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Terms of Service for Content Creation

Content Submission and Use
Terms & Conditions

Last Updated: August 20, 2026

THESE TERMS ARE IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS. PLEASE CAREFULLY READ THESE TERMS PRIOR TO SIGNING UP FOR THE SERVICE OR SUBMITTING CONTENT TO TALKSHOP. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE. PLEASE READ THESE TERMS AND THE ARBITRATION PROVISION SO THAT YOU ARE AWARE OF YOUR LEGAL RIGHTS.

Section 1 – Introduction, Consent to Terms, & Eligibility.

This Content Submission and Use Terms & Conditions ("Terms") is entered into and made effective on the date of your (as defined below) signature, between TalkShop Digital, Inc., a Delaware corporation (“TalkShop”, “we”, “us”, or “our”) and the individual who has agreed to these Terms (herein “you”, “your”, or “user”, or “users”). TalkShop is a student creator and marketing platform, more particularly described on our “Website” at https://talkshop.io/ (referred to herein as our “Platform”).

These Terms apply to all users who submit audio, video, pictorial, written, typographic, or other content (referred to as “Content”) to TalkShop (herein the “Service”). If you do not agree to these Terms, please do not sign up for our Service or submit Content.

You acknowledge and agree that by clicking on the button labeled “SUBMIT”, “ACCEPT”, “AGREE”, or such similar links as may be designated by TalkShop to accept these Terms, you are submitting a legally binding electronic signature and entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances, or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”), YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES. Further, you waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature.

By agreeing to this Agreement, you represent and warrant that you are at least eighteen (18) years of age and that you have the full legal capacity, right, power, and authority to enter into these Terms. TalkShop does not knowingly accept Content from any individual under the age of eighteen (18). If TalkShop determines, believes, or suspects that you are under eighteen (18) years of age, TalkShop may reject or remove your Content, withhold or reverse any Compensation, and terminate your access to the Service, in each case without liability to you.

Section 2 – Content and General Content Terms.

General Terms:

You understand that the purpose of this engagement is for TalkShop to obtain the Content from you in order to promote, highlight, market, advertise, preview, or otherwise use the Content in connection with the Platform. This includes, without limitation, TalkShop's right (and the right of its affiliates, sublicensees, and agents) to use the Content for these promotional and marketing purposes on or through the Platform, or their own separate website, social media pages, third-party applications or platforms, advertising networks, or any other media, channels, or methods associated with its/their business.

Your Content will be based on written instructions provided to you by TalkShop, which shall include, for example: subject(s), approximate length, type of content requested, and any other technical or other content requirements (herein the “Instructions”). Instructions will be provided to you by electronic or other means. If the Instructions provide a deadline for submission, you agree to provide the Content on or before the listed deadline.

In order to receive Compensation (as defined below) for your Content, you agree to deliver Content to TalkShop that materially complies with the Instructions. Failure to materially comply with the Instructions may preclude you from receiving Compensation for your Content, and TalkShop shall have no obligation to pay you Compensation for materially deficient Content.

TalkShop reserves the right to review, edit, or reject any Content, at its sole discretion. You agree to make reasonable revisions to the Content as requested by TalkShop to ensure compliance with the Instructions. If your Content is determined to be deficient, in order to receive the Compensation, you will have the opportunity to re-submit Content, in accordance with the Instructions or feedback by TalkShop.

Submitting Content does not guarantee that your Content will be used by TalkShop.

All submitted Content must also comply with the following “Content Guidelines”:

  • Originality: All Content must be original and created by you, other than any music or other material expressly furnished or approved in writing by TalkShop. You represent and warrant that the Content does not infringe upon any third-party intellectual property rights, including copyrights, trademarks, or rights of publicity.

  • Third-Party Copyrighted Materials: Content must not contain any music, sound recording, lyric, audio sample, video clip, photograph, artwork, footage, or other third-party material, except material TalkShop has furnished to you or approved in writing in advance.

  • No Third-Party Goods or Services: Content must not promote, endorse, or feature third-party products, services, brands, or logos unless expressly authorized in writing by TalkShop in the provided Instructions.

