Last Updated: November 8th, 2025

THESE TERMS ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS. PLEASE CAREFULLY READ THESE TERMS OF SERVICE PRIOR TO USING OUR SERVICES. 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.

Welcome to TalkShop Digital, Inc., a Delaware corporation (referred to herein as “TalkShop”, “we”, “us”, or “our”) Terms of Service (referred to herein as the “Terms”). TalkShop is a mentorship marketplace for Mentors (as defined below) to provide a variety of services to Clients (as defined below) related to college admissions, campus life, and more. The persons providing the mentorship services are called a “Mentor” or “Mentors” whereas the persons seeking to hire a Mentor are called a “Client” or “Clients”. Mentors and Clients are referred to herein collectively as a “User”, Users”, or “you”.

If you do not agree to these Terms, we ask that you please not use our mentorship marketplace (the “Services”). Signing up or becoming a User of our Platform constitutes acceptance of these Terms.

These Terms apply to all users of our website www.talkshop.io , our mobile website, and our mobile application, as well as modified, edited, or amended versions thereto (collectively our “Platform”). By using our Platform or signing up for our Services, you agree to be bound by these Terms.

We reserve the right to modify the contents of these Terms at any time, upon thirty (30) days' written notice. You agree that it is your responsibility to monitor changes to these Terms. Any modification to these Terms will be notated at the top of this Terms and will also be communicated to you in writing. Failure to terminate these Terms and the underlying relationship, in writing, within thirty (30) days after notification of an update or modification to these Terms will constitute explicit acceptance by you any all such modifications or changes.
Section 2 - Our Role Providing Services and Third-Party Disclaimer.{" "}

TalkShop owns and operates the Platform. Our Platform connects Clients (those looking for services from Mentors) with Mentors (the providers of the Services).

TalkShop offers the Platform that enables Users to connect with one another, book and engage in a Session (as defined below), enter into service contracts, and pay (or get paid) for those college guidance and information services contracted for between Users (each, referred to herein as a “Session”). You expressly acknowledge and agree that TalkShop is not an employer of Users but rather enables Clients to find Mentors on our Platform.

By using our Platform or signing up for our Services, you expressly acknowledge and agree that TalkShop does not supervise, control, or monitor the performance by Users with respect to their contractual obligations on our Platform. Each User of our Platform is an independently contracting third-party and not an agent of TalkShop.{" "}

By using our Platform or signing up for our Services, each User expressly acknowledges and agrees that TalkShop (a) is not responsible for the information, content, or other advice given by Mentors; (b) is not responsible for the offering of services by Mentors; and (c) does not make any promises, representations, or warranties about the specific services offered or delivered from Mentors on our Platform (referred to herein as “MentorServices”), including that the MentorServices will meet your needs or desires.

TalkShop also does not endorse any of the conduct of its Users.

We do not require that Mentors submit credentials or qualifications before creating a profile and providing their services on our Platform. We do this because we want Mentors to be hired and engaged for their ability to provide quality services and not solely based on their credentials, especially since the type of services that are being offered vary. Since all Mentors are independent third-parties,  Mentors are solely responsible for their actions on our Platform, none of which can bind TalkShop. That said, if we determine that the services provided by a Mentor on our Platform does not meet our expectations for quality of services or other requirement(s) in our sole discretion, we will remove a Mentor and suspend or ban their Profile (as defined below) from being featured on our Platform.

By using our Platform or signing up for our Services, each Client is solely responsible for (a) evaluating and determining whether or not the services they are looking for can be offered by Mentors on our Platform; (b) reviewing and assessing the Profiles of Mentors prior to engaging a Mentor; (c) conducting any and all necessary due diligence (as determined by Client) prior to engaging a Mentor; (d) determining the terms of your engagement with a Mentor, subject to their skills, availability, and desires; and (e) fulfilling your obligations with respect to your engagement with a User.

All of our Users are solely responsible for their actions of any kind on our Platform.

All contracts entered into on our Platform are between Users and not TalkShop. TalkShop is not a party to these contracts and shall not bear any liability nor responsibility for any issues, disputes, or liability resulting from a contract between Users.  

BY USING OUR SERVICES, EACH USER EXPLICITLY AGREES THAT IF HE/SHE/IT HAS A DISPUTE WITH ANOTHER USER, THIS DISPUTE IS UNIQUE TO THE OTHER USER AND THAT TALKSHOP IS NOT AND SHALL NEVER BECOME A PARTY TO YOUR DISPUTE. BY USING OUR SERVICES, EACH USER HEREBY RELEASES TALKSHOP AND ITS OWNERS, AGENTS, PARENTS, SUBSIDIARIES, AND AFFILIATED COMPANIES FROM ANY AND ALL DAMAGES, ACTIONS, DEMANDS, LIABILITIES, OR SIMILAR, KNOWN OR UNKNOWN, ARISING OUT OF OR CONNECTED TO A DISPUTE BETWEEN USERS ON OUR PLATFORM.

