TERMS OF SERVICE

Last Updated: 05/01/26

ACCEPTANCE OF TERMS

Welcome to JustTalk AI (the "Service"). These Terms of Service (these "Terms") are a legal agreement between you ("you" or "User") and JustTalk AI, LLC, a Delaware, USA ("Company," "we," "us," or "our").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of an organization (such as your employer), you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "User" will refer to that organization.

1. DEFINITIONS

1.1 "Account" means your registered account for accessing and using the Service.

1.2 "Content" means any text, data, information, software, graphics, photographs, videos, audio, or other materials.

1.3 "Service" means the JustTalk AI service platform, including all features, functionality, and content provided by Company at justalk.ai web-site or at any subdomains and through mobile applications, APIs, and other interfaces.

1.4 "Subscription Plan" means the specific pricing plan and feature set you have selected for your Account (e.g., Basic, Premium).

1.5 "User Content" means any Content that you upload, submit, post, transmit, or otherwise make available through the Service.

1.6 "Intellectual Property Rights" means all patent rights, copyright rights, trademark rights, trade secret rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

2. ELIGIBILITY

2.1 Age Requirement. You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

2.2 Legal Capacity. You must have the legal capacity to enter into a binding contract. If you do not have such capacity, you may not use the Service.

2.3 Compliance with Laws. You must comply with all applicable laws and regulations in your use of the Service.

2.4 Prohibited Jurisdictions. The Service is not available in countries subject to U.S. export restrictions or sanctions, including Belarus, Cuba, Iran, North Korea, Russia, Syria, Crimea, and the Donetsk and Luhansk oblasts of Ukraine.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation. To access certain features of the Service, you must create an Account by providing:

• Your full name
• Email address
• Password

3.2 Accurate Information. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3.3 Account Security. You are responsible for:

• Maintaining the confidentiality of your Account credentials
• All activities that occur under your Account
• Notifying us immediately of any unauthorized use of your Account

We are not liable for any loss or damage arising from your failure to protect your Account credentials.

3.4 One Account Per User. You may not create more than one Account, and you may not share your Account with others.

3.5 Account Termination for False Information. We reserve the right to suspend or terminate your Account if any information you provide is inaccurate, false, or incomplete.

4. SUBSCRIPTION PLANS AND BILLING

4.1 Subscription Plans. We offer the following Subscription Plans:

Current pricing is available at https://justtalk.ai.

4.2 Free Trials. We may offer a free trial period for certain Subscription Plans. The free trial period duration will be specified for each plan on the Service at the time of registration. At the end of the free trial, your Account will automatically convert to a paid subscription unless you cancel before the trial period ends.

4.3 Billing and Payment.

• Billing Cycle: Paid subscriptions are billed in advance on a monthly or annual basis (as selected by you).
• Automatic Renewal: Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date.
• Payment Method: You must provide a valid payment method (credit card, debit card, or other accepted payment method).
• Authorization: By providing a payment method, you authorize us to charge the applicable fees to that payment method.

4.4 Price Changes. We reserve the right to change our pricing at any time. Price changes will take effect at the start of your next billing cycle after we provide you with at least [30] days' notice. If you do not agree to the price change, you may cancel your subscription.

4.5 Taxes. All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales tax, VAT, GST, and other indirect taxes. We will collect such taxes if required by law.

4.6 Refunds. All fees are non-refundable except as required by law or as expressly stated in these Terms. If you cancel your subscription, you will continue to have access to the Service until the end of your current billing cycle, but you will not receive a refund for any unused portion.

4.7 Late Payment. If we do not receive payment from your payment method, we may suspend or terminate your Account. You will be responsible for all costs of collection, including reasonable attorneys' fees.

4.8 Downgrades. If you downgrade to a lower-tier Subscription Plan, you may lose access to certain features, and your User Content may be subject to storage limits. We are not responsible for any loss of User Content resulting from a downgrade.

