Disclaimer Notice & Terms and Conditions

In using this website you are deemed to have read and agreed to the following terms and conditions:

1. The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: "Client", "You" and "Your", "User", "Account Owner" or "Subscriber" refers to you, the person accessing this website and accepting the Company's terms and conditions. "The Company", "Ourselves", "We" and "Us", refers to our Company, LaterTalk.com and/or Legacy Media LLC, and each of their successors and/or assigns. "Party", "Parties", or "Us", refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process and use of this website or application in the most appropriate manner, for the express purpose of meeting the Client or Subscriber's needs in respect of provision of the Company's stated services/products, in accordance with and subject to, prevailing New York law. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same. The information contained in this website is for entertainment and legacy media ("the ability for decedents to communicate in a spontaneous and unique manner with survivors – whether heirs, legatees or friends") purposes only and LaterTalk.com makes no representations or warranties of any kind, expressed or implied, about the completeness, accuracy, reliability, suitability, legality for surrogate court or administration purposes or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk. In no event will LaterTalk.com be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website. Every effort is made to keep LaterTalk.com up and running. However, LaterTalk.com takes no responsibility for, and will not be liable for, the website being temporarily unavailable.

2. By using the Service, or by accessing or using the Mobile Application (as defined below), you accept and agree to be bound by and comply with these Terms of Use, and the Privacy Policy, as applied to your use of the Service and are entering into a legal binding contract with us. If you do not agree to these Terms and Conditions, you may not access or otherwise use this Service and should refrain from creating an account. Please save and/or print a copy of these Terms of Use (including our Privacy Policy) for your future reference. You expressly agree that your use of, and browsing in, the Site and use of the Service is at your own risk. The Site and Service, including, without limitation, the Mobile Application and all services, content, functions and materials provided by us through the Site, are provided on an "as is" and "as available" basis and we expressly exclude all representations, warranties, conditions and terms express or implied. by statute, common law or otherwise with respect to the Site and Service and any information or goods or services that are available or advertised or sold through the Site to the fullest extent permitted by law (including representations, warranties, conditions and terms as to merchantability, satisfactory quality, fitness for a particular purpose and non-infringement). While we take reasonable precautions to prevent the existence of viruses or other harmful components, on the Site, we accept no liability for them and we do not warrant that the Service or the services, content, functions or materials provided through the Service will be timely, secure, uninterrupted or error free. We may make improvements and/or changes in the Service at any time including changes to these Terms of Use. We make no warranty that the Service or the provided services will meet your requirements.

Privacy Statement

3. We are committed to protecting your privacy. Authorized employees within the company use subscriber and survivor information to maintain the website and the unique software platform which allows communication between an account owner who passes and survivors (hereinafter referred to as "legacy media") on a need to know basis and LaterTalk.com and its agents, servants and employees constantly review our systems and data to ensure the best possible service to our customers in order to provide a seamless transition between social media involving those who have passed and their corresponding "legacy media" for those survivors designated by subscribers. Your privacy is very important to us. Accordingly, we have developed this Policy in order for you to understand how we collect, use, communicate and disclose and make use of personal information. The following outlines our privacy policy. Before or at the time of collecting personal information, we will identify the purposes for which information is being collected. We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law. We will only retain personal information as long as necessary for the fulfillment of those purposes. We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned. Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date. We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification. We will make readily available to customers information about our policies and practices relating to the management of personal information. We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.