Section 3 - Information is for General Informational Purposes.

TalkShop is a technology company that offers Clients the ability to connect with Mentors for a variety of service offerings. None of the service offerings are carried out by TalkShop.

All information of any kind communicated by a Mentor on or through our Platform is provided and intended for general information purposes only and should not be solely relied upon. Use of information provided by Mentors through our Platform is at your own risk. We highly recommend that you review the Profile, reviews, and make other considerations before engaging a Client on our Platform. We also highly recommend that whatever information you obtain from a Member is used in conjunction with other research, information, or other determinations that you choose to make.

Section 4 - Age Requirement, Registration, and Profiles.

Our Services are designed to be used by persons who are in high school, who are typically under the age of eighteen (18), and persons who are above the age of eighteen (18).

Please be aware that if you are under the age of eighteen (18), you can only sign up and use our Platform if approved by a parent/guardian or if your parent/guardian signs up for our Platform on your behalf. For each Session you book, your parent/guardian will also be required to approve of the Session before you sign up, attend the Session, and pay for the Session.

If you are a parent/guardian of a User, you represent and warrant the following:

You are the legal parent or guardian of the participating User;
You and the minor-User have voluntarily chosen to sign up on our Platform and you consent to the minor-User's uses of our Platform;{" "}
Signing up for a Session and paying the Mentor for a Session will ultimately be your responsibility.

Under no circumstances can our Platform be used by Users who are under the age of thirteen (13) and we do not target persons who are under thirteen (13) years old for our Services.

By using our Platform, you represent and warrant that (a) you are at least eighteen (18) years old or if you are under eighteen (18) years old, have signed up and created a Profile through your parent/guardian or with their approval and consent; and (b) have a working smartphone or computer.

To register for our Services, you are required to sign up and provide some information including, without limitation, your name, age, zip code, payment or bank information, and other information required by TalkShop and necessary to your use of our Platform.

By using our Services, you represent and warrant that (a) all information submitted is true and correct to the best of your knowledge; and (b) if there are any errors or inaccuracies that you submit to us, you will update this information as soon as you discover the inaccuracy.  

When you register for our Services, you will be prompted to create a profile (a “Profile”), which will include a variety of information about yourself, including, whether you are a Mentor or a Client, your background, skills, your photograph, and any other information required by TalkShop. You are free to add as much - or as little - information as you would like within the bounds of filling in all required fields.

Please be aware that certain information you submit will be publicly viewable by third parties. This information includes, without limitation, your username, bio, and anything related to or provided on your Profile, like your photograph. Please ensure that all information listed on your Profile is true and correct to your best belief and knowledge, is not in violation of any law or the rights of any third-parties, and is acceptable for viewing by minors.

All information you provide on our Platform and in connection with your Profile is at your own risk. If you are interested in keeping your private information private, please do not provide information that could be tracked to you as an individual.

Please be sure to only list public information that you want public and private information that you want to be kept private. We shall not be responsible nor liable to you nor any third-party in the event that you make private information public on your Profile.

You are also able to link third-party profiles, such as LinkedIn or your website. We are not affiliated with or endorsed by any of these third-party companies.

Your use of our Services involves the use of hardware, software, and access to the internet. These system requirements may change from time to time. You acknowledge and agree that all system or internet requirements for our Services is/are your sole responsibility, and you acknowledge and agree that failure to comply with all hardware, software, and internet requirements will be borne solely by you.{" "}

As a Mentor, you have the ability to set your preference on your Profile to video, voice only, or both. This information can be changed at any time by amending this setting on your Profile.

You are solely responsible for maintaining confidentiality of your password and account information and are responsible for all activity that takes place on your account.

We reserve the right to terminate any User's access to our Platform for any reason, with or without notice, for any breach of these Terms or other reason in our sole discretion.

Section 5 - How our Services Work, Fulfillment, and Missed Sessions.{" "}

The services offered by Mentors and the charges for these services can be found on our Platform at the time of purchase.

The permitted categories of services offered by Mentors can also be found on our Platform at the time of purchase. TalkShop reserves the right to amend, modify, delete, or supplement the permitted categories of services offered by Clients at any time, with or without notice.{" "}

All MentorServices offered are at the discretion of the Mentor (subject to the limitations set forth herein). Prices for MentorServices are set by Mentors, who, in addition to price, determine the other elements of the Booking, including availability, time-slots, and nature of services.

When you are ready to engage a Mentor for the MentorServices, simply order the MentorServices on our Platform and include all pertinent information requested at the time of purchase, such as the type of MentorServices, date(s) for the MentorServices, time(s) for the MentorServices to be rendered, and other information required of you when you submit an order for the MentorServices (referred to herein as a “Booking” or “Booking”).