5. LICENSE AND RESTRICTIONS

5.1 License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes (or personal purposes, if using a personal plan).

5.2 License Restrictions. You may not:

• Copy, modify, or create derivative works of the Service
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Service available to third parties
• Remove, alter, or obscure any proprietary notices (copyright, trademark, etc.) on the Service
• Use the Service to build a competitive product or service
• Use the Service in any manner that violates applicable laws or regulations
• Use the Service to send spam, malware, viruses, or other harmful code
• Attempt to gain unauthorized access to the Service or related systems

5.3 Third-Party Services. The Service may integrate with third-party services (e.g., payment processors, cloud storage, authentication providers, analytics). Your use of such third-party services is governed by their respective terms of service and privacy policies.

6. USER CONTENT

6.1 User Content Ownership. You retain all ownership rights in your User Content. We do not claim ownership of any User Content you upload or submit through the Service.

6.2 License to User Content. By uploading or submitting User Content to the Service, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with:

• Providing and improving the Service
• Promoting the Service (with your permission)
• Complying with legal obligations

This license terminates when you delete your User Content from the Service, except that:

• Deletion may not be immediate due to technical or operational limitations (e.g., backups)
• We may retain User Content as required by law or to resolve disputes

6.3 User Content Restrictions. You may not upload, submit, or transmit User Content that:

• Infringes any Intellectual Property Rights of others
• Contains viruses, malware, or other harmful code
• Violates any applicable law or regulation
• Is defamatory, obscene, pornographic, abusive, or harassing
• Promotes illegal activities, violence, or discrimination
• Impersonates another person or entity
• Contains private or confidential information of others without authorization

6.4 Content Monitoring. We have no obligation to monitor User Content, but we reserve the right to:

• Review, edit, or remove User Content that violates these Terms
• Suspend or terminate Accounts that violate these Terms
• Cooperate with law enforcement in investigating illegal activities

6.5 Backup Responsibility. You are solely responsible for backing up your User Content. We are not responsible for any loss or corruption of User Content.

7. INTELLECTUAL PROPERTY

7.1 Service Ownership. The Service, including all Content (other than User Content), features, functionality, software, text, graphics, logos, and trademarks, is owned by Company or its licensors and is protected by U.S. and international copyright, trademark, patent, and other Intellectual Property Rights.

7.2 Trademarks. JustTalk AI, the JustTalk AI logo, the JustTalk AI Platform, and other Company marks are trademarks or registered trademarks of Company. You may not use our trademarks without our prior written consent.

7.3 Feedback. If you provide us with feedback, suggestions, or ideas about the Service ("Feedback"), you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

8. ACCEPTABLE USE POLICY

8.1 Prohibited Activities. You may not use the Service to:

Illegal Activities:

• Violate any local, state, national, or international law or regulation
• Promote or facilitate illegal activities (e.g., drug trafficking, money laundering, fraud)

Abuse and Harassment:

• Harass, threaten, intimidate, or abuse other users
• Engage in hate speech, discrimination, or bullying

Spam and Unsolicited Communications:

• Send spam, phishing emails, or unsolicited commercial messages
• Use the Service for bulk email marketing without recipients' consent

Security Violations:

• Attempt to gain unauthorized access to the Service or other users' Accounts
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Use automated tools (bots, scrapers, crawlers) without our permission
• Probe, scan, or test the vulnerability of the Service
• Circumvent security features or authentication measures

Intellectual Property Violations:

• Upload Content that infringes copyright, trademark, patent, or other Intellectual Property Rights
• Distribute pirated software, illegal content, or stolen materials

Malicious Code:

• Upload or transmit viruses, worms, malware, ransomware, or other harmful code

Misrepresentation:

• Impersonate another person, company, or entity
• Falsely state or misrepresent your affiliation with any person or entity

Resource Abuse:

• Excessively use system resources in a manner that negatively impacts other users
• Use the Service in a way that overloads our servers or infrastructure

8.2 Enforcement. If you violate this Acceptable Use Policy, we may:

• Issue a warning
• Suspend or limit your access to the Servicefff
• Terminate your Account
• Remove or disable access to violating Content
• Report violations to law enforcement

9. TERMINATION AND SUSPENSION

9.1 Termination by You. You may terminate your Account at any time by:

• Canceling your subscription through your Account profile
• Contacting us at support@justtalk.ai

Upon termination, you will continue to have access to the Service until the end of your current billing cycle. No refunds will be provided for any unused portion of your subscription.