4. LaterTalk.com does not and will not sell, share, or rent your information to any other third parties. As exceptions to this Privacy Statement, we may need to disclose personal information about you in following circumstances: we may need to, and will, without notice to you, release specific information about you or your account to comply with any valid legal process such as a search warrant, subpoena, statute or court order, or in other special cases, such as, for example, an attempted breach of the security of the website or a physical threat to you or others. We reserve the right, but do not have an obligation, to monitor and/or review all materials posted to the Service or through the Service's features or services by users, and we are not responsible for any such materials posted by users. We do not undertake or assume any duty to monitor the Service for inappropriate or unlawful content. However, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of this Terms of Use, our policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, these Terms of Use or applicable law. LaterTalk.com is a compilation of the subscriber's media content and notes, texts and messages at any given time when drafted by subscriber. LaterTalk.com has no ability to measure the testamentary capacity or intentions of the subscriber when media content, messages, notes, audio or other content is saved or downloaded to the site. Therefore, LaterTalk.com makes no representation or assurance that any communications made between subscriber and survivor are reliable, reasonable or legal as such notes, messages, texts and media content may only become available to survivors after the passing of the subscriber in question. Use of LaterTalk.com is, therefore, at user's (subscriber and survivors) own risk. LaterTalk.com is not responsible for privacy policies of other websites linked to LaterTalk.com. Please read the Privacy Statement of each website linked to LaterTalk.com for information and data use for visitor's personal information. Subscribers are charged with the duty to review these terms and conditions, as well as the Privacy Policy, from time to time to determine if any changes may have occurred with respect to the terms, conditions and privacy disclosure. Exclusions and Limitations 5. The information on this web site is provided on an "as is" basis. To the fullest extent permitted by law, this Company: excludes all representations and warranties relating to this website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this website and/or the Company's literature; and excludes all liability for damages arising out of or in connection with your use of this website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised this Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages. LaterTalk.com and the use of this website or application does not constitute a Last Will & Testament nor does it take the place of an estate plan where individuals may leave designated gifts or legacies to named beneficiaries. LaterTalk.com and the messages, media, notes, audio or other "legacies" left to survivors should not be relied upon by survivors (or subscribers) to transfer, instruct, designate beneficiaries or otherwise take the place of a valid and legally enforceable testamentary instrument (Will or Trust) in the State where subscriber resides.

Submitted Materials

6. We are not responsible for materials or content submitted or posted to the Service, and you, using the Service as a viewer, shall be solely responsible for your own submissions and posting and the consequences of posting or publishing them. We do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Service, by e-mail or in any other way. Any comments, information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, survey responses, and/or our blogs, or send to us via e-mail) ("Submitted Materials") will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the LaterTalk privacy policy. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, or that you own or have all necessary rights, licenses, consents, releases and permissions to submit and post the Submitted Materials, or that no other party has any rights thereto, that the Submitted Materials do not infringe or violate the rights of any person, including but not limited to privacy and publicity rights, or violate any law or regulation, and that any "moral rights" in Submitted Materials have been irrevocably and unconditionally waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub licensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes, and in connection with our business and the business of our successors, parents, subsidiaries, affiliates and related companies, and you agree that you shall have no claims against us for using these materials. We reserve the rights to display advertisements in connection with your Submitted Materials and to use your Submitted Materials for advertising and promotional purposes. You acknowledge and agree that your Submitted Materials may be included on the web sites and advertising networks of our distribution partners and third-party service providers (including their downstream users). You also hereby grant each user of the Service a non-exclusive, royalty-free license to access Submitted Materials through the Service for the purposes of accessing and using them in accordance with these Terms of Use.

We cannot be and are not responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material in the event of a terminated account (an account which has either been terminated by subscriber or an account which has not been kept current with respect to monthly or annual charges after being given prompt and reasonable notice). We are not and shall be under no obligation to pay to you or any user any compensation for any Submitted Materials, or to respond to any of your or any other user's Submitted Materials in response to damages for loss of use, loss of data, emotional damages, physical damages or any foreseeable claims of damages which are unique to your own use of the site or reliance on the data delivered via this site. LaterTalk.com and Legacy Media LLC, as well as its successors and/or assigns are hereby held harmless from any such claims that may relate to a user's interaction with messaging, legacies, media content or other interaction with the services provided hereunder. By creating an account, user, account owner and subscriber/survivor understand these conditions.

Cancellation Policy

7. These terms and conditions form part of the Agreement between the Client and ourselves. By accessing this website and/or undertaking of the Agreement you are confirming your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein.

Termination of Agreements and Refunds Policy

8. Both the Client and LaterTalk.com have the right to terminate any Services Agreement for any reason, including the ending of services that are already underway. No refunds shall be offered, where a Service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid to us which constitute payment with respect of the provision of unused Services shall be retained by LaterTalk.com for administrative and reprogramming fees whether for 1 day or 364 days during the billing cycle. Subscriber/Owner should take all steps to secure their data between the time of cancellation and the expiration of the billing cycle as such data will only be maintained for 12 months after final cancellation.

Our Duty to Subscriber

9. Except where and to the extent required by law, we (together with our affiliates, suppliers or licensors, or any of our directors, officers, employees, agents or content or service providers (collectively, the "protected entities")) expressly exclude liability to you for: (i) any loss of profit; (ii) loss of savings; (iii) loss of business; (iv) loss of goodwill; (v) loss of data; or (vi) any indirect, special, incidental, consequential, exemplary or punitive damages of any kind arising from or in connection with these Terms of Use, your use of, or inability to use, the Site, the Service, the Mobile Application, the services, content, materials and functions related thereto or your provision of information via the Site (whether the claim is brought for breach of contract, in negligence or any other tort, under statute or otherwise) whether or not such protected entity has been advised of the possibility of such damages. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any user or other person on or through the Site.

