data from the Site.

You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms.

Communications

By making a purchase on our Site, you agree to subscribe to newsletters, marketing or promotional materials, and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in email communications we send.

Purchases

If you wish to purchase any product or service made available through the Site ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your name, your shipping address, your credit card number, the expiration date and security code of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The Site may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. The third-party payment processor’s privacy policy and terms of use will apply to your access to and use of their site, as well as any information you submit during the purchase process.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Our Site may allow you to purchase certain downloadable content or other products.  We attempt to be as accurate as possible with respect to product descriptions. However, we do not warrant that product descriptions are accurate, complete, reliable, current or error-free. Downloadable content purchased from the Site are not returnable. However, if you have technical problems completing a download, please let us know so that we can assist you in completing your purchase and improve our services.

Availability, Errors, and Inaccuracies

We are constantly updating product and service offerings on the Site. We may experience delays in updating information on the Site and in our advertising on other web sites. The information found on the Site may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Site, and we cannot guarantee the accuracy or completeness of any information found on the Site.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Contests, Sweepstakes, and Promotions

Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Site may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules, in addition to our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

Content

(a.) Your Representations and Warranties Regarding Your Content

Our Site allows you to post, link, share and otherwise make available certain information, text, graphics, videos, or other material ("Content" or “User Content”). You are solely responsible for any Content that you post or otherwise submit to or through the Site, and the consequences of posting or publishing it, including its legality, reliability, and appropriateness. You are responsible for keeping a copy of any posted materials that you wish to keep, as we cannot guarantee the availability and/or retention of any materials.

By “Content,” we mean any content you post to the Site, including without limitation any reviews, comments, information, articles, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials. By “post” we mean posting, uploading, sharing, submitting, or otherwise providing Content in any manner to, through or in connection with the Site or Talking Louis LLC. If you post Content, you represent and warrant to us that you either own all rights in your Content, or you have the right to post Content, including without limitation all intellectual property and proprietary rights all necessary written consents, releases, and/or permissions of each and every identifiable individual person depicted in such submissions. Furthermore, you represent and warrant that you have the right to allow us to make your Content available for others to view and use as part of the Site without requiring that any such use be subject to additional obligations or terms. If you do not have these rights, do not post any User Content.

By posting Content on or through the Site, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

(b.) License to Your Content

You retain any and all of your rights to any Content you submit, post or display on or through the Site and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through the Site. However, by posting Content on the Site, you grant us a worldwide, non-exclusive, royalty-free, fully-paid, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, publish, display, and perform your Content in connection with the Site and our business, in any media formats or in tangible form and through any media channels now known or hereinafter developed.

Talking Louis LLC has the right, but not the obligation, to monitor and edit all Content provided by users. We have the sole right, but not the obligation, to delete at any time any Content that violates these Terms or that we believe to be inappropriate for any reason. You agree that this license includes the right for us to make your Content available to other users of the Site, who may also use your Content subject to these Terms.

In addition, Content found on or through this Site are the property of Talking Louis LLC or are used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

(c.) What Happens to Your Submitted Content

You understand that once you post or submit Content publicly on the Sites, your content becomes public. We are not responsible for keeping any Content confidential. If you do not want the whole world to see your contributions and submissions, do not submit it to the Site. Furthermore, we may be required to disclose your Content to third parties if we have a good faith belief that access, use, preservation or disclosure of such Content is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce these Terms of Use, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against imminent harm to the rights, property or safety of Talking Louis, its users or the public as required or permitted by law.

Actively submitted posted Content sent to hello@TalkingLouis.com may, but will not necessarily, be reviewed before posting to the Site. We do not endorse any Content or support any views, opinions, recommendations, or advice that may be in Content. Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any Content. You may be offended by Content that you see on the Site. You may find some of it to be inaccurate, offensive, indecent, or objectionable. However, you agree not to hold us responsible in any way for your use of our Site, including your exposure to Content.

User Interactions and Disputes

You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.