  • Two Formats: Unless the Instructions expressly provide otherwise, you agree to deliver each item of Content in each of the following two formats: (i) a version that contains no music or other third-party audio of any kind (the “Clean Version”); and (ii) a version with music that TalkShop has expressly made available to you or that TalkShop has otherwise approved in writing in advance (the “Licensed Music Version”), if any.

  • Appropriate Content: Content must not contain:

    • Nudity, sexually explicit material, or suggestive content.
    • Profanity, obscene language, or offensive material.
    • Violence, threats, or depictions of harm.
    • Discrimination, harassment, or hate speech based on race, ethnicity, gender, religion, sexual orientation, disability, or any other protected characteristic.
    • Illegal activities or content that violates applicable laws or regulations.
    • Misleading, false, or deceptive information.

  • Platform Relevance: Content must align with the purpose of promoting, highlighting, or showcasing the features, benefits, or user experiences of the TalkShop Platform, as specified in the Instructions.

  • Quality Standards: Content must meet professional quality standards, as specified in the Instructions.

  • Prohibited Activities: You may not submit Content that contains viruses, malware, or other harmful code or materials.

Content Removal, Modification, and Enforcement

TalkShop may, at any time and in its sole and absolute discretion, with or without cause, with or without notice to you, and without any obligation to state a reason: (i) reject, decline, refuse to publish, or refuse to distribute any Content; (ii) remove, delete, disable, hide, unpublish, de-index, restrict, demonetize, age-gate, geo-restrict, or otherwise limit access to any Content, in whole or in part; (iii) edit, redact, crop, truncate, reformat, watermark, caption, annotate, or otherwise modify any Content; (iv) suspend, restrict, limit, or terminate your access to the Platform, the Service, or any account, feature, or program associated with you; and (v) take any other action TalkShop deems appropriate with respect to Content or your participation. TalkShop's rights under this Section apply to all Content, including Content that was previously reviewed, accepted, approved, published, distributed, or compensated, and including Content that is compliant with this Agreement, the Instructions, and all Content Guidelines.

Without limiting the foregoing, TalkShop may exercise the rights described in this Section for any reason or for no reason, including where TalkShop determines, believes, or suspects that Content or your conduct:

  • Non-Compliance. Violates or may violate this Agreement, the Instructions, the Content Guidelines, or any other TalkShop policy, terms, or guideline, as each may be updated from time to time.
  • Legal Risk. Violates or may violate any applicable law, rule, regulation, court or governmental order, or the rights of any third party, including intellectual property, publicity, privacy, contract, or data protection rights.
  • Third-Party Demand. Is the subject of any complaint, claim, notice, takedown request, dispute, subpoena, or demand from any person, rights holder, platform, advertiser, payment provider, app store, or governmental or regulatory authority, whether or not that demand is substantiated, adjudicated, or ultimately withdrawn.
  • Brand and Reputational Harm. Is or may be inconsistent with TalkShop's brand, business interests, editorial standards, community standards, or commercial relationships, or is or may be embarrassing, objectionable, offensive, deceptive, disparaging, or otherwise harmful to TalkShop, its users, its partners, or any third party, in each case as determined by TalkShop.
  • Safety and Integrity. Poses or may pose a risk to the security, integrity, stability, or lawful operation of the Platform or the Service, or is associated with fraud, manipulation, artificial engagement, circumvention of TalkShop systems, or misuse of the Service.
  • Otherwise. Is otherwise determined by TalkShop, in its sole and absolute discretion, to warrant removal, modification, restriction, or any other action described in this Section.

Nothing in this Section shall be interpreted as requiring TalkShop to establish, demonstrate, or substantiate any ground before exercising any right described in this Section, or to apply this Section consistently across Content, users, or time.

Any review, if any, that TalkShop does undertake is performed solely for TalkShop's own benefit and shall not be relied upon by you or any third party, and shall not be deemed an approval, endorsement, verification, or acceptance of any Content or a determination that any Content complies with this Agreement or applicable law.

You acknowledge and agree that TalkShop's rights under this Section are essential to TalkShop's business and are a material inducement to TalkShop entering into this Agreement. You waive, release, and agree not to assert against TalkShop or its affiliates, officers, directors, employees, agents, licensees, successors, and assigns any claim, demand, action, loss, or liability of any kind arising out of or relating to the rejection, removal, deletion, restriction, modification, non-publication, non-distribution, non-use, or delayed use of any Content, or the suspension or termination of your access or participation, including any claim for lost profits, lost Compensation, lost opportunity, lost goodwill, reputational harm, moral rights, droit moral, rights of attribution or integrity, unjust enrichment, promissory estoppel, breach of implied covenant, or interference with prospective economic advantage. Your sole and exclusive remedy for any dissatisfaction with any action taken under this Section is to cease submitting Content.