Our aggregate liability for any and all loss or damage suffered by you as a result of your access to and use of the Service and/or any content from the Service, which is not covered by the above limitations and exclusions (or in the event that the above limitations and exclusions are not permitted by law), and after trial, verdict or settlement, is limited to US$15.00 per subscriber.

By accepting these terms, conditions and disclaimer, subscriber, on behalf of themselves, their heirs, successors and assigns, hereby acknowledges the limitation of liability set forth above and consents to the limitations of liability and damages. By accepting this provision and the terms and conditions in total, subscriber consents to be bound by this limitation of damages as it relates to his/her use of the service, application and website and the foreseeable access of subscriber's content in the future based on the intended use of this site.

Availability

10. You are solely responsible for evaluating the fitness for a particular purpose of any downloads, programs and text available through this site. Redistribution or republication of any part of this site or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of the Company. The Company does not warrant that the service from this site will be uninterrupted, timely or error free, although it is provided to the best ability. By using this service you thereby indemnify this Company, its employees, agents and affiliates against any loss or damage, in whatever manner, howsoever caused. We may terminate, change, suspend or discontinue any aspect of the Service or the Service's features or services at any time. You agree that we will not be liable to you or any third party for any such termination, change, suspension or discontinuance. We may restrict, suspend or terminate your access to the Service and/or its features or services if we believe you are in breach of these Terms of Use or applicable law. We maintain a policy that provides for the termination in appropriate circumstances of the Service use privileges of users who are repeat infringers of intellectual or other property rights. Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of these Terms of Use shall survive, including, but not limited to the, rights and licenses that you have granted hereunder, agreement to compensate, releases, disclaimers, limitations on liability, no trial by jury, and provisions related to choice of law.

Log Files

11. We use IP addresses to interpret trends, administer the site, track user's movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information. Additionally, for systems administration, detecting usage patterns and troubleshooting purposes, our web servers automatically log standard access information including browser type, access times/open mail, URL requested, and referral URL. This information is not shared with third parties and is used only within this Company on a need-to-know basis. Any individually identifiable information related to this data will never be used in any way different to that stated above without your explicit permission.

Cookies

12. Like most interactive web sites this Company's website [or ISP] uses cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting. Some of our affiliate partners may also use cookies.

Links from this Website

13. We do not monitor or review the content of other party's websites which are linked to from this website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage our users to be aware when they leave our site & to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information. Although LaterTalk.com may recommend other Internet sites or businesses, we accept no responsibility for anything which may or may not occur through any dealings you have with those other sites. It is your responsibility to ensure that all businesses you deal with have a good reputation and will honor their word and promises. Links from Third Party Websites

14. You may be able to link from the Service to third party web sites and third party web sites may link to the Site ("Linked Sites"). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such web sites or the information, content, products, services, advertising, code or other materials presented on or through such web sites. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be causes by or in connection with the use of or reliance on any content, goods or services available on or through a Linked Site. The inclusion of any link to such sites on our Site does not imply our endorsement, sponsorship, or recommendation of that site. LaterTalk.com and Legacy Media LLC disclaims any liability for links (i) from another web site to this Site and (ii) to another web site from this Site. LaterTalk.com and Legacy Media LLC cannot guarantee the standards of any web site to which links are provided on this Site nor shall we be held responsible for the contents of such sites, or any subsequent links. We do not represent or warrant that the contents of any third party web site is accurate, compliant with any law, including without limitation copyright or other intellectual property laws. Also, we are not responsible for or any form of transmission received from any linked web site. Any reliance on the contents of a third party web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

Prohibited Use

15. Any commercial or promotional distribution, publishing or exploitation of the Site, or any content, code, data or materials on the Site, is strictly prohibited unless you have received the express prior written permission from our authorized personnel or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Service. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Service, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices, You acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Service. If you make other use of the Site, or the content, code, data or materials thereon or available through the Site, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. In the course of your use of the Service, you may be asked to provide certain personalized information to us (such information referred to hereinafter as "User Information"). Our information collection and use policies with respect to the privacy of such User Information are set forth in the LaterTalk's privacy policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information and represent and warrant that you will not provide any information that is inaccurate or misleading.