Acceptable Use Policy: Community Usage Rules

When you contribute, upload or otherwise provide User Content to the Sites, you agree to comply with the following Community Usage Rules ("Rules"):

  • User Content must be yours.All User Content must be original with you, not copied from someone else's work, and you must have all rights in the User Content; OR, all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content have given you permission to upload and distribute the User Content on the Sites and elsewhere.
  • No pictures or images of anyone but you and your friends and family.If you choose to upload photos to the Sites, link to embedded videos, or include other images of real people, make sure they are of you or of you and someone you know but only with their express permission to post it.
  • Don't upload third party materials.Your User Content should not contain any visible logos, phrases or trademarks or other third-party materials. Do not use any User Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.
  • No music.Your User Content may not contain any music unless the work and performance is original to you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.
  • Keep it relevant.Your User Content should relate to the content on the Sites and should be intended to add to the discussion and community on the Sites.
  • Please follow codes of social decency.Express yourself with non-offensive individual self-expression. Be respectful of others' opinions and comments so we can continue to build a community for everyone to enjoy. If you think your User Content might offend someone, chances are it probably will, and it doesn't belong on the Sites. Cursing, flaming, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, gender, sexual orientation or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit.
  • Do not use the Sites for commercial purposes.Your User Content may not advertise or promote a product or service except those provided on the Sites. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
  • Do not upload User Content that is inappropriate or illegal.Your User Content may not promote any illegal activity. If someone could go to jail for taking action suggested by your User Content, don't upload or post it. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities. 
  • No violence. Your User Content may not promote violence or describe how to perform a violent act.
  • Be honest and do not misrepresent yourself or your User Content.Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company.
  • Public forum.We hope that you will use the Community Forums to exchange information and content and have discussions with other Users. However, please remember that the Community is a public forum and User Content that you post on the Community will be accessible and viewable by other users. Do not post personal information (e.g., full name, password, phone number, address, e-mail address or other personally identifiable information or contact information).
  • Don't share other people's personal information.Your User Content may not reveal another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.
  • Don't damage the Sites or anyone's computers.User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Sites or any computer system.

In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service and the inability of us to provide you with any product or service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Children’s Privacy

You may only use the Site if you are 13 years of age or older. To purchase products via the Site, subscribe to receive any Content or other marketing or promotional material from us (in any form and via any media), you must be 18 years of age or over. If you are under 18 years of age or not of legal age to form a binding contract in your place of residence, you must have your parent or legal guardian’s permission to use the Site. To view information on our policy regarding the privacy of children under the age of 13, please see our Privacy Policy.

Pursuant to 47 U.S.C. Section 230(d) as amended, Talking Louis hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available and may assist you in limiting access to material that is harmful to minors.

Copyright Policy

We respect the intellectual property rights of others. If you believe that the Site infringes upon the copyright or other intellectual property rights of any person or entity (“Infringement”), please submit your claim via email to hello@TalkingLouis.com, with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged Infringement as detailed below, under "DMCA Notice and Procedure for Copyright Infringement Claims".

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad faith claims on the infringement of any Content found on and/or through the Site on your copyright.

Talking Louis’s Copyright Agent for notice of claims of copyright infringement on the Site can be reached as follows:  Copyright Notice; hello@TalkingLouis.com; Talking Louis LLC, P.O. Box 74010, Los Angeles, CA 90004.  For more information regarding the procedures under the DMCA, please visit the U.S. Copyright Office website at www.copyright.gov.

DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail). Please include all of the following written information in any email regarding your assertion of copyright:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
  • a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  • identification of the URL or other specific location on the Site where the material that you claim is infringing is located;
  • 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 copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our Copyright Agent via email at hello@TalkingLouis.com.

Intellectual Property and Proprietary Rights

The Site and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of Talking Louis LLC and its licensors. The Site is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress for Talking Louis LLC, Carpe Juvenis LLC, Match Point Publishing LLC, and any of its subsidiary or affiliated companies may not be used in connection with any product or service without the prior written consent of Talking Louis LLC.

All names, terms logos, slogans, images, and other indicia identifying Talking Louis LLC and its imprints (Carpe Juvenis LLC, Match Point Publishing LLC, or any of its subsidiary or affiliated companies) or the Sites, including without limitation the “Talking Louis”, “Carpe Juvenis”, and “Match Point Publishing” name and logos (collectively, “Marks”) are trademarks and service marks of Talking Louis LLC. Other company, product, and service name and logos used and displayed may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Talking Louis. All goodwill generated from the use of Talking Louis LLC Trademarks will inure to our exclusive benefit.

The Site and all of the content relating to the Site, including without limitation all content, illustrations, photographs, artwork, text, data and materials on the Site, as well as the selection, organization, coordination, compilation and overall look and feel of the Site (collectively, the “Content”) are the intellectual property of Talking Louis, LLC, our licensors, and our contributors. The Content is protected by copyright and other intellectual laws and all ownership rights remain with us, our licensors or our contributors, as the case may be.