Removal or non-use of Content shall not entitle you to any Compensation, refund, credit, restoration, reinstatement, or other payment of any kind, and TalkShop may withhold, offset, reverse, forfeit, or recoup any Compensation payable or previously paid with respect to Content removed, rejected, or restricted under this Section. TalkShop is under no obligation to provide advance notice, a reason, a copy of removed Content, a record of the action taken, an opportunity to cure, or any appeal, review, or reinstatement process; where TalkShop elects to offer any such notice, cure period, or review, it does so as an accommodation only, in its sole discretion, on a case-by-case basis, and without creating any precedent, course of dealing, or obligation to do so in any other instance.

This Section shall survive any expiration or termination of this Agreement in accordance with Section 6 (Term), and TalkShop's rights under this Section shall continue to apply to all Content for so long as any copy of that Content remains in TalkShop's possession or control.

Section 3 – License, Permission, and Use

By agreeing to these Terms and submitting Content to TalkShop, you grant TalkShop, its affiliates, sublicensees, and agents a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and transferable license to use, reproduce, distribute, modify, adapt, publicly perform, publicly display, sublicense, and create derivative works from the Content. This license includes the right to upload, share, market, advertise, promote, and commercialize the Content, including your likeness, name, image, voice, appearance, performance, biographical information, statements, and other direct or indirect elements you have included in your submitted Content, on TalkShop’s Platform, Website, social media pages, third-party applications or platforms, and any other current or future media, channels, or methods used in connection with TalkShop’s business, such as third-party advertising platforms, and also including without limitation organic social media, paid social media, digital advertising, websites, email, streaming media, connected television, broadcast television, theatrical, print, out-of-home advertising, events, and any other current or future advertising, promotional, marketing, or communications channel, whether now in effect or hereinafter created.

This license also specifically includes the right for TalkShop to grant sublicenses of any or all of these rights to third-party entities (including, without limitation, schools, educational institutions, or other organizations that may purchase or otherwise acquire sublicense rights to the Content for their own use, distribution, or incorporation in connection with TalkShop’s services or offerings). Such sublicenses may be granted through multiple tiers and through an unlimited number of successive levels, and each sublicensee, at every tier, shall have the right to grant further sublicenses of any or all of the rights granted to it, and to authorize the exercise of those rights on its behalf, in each case to its own affiliates, agencies, contractors, subcontractors, vendors, production companies, media buyers, distributors, resellers, licensees, successors, and assigns, and to any other person or entity, in each case without notice to you and without your further consent, approval, or signature. TalkShop has no obligation to police, monitor, audit, or enforce the conduct of any sublicensee or downstream transferee at any tier, and shall have no liability to you for the acts or omissions of any of them. For the avoidance of doubt, no additional compensation, royalties, fees, or other payments of any kind will be due or payable to you (or any other person or entity) in connection with any such sublicenses, their exercise, or any revenue or benefits derived therefrom.

You acknowledge and agree that TalkShop, its sublicensees, and their sublicensees may edit, cut, re-order, dub, re-voice, caption, subtitle, translate, add music or other audio to, combine with other content, and otherwise modify the Content, and may incorporate the Content, in whole or in part, into advertisements, commercials, and other promotional or marketing materials, in each case without further notice to you, without your consent, and without any additional compensation. To the fullest extent permitted by law, you irrevocably waive, and agree not to assert, any right of attribution or integrity, any so-called “moral rights” or droit moral, and any analogous right arising under the laws of any jurisdiction, in connection with the Content. You further acknowledge that TalkShop makes no representation as to whether or how any sublicensee will use, modify, or combine the Content, and that any such use, modification, or combination by a sublicensee is undertaken at that sublicensee’s own risk and is that sublicensee’s sole responsibility as between you and TalkShop.

You retain ownership of your Content, subject to the license granted to TalkShop (and its affiliates and sublicensees) under these Terms. You represent and warrant that you have all necessary rights to grant this license and that the Content does not infringe upon any third-party rights or violate applicable laws.