16. You warrant and agree that, while using the Service and the various services and features offered on or through the Service, you shall not: (i) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (ii) insert your own or a third party's advertising, branding or other promotional content into any of the Service's content, materials or services, (iii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iv) use the Service or the services made available on or through the Service in any manner with the intent to interrupt, damage, disable, overburden, or impair the Service or such services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests; (v) use the Service or the Service's services or features in violation of our or any third party's intellectual property or other proprietary or legal rights; or (vi) use the Service or the Service's features or services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Service or the Service's features and services, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service or any of its features or services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Service.

17. You agree that you shall not upload, post, transmit, distribute or otherwise publish through the Service or any service or feature made available on or through the Service, any materials which (i) restrict or inhibit any other user from using and enjoying the Service or the Service's features or services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including us or our personnel. You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.

Trademarks

18. The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Service or on content available through the Service may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by us that appear on or through the Service or any of its features or services , if any, are the property of their respective owners. Nothing contained on the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Service without our written permission or the written permission of the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on or through the Service or any of its features or services is strictly prohibited.

Copyright Notice

19. Copyright and other relevant intellectual property rights exists on all text relating to the Company's services and the full content of this website. The information contained on this Site are being used by the prior consent of respective owner and/or believed to be public domain. LaterTalk.com assumes that images and information posted/submitted by site users and material contained in reprinted articles and press releases actually belongs to the submitting user(s) and/or author(s), and that LaterTalk.com has permission to publish the material. This Company's logo is a registered trademark of this Company in the United States and other countries. The brand names and specific services of this Company featured on this web site are trademarked. If you believe material on this site has been copied or distributed in a way that constitutes copyright infringement, or your intellectual property rights have been violated, contact us and the material will be promptly removed or sourced as you wish. Please be as detailed as possible when emailing us, as to the material in question, the reasons why copyright has been violated, etc. Any copyright matter will be resolved immediately. It is our policy to make every effort to respect the copyrights of outside parties. It is assumed that any pictures, video, audio and other media content downloaded to this site are transferred to and maintained by LaterTalk.com with the express permission of the account owner. Any such media content will only be distributed and published in accordance with the terms, conditions, dates and schedule as selected by the account owner. In the event any media content is not intended by the subscriber to be maintained by LaterTalk.com, said content should be deleted and erased from the subscriber's account immediately.

20. As between you and us, we and our suppliers and licensors, own, solely and exclusively, all rights, title and interest in and to the Site, the Service, and all their content (including, for example, audio, photographs, image, video, illustrations, graphics, other visuals, copy, text, articles, advertising, software, titles, etc., "Content") and to all code, data and materials thereon, the look and feel, design and organization of the Site and other parts of the Service, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, service mark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein, including so called "rights of publicity" .Your use of the Service does not grant to you ownership of any content, code, data or materials you may access on or through the Service. Any copying, rearrangement, redistribution, modification, use or publication by you of any content or any part of the Service, except for the limited rights of use granted hereunder, is prohibited. Any rights not expressly granted in these Terms of Use are expressly reserved.

Limited License

21. Subject to your compliance with these Terms of Use, we hereby grant you a non-exclusive, non-transferable, limited license to access and view the Content on the Service on your computer or other device, and no other use may be of the Content except as specifically provided in these Terms of Use. Subject to your compliance with the terms and conditions of these Terms of Use, we grant you a limited, non-exclusive, non-transferable license, without the right to sublicense, to download and install a copy of the LaterTalk.com ("LaterTalk") mobile device application ("Mobile Application") onto any authorized device you own and control (when such Application is available), and run such copy of the Mobile Application solely for your personal, non-commercial use. Furthermore, with respect to any Mobile Application downloaded from the iTunes® store, you may only use the Mobile Application as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. The copy of the Mobile Application is licensed, not sold, to you. You agree that LaterTalk.com and Legacy Media LLC and its licensors own all right, title and interest in and to the Mobile Application, including all intellectual property rights therein, and that we retain ownership of all copies of the Mobile Application even after installation on your mobile device. The Mobile Application is protected by United States copyright law and international treaties. You must not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the Mobile Application as delivered to you. LaterTalk.com and Legacy Media LLC reserves all rights in the Mobile Application not expressly granted to you in these Terms of Use.