9.2 Termination by Us. We may suspend or terminate your Account at any time, with or without notice, if:

• You violate these Terms
• You fail to pay applicable fees
• We are required to do so by law
• We discontinue the Service (with 30 days' notice)

9.3 Effect of Termination. Upon termination:

• Your license to use the Service will immediately terminate
• We may delete your Account and User Content
• You must immediately cease all use of the Service

9.4 Survival. The following sections will survive termination: Sections 6.2 (License to User Content), 7 (Intellectual Property), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), and 15 (General Provisions).

10. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT

WE DO NOT GUARANTEE:

• Uptime or availability (while we strive for high availability, we do not guarantee 99.9% uptime or any specific uptime percentage unless you have a separate Service Level Agreement)
• Data security or backup (you are responsible for backing up your User Content)
• Compatibility with third-party services

USE OF THE SERVICE IS AT YOUR OWN RISK.

11. LIMITATION OF LIABILITY

11.1 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL AMOUNT YOU PAID TO US IN THE 3 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR

(B) $100.

11.2 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• LOSS OF GOODWILL OR REPUTATION
• COST OF SUBSTITUTE SERVICES

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Basis of the Bargain. You acknowledge that the limitations of liability in this Section 11 are a fundamental part of the basis of the bargain between you and us, and that we would not provide the Service without these limitations.

11.4 Exceptions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the fullest extent permitted by law.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Your use of the Service;

(b) Your violation of these Terms;

(c) Your violation of any rights of another party, including Intellectual Property Rights;

(d) Your User Content; or

(e) Your violation of any applicable laws or regulations.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

13. DISPUTE RESOLUTION

13.1 Informal Resolution. Before filing a claim, you agree to send us a written Notice ("Notice") to 131 Continental Dr Suite 305 Newark, DE, 19713 US and attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you via email. If the dispute is not resolved within 60 days, either party may proceed to arbitration or small claims court.

13.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration, rather than in court, except that:

• You may assert claims in small claims court if your claims qualify
• Either party may seek injunctive or equitable relief in court to prevent infringement of Intellectual Property Rights

Arbitration Rules:

• Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (the "AAA Rules").
• The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.
• The arbitrator will apply the substantive law of Delaware (without regard to conflict of laws principles).

Arbitration Process:

• The arbitration will be conducted by a single, neutral arbitrator.
• The arbitrator's decision will be final and binding, and may be entered as a judgment in any court of competent jurisdiction.
• The arbitrator may award any relief that would be available in court, including attorneys' fees and costs if authorized by law.

Costs:

• Each party will pay its own arbitration fees, except that if you are a consumer (not a business), we will pay all AAA filing, administration, and arbitrator fees for claims totaling less than $10,000 (unless the arbitrator determines the claims are frivolous).

Location:

• If you are a consumer, arbitration will take place in the county where you reside. If you are a business, arbitration will take place in Newark, Delaware.

13.3 Class Action Waiver. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR MULTI-PARTY ACTION.

Unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of class, collective, representative, or multi-party proceeding.

If this Class Action Waiver is found to be unenforceable, the entirety of this arbitration provision (Section 13.2) shall be null and void.

13.4 Opt-Out. You have the right to opt out of the arbitration provision and class action waiver. To opt out, you must notify us in writing within 30 days of first accepting these Terms. Your opt-out notice must include:

• Your full name
• Email address associated with your Account
• Statement that you wish to opt out of arbitration

Send your opt-out notice to:

JustTalk AI, LLC Attn: Legal Department – Arbitration Opt-Out 131 Continental Dr Suite 305 Newark, DE, 19713 US Email: legal@justtalk.ai

If you opt out, you will not be bound by the arbitration provision, but all other provisions of these Terms will still apply.