You waive any right to inspect or approve TalkShop’s use of the Content prior to its publication, use on the Platform, or licensing to third parties. Neither TalkShop nor a sublicensee is obligated to use the Content, and nothing in these Terms guarantees such use. TalkShop and its sublicensees may, in their sole discretion, determine how and whether to utilize the Content in connection with its/their business.

If you change your mind about granting the license outlined herein, you have until (i) the payment of the Compensation, or (ii) fifteen (15) days, whichever is shorter, to revoke this license. Once you are paid the Compensation or it has been fifteen (15) days since your submission, whichever is shorter, this license shall become irrevocable. Any revocation is forward-looking only and does not require TalkShop or any sublicensee to recall, remove, or discontinue any use of Content already published, distributed, sublicensed, delivered, or incorporated

You agree not to do anything that would impair TalkShop or its sublicensees’ ability to use your Content (including but not limited to a DMCA Takedown) and agree to indemnify TalkShop, its sublicensees, and any of their agents, employees, or otherwise, and be responsible for any such actions.

Section 4 – Compensation

In consideration of your submission of Content that materially complies with the Instructions, TalkShop agrees to pay you those amounts as described to you in the written request for your Content (herein the “Compensation”). The Compensation is being paid to you in consideration of the consents and permissions outlined herein, for your Service, and you agree to the same.

Compensation will be made available to you through a third-party application shortly after TalkShop has reviewed your Content to ensure material compliance with the Instructions. If your Content does not materially comply with the Instructions, you can submit new Content that complies with the Instructions. Otherwise, you will not be paid the Compensation. If you are not paid Compensation, TalkShop will not use your Content, and no license will be granted hereunder to TalkShop.

Since your Compensation will be made available to you through a third-party application, it is your duty to ensure that you have input all required information to obtain the Compensation. Failure to do so will be borne solely by you. If you fail to obtain the Compensation after being made available to you, you agree that your license and permissions granted hereunder will be granted with the consideration of being featured on our Platform or other uses, and the benefits that may come from such uses, which you agree is adequate consideration.

It is your duty and responsibility to read the relevant terms of the third-party application that we use for payment. We are not related to the third-party payment application(s) and have no responsibility for their conduct.

By agreeing to these Terms, you hereby waive any and all rights to claims of additional payment or royalties in connection with any commercialization, use, or otherwise in connection with your Content, likeness, or otherwise.

Section 5 – TalkShop Intellectual Property

The contents of TalkShop’s Platform are protected by United States and international copyright laws. The contents of TalkShop’s Platform are owned exclusively by TalkShop or licensed to TalkShop. You may not, and may not cause or encourage others to, reproduce, distribute, display, sell, transfer, assign, license or use for commercial purposes any copyrighted material on TalkShop’s Platform (the “Intellectual Property”) without TalkShop’s prior written consent. All rights not expressly granted in these Terms are reserved to TalkShop.

TalkShop and its name, logos, slogans, or otherwise are trademarks or service marks ("Marks") of TalkShop. All rights in these Marks are reserved by TalkShop. You do not have any authority to use TalkShop’s Marks, in any manner, except as expressly permitted by TalkShop. You also do not have any rights to use the marks of third-parties who are sublicensees of your Content, without the express written permission of these third-party sublicensees.

Section 6 – Term

This Agreement shall have a term of fifteen (15) years. Termination of this Agreement does not alter any obligations, promises, warranties, agreements, or otherwise. All sections of this Agreement shall survive termination.

Section 7 – Waivers and Releases

By executing these Terms, you hereby waive any and all rights, claims, or causes of action of any kind arising out of or in connection with TalkShop’s use of your Content and likeness in accordance with these Terms, and forever release and discharge TalkShop and its owners, agents, employees, affiliates, sublicensees, and related parties from any and all causes of action, demands, litigation, costs, fees, or otherwise that you may suffer as a result of this limited engagement, except for those arising out of the gross negligence or intentional misconduct of TalkShop or its sublicensees.

You hereby release, defend, indemnify, and hold TalkShop and its sublicensees harmless from any and all claims, demands, costs (including attorneys’ fees) and causes of action of any kind or nature whatsoever, now and in the future, including without limitation defamation, infliction of emotional distress, and invasion of privacy, arising out of or in connection with the use of your Content, likeness, and appearance in connection with TalkShop’s business or endeavors, or the business or endeavors of its sublicensees.