22. The license to the Mobile Application granted under these Terms of Use remains in effect, unless earlier terminated by you or us in accordance with this provision. You may terminate the license at any time by removing or destroying all copies of the Mobile Application in your possession or control. Without limiting any other terms of these Terms of Use, the license will automatically terminate without notice from LaterTalk if you breach any terms of these Terms of Use. Upon any termination of these Terms of Use, you must cease all use of the Mobile Application and promptly delete and destroy all copies, full or partial, of the Mobile Application. You may not (a) copy or modify the Mobile Application, including, but not limited to, adding new features or otherwise making adaptations that alter the functioning of the Mobile Application; (b) transfer, sell, rent, lease, distribute, sublicense or otherwise assign any rights to, or any portion of, the Mobile Application to any third party; or (c) make the functionality of the Mobile Application available to multiple users through any means, including but not limited to distribution of the Mobile Application. The Mobile Application contains trade secrets, and in order to protect those secrets you agree not to disassemble, decompile or reverse engineer the Mobile Application, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law. You must comply with any technical restrictions in the Mobile Application that allow you to use the Mobile Application only in certain ways. Communication

23. Any questions, suggestions, inquiries or other communications regarding LaterTalk.com, its purpose, software platform or legal matters may be directed to our "Contact Us" tab on the LaterTalk.com homepage. For customer assistance, please contact: support@latertalk.com The website and name LaterTalk.com are registered trademarks of Legacy Media, LLC, a New York State Limited Liability Company duly registered in the State of New York.

Embedded Language

24. You may use an image or video posted on the Site on a web site owned and controlled by you only if you embed all of the HTML code that is located in the "Embed This" dialog box for the image or video on the Web Site, provided that such use is not of a commercial nature, and that the embedded text link drives viewers back to the Site. You must retain any copyright and other proprietary notices that appear on the image. Failure to follow these requirements shall constitute a breach of these Terms of Use, and you may no longer access or otherwise use the Site, and your noncompliance shall void and invalidate any permission by the copyright owner, express or implied, to make use of such image, and your use of the image will subject you to possible claims of copyright infringement, as well as claims arising out of proprietary rights, including so-called "rights of publicity" and any other claims that may be asserted by the respective rights owner. In the event you embed the HTML code described above on a web site owned or controlled by you, we may place one or more cookies in the browsers of visitors to your site, as more fully explained in our Privacy Policy. It is your responsibility to make any required disclosure to your visitors of the possible placement of such cookies. In the event you wish to use an image posted on the Site in a commercial manner, you can do so only with express permission and authorization, and must directly contact LaterTalk.com before any such commercial use. Failure to follow these requirements shall constitute a breach of these Terms of Use, and you may no longer access or otherwise use the Site, and your noncompliance shall void and invalidate any permission by the copyright owner, express or implied, to make any use of such image, and your use of the image will subject you to possible claims of copyright infringement, as well as claims arising out of proprietary rights, including so-called "rights of publicity" and any other claims that may be asserted by the respective rights owner.

Force Majeure

25. Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or manmade eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.

Waiver

26. Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.

General

27. The laws of New York State govern these terms and conditions. By accessing this website and using our services, you consent to these terms and conditions and to the exclusive jurisdiction of the State of New York courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorized representatives of the Company. The Terms of Use, and the relationship between you and us, shall be governed by the laws of the State of New York, United States of America. You agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of New York, Washington County, United States of America. You agree to submit to the personal and exclusive jurisdiction of the courts located within Washington County in the State of New York. The use, duplication, reproduction, release, modification, disclosure or transfer of any software, application or widget, including the Mobile Application, is restricted in accordance with the Federal Acquisition Regulations. Any such software, application or widget is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of any such software, application or widget shall be governed solely by these Terms of Use. Subject to these Terms of Use, you agree to compensate us and our affiliates and licensors, and each of their respective directors, officers, employees, owners, licensees, licensors and agents for any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees and court costs, arising directly out of (i) any violation of these Terms of Use by you, (ii) your use of this Service, including but not limited to the placement or transmission of any content, material or information on this Service, or (iii) the use by LaterTalk or Legacy Media LLC or any of its affiliates or licensors of any content, materials or information you provide, as long as such use is not inconsistent with these Terms of Use. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you otherwise agree to compensate us, and in such case, you agree to cooperate with our defense of such claim.

Notification of Changes

28. The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. Any changes to our privacy policy will be posted on our web site 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis Please note that we may change the Terms of Use from time to time, and will notify you of these changes by posting our updated Terms of Use on the Site. Changes in the Terms of Use will be effective when posted and your continued use of the Site or Service after such posting constitutes your acceptance of such changes.

LaterTalk.com and Legacy Media, LLC 2014