13.5 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

13.6 Venue. If arbitration is not required (e.g., you opt out or the dispute is not arbitrable), any legal action arising out of or related to these Terms shall be filed exclusively in the state or federal courts located in Newark, Delaware, and you consent to the personal jurisdiction of such courts.

14. DMCA COPYRIGHT POLICY

14.1 Copyright Infringement Notification. We respect the Intellectual Property Rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA), we will respond to notices of alleged copyright infringement that comply with the DMCA and other applicable laws.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Service, please notify our DMCA Agent (identified below) with the following information:

(a) An electronic or physical signature of the person authorized to act on behalf of the copyright owner;

(b) A description of the copyrighted work that you claim has been infringed;

(c) A description of where the infringing material is located on the Service (provide URLs if possible);

(d) Your contact information (address, telephone number, email address);

(e) A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

DMCA Agent:

JustTalk AI, LLC Email: dmca@justtalk.ai

14.2 Counter-Notification. If you believe that material you posted was removed or disabled in error, you may submit a counter-notification to our DMCA Agent with the following information:

(a) Your physical or electronic signature;

(b) Identification of the material that has been removed or disabled and the location where it appeared before removal;

(c) A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;

(d) Your name, address, telephone number, and email address; and

(e) A statement that you consent to the jurisdiction of the federal court in Delaware, and that you will accept service of process from the person who provided the original DMCA notification.

14.3 Repeat Infringer Policy. We will terminate the Accounts of users who are repeat infringers of copyright in accordance with the DMCA.

15. PRIVACY AND DATA SECURITY

15.1 Privacy Policy. Our Privacy Policy https://justtalk.ai/privacy explains how we collect, use, and share your personal information. By using the Service, you agree to our Privacy Policy.

15.2 Data Security. We implement reasonable security measures to protect your data, but we cannot guarantee absolute security. See Section 10 (Disclaimer of Warranties) for details.

15.3 Data Processing Agreement. If you are located in the European Economic Area, UK, or Switzerland, or if you process personal data of individuals in those regions through the Service, our Data Processing Agreement https://justtalk.ai/dpa applies.

16. CHANGES TO TERMS

16.1 Modifications. We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by:

• Posting the updated Terms on the Service with a new "Last Updated" date
• Sending you an email notification (to the email address associated with your Account)
• Displaying a prominent notice on the Service

16.2 Effective Date. Material changes will take effect 30 days after we provide notice. Non-material changes (e.g., clarifications, formatting) will take effect immediately upon posting.

16.3 Continued Use. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and cancel your Account.

17. GENERAL PROVISIONS

17.1 Entire Agreement. These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Company with respect to the Service and supersede all prior agreements, understandings, and communications, whether written or oral.

17.2 Assignment. You may not assign or transfer these Terms or your Account without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of assets.

17.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

17.4 Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by Company. No waiver of any breach shall constitute a waiver of any other breach.

17.5 Force Majeure. We shall not be liable for any delay or failure to perform our obligations under these Terms due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or interruptions in internet or telecommunications services.

17.6 Export Compliance. You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations and International Traffic in Arms Regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. export restrictions or sanctions.

17.7 Government Users. If you are a U.S. government entity, the Service is a "commercial item" as defined in 48 C.F.R. §2.101 and is provided with only those rights as are granted to all other users under these Terms.

17.8 Relationship. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and Company.

17.9 Third-Party Beneficiaries. These Terms are for the benefit of you and Company only, and no third party shall have any right to enforce these Terms.

17.10 Notices. Notices to you may be sent to the email address associated with your Account. Notices to us must be sent to legal@justtalk.ai. Notices are deemed received when sent (for email) or upon receipt (for mail).

17.11 Language. These Terms are written in English. Any translation is provided for convenience only. In the event of any conflict between the English version and a translated version, the English version shall prevail.

17.12 California Residents. If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

18. CONTACT US

If you have questions about these Terms, please contact us:

JustTalk AI, LLC 131 Continental Drive Suite 305 Newark, DE US

Email: support@justtalk.ai Phone: Support Portal: https://docs.justtalk.ai