Nothing contained on the Site should be understood as granting you a license to any use of the trademarks, service marks, or logos owned by Talking Louis or by any third party.  Any use of the Content or Marks without our express written permission is strictly prohibited.  We reserve all rights in and to the Site unless we expressly state otherwise. 

Restricted Use of Content

(a.) Unless expressly permitted, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit or in any way exploit any part of our Site or any content thereon, except as permitted under the last sentence of this section titled Restricted Use of Content. Without limiting the generality of the foregoing (but subject to the last sentence of this section titled Restricted Use of Content), you may not distribute any part of this site or any content thereon over any network, including, without limitation, a local area network, or sell or offer it for sale. In addition, these files may not be used to construct any kind of database. Just as we from time to time excerpt materials from other sources in order to support the various commentaries and writings contained herein, we respect the right of others to make “fair use” of the materials contained on our site; accordingly, you may from time to time excerpt and use materials set forth on this site consistent with the principles of “fair use.”  If you do so, you must maintain all copyright and other notices and properly attribute the material.

(b.) We are concerned about the integrity of our Site when it is “framed” or otherwise viewed in a setting created by a third party that includes advertising or other materials that we have not authorized to be displayed with the content of our Site. Neither you nor any third party shall make use of the contents of our Site in any manner that constitutes an infringement of our rights, including copyright or that has not been authorized by us.

Links to Other Web Sites and Third-Party Content

Our Site may contain links and quotations to third-party web sites or services that are not owned or controlled by Talking Louis LLC.

You acknowledge and agree that we have no control over such websites and that we are not responsible for the accuracy, content, legality, privacy practices, advertising, products or other materials or any other aspect of any linked website. In no event shall any reference to any third party, third party website or third-party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.

 We encourage you to be aware when you leave the Sites to read the privacy statements of any website that collects personally identifiable information. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through such services. 

Opinions and other statements expressed by users and third parties (e.g., other websites, bloggers, services, and sites) are theirs alone, not opinions of Talking Louis. Content created by third parties is the sole responsibility of the third parties and we do not endorse or guarantee its accuracy or completeness. You might encounter third party content that you find to be offensive or objectionable. You acknowledge that by providing you with the ability to view and distribute content through our site, Talking Louis is not undertaking any obligation or liability relating to the content. Talking Louis and its affiliates, successors, assigns, employees, agents, directors, officers and shareholders do not undertake or assume any duty to monitor our site for inappropriate, offensive or unlawful content.

Talking Louis LLC and its affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, Talking Louis LLC reserves the right to block or remove communications, postings or materials at any time in our sole discretion.

Notwithstanding the foregoing, Talking Louis reserves the right to block or remove communications, postings or materials at any time in our sole discretion.

Indemnification

By using this Site, you agree to indemnify, hold harmless and defend Talking Louis LLC and its imprints (Carpe Juvenis LLC, Match Point Publishing LLC, and any of its subsidiary or affiliated companies), and its licensees and licensors, and its officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives and affiliates, from any claims, damages losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (1) your use or misuse of or your inability to access the Site; (2) your Content; (3) your breach of the Terms of Use; or (4) your violation of any law or the rights of a third party. These provisions apply to you and any person using your account and password.

You agree to cooperate as fully as reasonably required in the defense of any claim. Talking Louis LLC reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Your indemnification obligation will survive the termination of these Terms of Use and your use of the Site. In the event of litigation relating to the subject matter of Talking Louis’s Terms and Privacy Policy, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.

Mobile

The Site may offer features and services that are available to you via your mobile device. These features and services may include, without limitation, the ability to view websites, upload content to the Sites, receive messages from the Sites, download products and applications to your mobile phone or access Site features (collectively, the "Mobile Features"). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Carrier fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Talking Louis LLC. Further, we may collect information related to your use of the Mobile Features.

E-Commerce

The Sites may offer products or services for sale or license and your transaction may be subject to additional sales terms and policies. You agree to pay all applicable fees and any applicable taxes. Talking Louis LLC may automatically charge and withhold the applicable sales tax for orders. Otherwise, you are solely responsible for all sales taxes, or other taxes, on orders shipped to you.

Sometimes the Sites may offer products or services for sale or license via an in-app or similar purchase where the transaction is facilitated by the operator of a third-party platform hosting the Site. In such cases, your billing relationship will be with the third-party vendor and additional terms and conditions imposed by the vendor may apply. These Terms will continue to apply to your access to and use of the purchased product or service, except where these Terms conflict with terms imposed by the third-party vendor.