You acknowledge that TalkShop and its sublicensees will rely on these permissions and consents outlined herein, potentially at substantial cost to TalkShop and its sublicensees, and you agree not to assert any claim of any nature whatsoever (including any claims for injunctive relief or money damages) against TalkShop or its sub-licensees or related parties relating to the exercise of this permission or to the use of your likeness or Content, unless in material breach of these Terms.

Section 8 – Relationship

Nothing contained in these Terms shall be regarded as creating an employment, joint venture, or partnership relationship between you and TalkShop, who are, at all times, independently contracting third-parties.

Section 9 – Confidential Information

You acknowledge and agree that you may be granted access to certain information that is treated as confidential and proprietary by TalkShop, including, without limitation: technology, information pertaining to TalkShop’s operations and strategies, marketing, or other distinguishing elements, regardless of whether spoken, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). You agree not to use TalkShop’s Confidential Information, directly or indirectly, for any commercial purpose.

Section 10 - Disclaimers

THIS ENGAGEMENT IS BEING PROVIDED TO YOU 'AS IS' AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TALKSHOP AND ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS EXCLUDES ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

IF YOU ARE AN ADVISOR ON OUR PLATFORM, SUBMITTING CONTENT DOES NOT GUARANTEE THAT YOU WILL SEE AN INCREASE OR ANY MINIMUM NUMBER OF ENGAGEMENTS WITH PEERS.

WE EXPRESSLY DISCLAIM ANY LIABILITY FOR LOSS OR DAMAGE SUSTAINED BY YOU AS A RESULT OF THIS LIMITED ENGAGEMENT, OR ANYTHING IN CONNECTION THEREWITH.

Section 11 – Limitation of Liability

WE SHALL NOT BE LIABLE TO YOU NOR ANY THIRD-PARTY FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL TALKSHOP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE TOTAL COMPENSATION WE PAID YOU.

YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO THESE TERMS MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE.

Section 12 – Indemnification

You agree to defend, indemnify and hold TalkShop, its agents, employees, directors, officers, owners, etc., as well as its sublicensees, harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any claim, action, or demand arising from (i) your breach of these Terms; (ii) your breach of applicable law, and (iii) any claim that the Content, or the exercise by TalkShop or by any sublicensee at any tier of the rights granted under Section 3, infringes, misappropriates, or otherwise violates any copyright, trademark, trade dress, trade secret, right of publicity, right of privacy, moral right, or other right of any person, including any claim asserted by or on behalf of any recording artist, record label, music publisher, performing rights organization, or other music rights holder.

TalkShop agrees to defend, indemnify and hold you harmless for any loss resulting from any claim, action, or demand arising from TalkShop’s material breach of these Terms, except to the extent primarily caused by your actions.

Section 13 – General Provisions

Entire Agreement. Except for (i) the Instructions, and (ii) Compensation information, these Terms contains the entire agreement between you and TalkShop as to the matters set forth herein.

Waiver. The failure by TalkShop to enforce any provision of these Terms shall not be construed as a waiver or limitation of TalkShop’s right to subsequently enforce and compel strict compliance with every provision of these Terms.

Assignment. You may not assign, pledge, delegate, or otherwise transfer any of your rights or obligations under these Terms without TalkShop’s prior written consent.

Third-Party Beneficiaries. TalkShop’s affiliates, agents, and sublicensees, and their respective successors and assigns, are intended third-party beneficiaries of the licenses, consents, permissions, representations, warranties, waivers, releases, indemnities, disclaimers, and limitations of liability set forth in these Terms, and each of them may enforce those provisions directly against you as if it were a party hereto.

Applicable Law and Mandatory Binding Arbitration. These Terms shall be governed by the laws of the State of California. All disputes out of or in connection with these Terms shall be subject to mandatory binding arbitration in Palo Alto, California.

Class Action Waiver. To the extent permitted by applicable law, you and TalkShop agree that any dispute arising out of these Terms, your Service, or TalkShop’s use of your Content is personal to you, and that any disputes, if any, will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of similar proceeding.

Severability. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If an arbitrator or panel of arbitrators finds that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.