In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error received from its suppliers, Talking Louis LLC shall have the right, to the fullest extent permitted under applicable law, to refuse or cancel any orders placed for product listed at the incorrect price. Talking Louis LLC shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Talking Louis LLC will issue a credit to your credit card account in the amount of the charge.

Your receipt of an electronic or other form of order confirmation does not signify Talking Louis's acceptance of your order, nor does it constitute confirmation of Talking Louis’s offer to sell. Talking Louis LLC reserves the right at any time after receipt of your order to accept or decline your order for any reason. Talking Louis LLC reserves the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Talking Louis LLC may require additional verifications or information before accepting any order.

Termination

We may terminate or suspend your account and bar access to the Site immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Site.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Limitation, Suspension, Unavailability of Site

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Site (or any part thereof), or your access thereto, with or without notice. We may do so based on changes to our business practices, if you violate the letter and spirit of these Terms, or for any other lawful reason. You agree that Talking Louis LLC shall not be liable to you or any third party for any such modification, suspension or discontinuance of our Site. Additionally, you acknowledge that temporary interruptions in the availability of the Site may occur from time to time as normal events. Under no circumstances will Talking Louis LLC be held liable for any damages due to such interruptions or lack of availability.

Any limitation, suspension or termination we impose shall not alter your obligations to us under these Terms. The provisions of these Terms which by their nature should survive any such action on our part shall survive including, without limitation, the rights and licenses that you have granted to us in your Content and provisions relating to indemnities, releases, disclaimers, limitations on liability, and dispute resolution.

Location of Sites and Territorial Restrictions

Talking Louis LLC controls and operates the Sites from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Sites are appropriate for use or access in other locations. The information provided on the Sites are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Talking Louis LLC to any registration requirement within such jurisdiction or country. Anyone using or accessing the Sites from outside the United States does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Sites or any portion of the Sites, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.

Software related to or made available by the Sites may be subject to United States export controls. Thus, no software from the Sites may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Notice

In the event that we are required by state or federal law to notify you of certain events, you hereby acknowledge and consent that such notices will be effective upon our posting such notice on the Site. You may contact us in writing at the following address:

Talking Louis LLC
P.O. Box 74010
Los Angeles, CA 90004

hello@TalkingLouis.com

Governing Law, Exclusive Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the United States and the State of Washington, applicable to agreements made and to be performed therein without regard to conflict of laws principles. Except to the extent that arbitration is required in the section titled Dispute Resolution, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Seattle, WA. Accordingly, you and Talking Louis LLC consent to the exclusive personal jurisdiction and venue of such courts for such matters.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Site and supersede and replace any prior agreements we might have had between us regarding the Site.

Limitation of Liability

(a.)        UNDER NO CIRCUMSTANCES SHALL TALKING LOUIS LLC OR OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, VENDORS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE, OR INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SITE, THESE TERMS OF USE OR ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED TO A DISPUTE BETWEEN YOU AND ANYONE ACCESSING THE SITE, OR YOU AND ANY THIRD PARTY IN CONNECTION WITH THE SITE. YOUR SOLE REMEDY FOR ANY DAMAGES OR DISSATISFACTION WITH THE SITE, OR INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SITE IS TO STOP USING THE SITE, EXCEPT AS OTHERWISE REQUIRED BY LAW. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS, INFORMATION, ADVICE, INFORMATION OR ADVERTISING RECEIVED THROUGH OR IN CONNECTION WITH LINKS PROVIDED VIA THE SITE. FOR EXAMPLE, WE SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY CLAIMS, LOSSES OR LIABILITIES ARISING FROM OR RELATING TO YOUR ACCESS TO, PURCHASE OR USE OF ANY THIRD PARTY WEBSITES, PRODUCTS OR SERVICES, THE QUALITY OR TIMELINESS OF DELIVERY OF THE GOODS OR SERVICES FROM ANY THIRD PARTY OR FOR HONORING (OR CAUSING ANY MERCHANT TO HONOR) ANY ERRONEOUS INFORMATION REGARDING THE PRICE, DESCRIPTION AND AVAILABILITY OF, ANY DISCOUNTS, OFFERS, PROMOTIONS OR COUPONS, OR THIRD PARTY PRIVACY POLICIES RELATING TO ANY THIRD PARTY WEBSITES, PRODUCT OR SERVICES OFFERINGS PROMOTED OR AVAILABLE THROUGH THE SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

(b.)       IN NO EVENT SHALL OUR CUMULATIVE LIABILITY OR THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, VENDORS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED THE GREATER OF $10.00 OR THE PURCHASE PRICE FOR PRODUCTS YOU PURCHASED FROM US DURING THE ONE MONTH PRECEDING YOUR CLAIM. YOU AGREE THAT THIS IS A FAIR LIMITATION BASED UPON THE MANNER AND COST BY WHICH THE SITE IS PROVIDED TO YOU. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.

Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON–INFRINGEMENT. ALL WARRANTIES ARE HEREBY DISCLAIMED AND YOU HEREBY WAIVE ANY AND ALL SUCH WARRANTIES TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Talking Louis LLC and its imprints (Carpe Juvenis LLC or Match Point Publishing LLC) and any of its subsidiary or affiliated companies, subsidiaries, affiliates, and its licensors do not warrant that a) the Site will function uninterrupted, be secure, or be available at any particular time or location; b) any errors or defects will be corrected; c) the Site is free of viruses or other harmful components; or d) the results of using the Site will meet your requirements or expectations.

Dispute Resolution

PEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

Certain portions of this section titled Dispute Resolution are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Talking Louis LLC agree that we intend that this section titled Dispute Resolution satisfies the “writing” requirement of the Federal Arbitration Act. This section titled Dispute Resolution can only be amended by mutual agreement.

If any controversy, allegation, or claim arises out of or relates to the site, or the content on the site whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Talking Louis LLC’s actual or alleged intellectual property rights (an “Excluded Dispute,” which includes those actions set forth in the section titled Dispute Resolution), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation. Your notice to us must be sent to: P.O. Box 74010, Los Angeles, CA 90004. For a period of sixty (60) days from the date of receipt of notice from the other party, Talking Louis LLC and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Talking Louis LLC to resolve the Dispute or Excluded Dispute on terms with respect to which you and Talking Louis, in each of our sole discretion, are not comfortable.

Alternative Dispute Resolution

(a.)        Arbitration. If we cannot resolve a Dispute as set forth in this section titled Dispute Resolution within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this section titled Dispute Resolution. If we cannot resolve an Excluded Dispute as set forth in this section titled Dispute Resolution within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and Talking Louis LLC consent, in a writing signed by you and an Officer or legal representative of Talking Louis LLC, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this section titled Dispute Resolution.
Upon expiration of the applicable sixty (60) day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Talking Louis LLC elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms of Use, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and Talking Louis LLC do not both consent to the arbitration of an Excluded Dispute, then this paragraph and the remainder of this section titled Dispute Resolution will not apply to the Excluded Dispute. 

If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Talking Louis LLC consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for a the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.
You can obtain AAA and JAMS procedures, rules, and fee information as follows:
AAA: 800.778.7879 JAMS: 949.224.1810
http://www.adr.org/ http://www.jamsadr.com/

(b.)    Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of these Terms of Use and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in Seattle, Washington. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Talking Louis LLC to pay a greater portion or all of such fees and costs in order for this section titled Dispute Resolution to be enforceable, then Talking Louis LLC will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.

(c.)    Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN THE SUBSECTION TITLED ARBITRATION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED. 

(d.)   Injunctive Relief. The foregoing provisions of this section titled Dispute Resolution will not apply to any legal action taken by Talking Louis LLC to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User-Generated Content and/or Talking Louis LLC’s intellectual property rights (including such Talking Louis LLC may claim that may be in dispute), Talking Louis LLC’s operations, and/or Talking Louis LLC’s products or services.

(e.)    Small Claims Matters Are Excluded From Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to the section titled Limitation of Liability.

(f.)     No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to the section titled Dispute Resolution holds that this restriction is unconscionable or unenforceable, then our agreement in the section titled Dispute Resolution to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to the section titled Limitation of Liability.

 Our Right to Update These Terms

Talking Louis LLC reserves the right, at our sole discretion, to modify or replace these Terms at any time without prior notice (“Updated Terms”). We will alert readers to any material changes to this policy by posting the revised information here. We encourage you to review our Terms and Conditions on a regular basis to stay informed. Your continued use of the Sites constitutes your agreement to these Terms and any updates therein. What constitutes a material change will be determined at our sole discretion. 

By continuing to access or use our Site after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Site. 

Contact Us

If you have any questions about these Terms, please contact us at hello@TalkingLouis.com.