Bookings can be made in the increments and other preferences permitted by a Mentor. Mentors are able to set their own preferences for the services they provide, such as dates, lengths of bookings, audio/visual preferences, and other settings and preferences permitted by TalkShop. If your Mentor sets their preferences for audio only, you will be making a Booking subject to their audio only preference.{" "}

Before submitting an offer to a Mentor for MentorServices, you will be shown an order confirmation screen describing the inclusions of your Booking. It is the sole responsibility of each Client to ensure that everything submitted on your order for MentorServices is correct.  

Prior to submitting a Booking, each Client will be required to input their payment information on our Platform. Once a Client has submitted their Booking, the Booking is sent to the Mentor for approval or rejection. If your Booking is rejected, your card is never authorized by our third-party payment processor. Once a Booking is accepted by the Mentor, the provided credit card will be authorized for the total cost of the Booking. Only once the MentorServices have been provided will your card be charged. The money that we hold onto prior to releasing to a Mentor is call “Mentor Funds”). Changes or cancellations of your Booking will be subject to our Cancellation & Refunds Policy, outlined below.

Please be aware that making a Booking does not guarantee you the date(s) or availability stated in a Booking, which must be accepted by a Mentor. Submitting a Booking is an offer to a Mentor and not a contract for the MentorServices. Only once a Mentor has accepted is there a contract for the MentorServices.  

If you have an issue with your MentorServices, please ensure to read our Dispute Policy, outlined below.

All Mentor Service Bookings are fulfilled by Mentors, per the terms of your Booking. No part of the MentorServices is/are fulfilled by TalkShop.

The time-slot for a Session begins at the scheduled time and late arrivals by a Client will be counted towards the Session time. For example: if a Client makes a Booking for one (1) hour and shows up twenty (20) minutes late, there will be forty (40) minutes remaining in the engagement between Users, unless the Mentor agrees to extend the time.

Additional time shall be at the mutual discretion of the Parties. Rescheduling a Booking shall also be at the mutual discretion of the Parties.

If the Booking is for more than fifteen (15) minutes and a Client fails to show up at least fifty (50%) of the way through a Booking, the Mentor can deem the Booking missed and will be entitled to the full Mentor Funds, less our Service Fee. The Mentor shall have no obligation to remain on the audio/video call if the Client has failed to show up at least fifty (50%) of the way through a Booking of at least fifteen (15) minutes.  

For example, if the Booking is for one (1) hour at 10:00am and the Client has not shown up by 10:30am, the Mentor can deem the Booking missed, unless the Parties mutually agree to extend the time.

If a Mentor shows up late for their Booking, (a) the Parties can mutually agree to extend the Booking; or (b) the Client can submit a ticket to TalkShop for reimbursement for the un-provided time for the MentorServices, which will be a fraction of the time booked vs. time spent during a Session.

If either a Client or a Mentor requests a change to a Booking, the other User shall be under no obligation to accept said change request, which shall be, at all times, in the sole discretion of that User.  

Please be aware that if you book a Mentor for 1 hour and your MentorServices are completed within 45 minutes, you will still be required to pay the full amount for the MentorServices. Ultimately, it is up to the Client to ensure that all MentorServices are fulfilled within the allotted time. If you finish early, you are free to use the rest of the booked time during the Session for anything else productive that the Mentor is willing to assist with.

If there are any issues between a Client and a Mentor with respect to the provision of the MentorServices, please submit a ticket to TalkShop.  

All customer service issues resolved by TalkShop shall be final and binding on the Parties.

Time is not of the essence in these Terms.

Section 6 - Use of Our Platform for MentorServices, Recording of Calls, and Leaving Feedback.

When a Client engages a Mentor for the MentorServices, these MentorServices are required to be facilitated through our Platform. Our Platform has video calls, messaging, and other forms of communication built into it.  

We require that you keep all forms of communication on our Platform so that if there is a dispute between Users, we are able to review communications to determine whether or not the dispute is a valid dispute. If you communicate off of our Platform, we have no obligation to review your communications.

If you take your communications off of TalkShop, you do so at your own risk.

Please be aware that we do record calls. We record calls only for purposes related to offering you our Services (or as required by law), which include but are not limited to: ensuring compliance with these Terms, in the event of dispute, in the event of a complaint or otherwise, and any other reasons in our sole discretion that is/are related to our business purposes.

Once you have completed your engagement with another User, you will be prompted to leave feedback about your experience with that User. While this is not a requirement of our Services, feedback enables you to share your experience with another User - whether positive or negative - and will help other Users in their determination about whether or not to engage that User.

Please be sure that all reviews or other feedback you provide is truthful. If you provide untruthful, defamatory, malicious, or misleading feedback, you do so at your own risk. Providing untruthful, defamatory, malicious, or misleading feedback, or feedback that is otherwise in breach of these Terms shall be grounds for suspension or termination of your access to our Platform.

Please also do not leave any feedback that is not relevant to our Platform or your engagement with another User.

By leaving feedback about another User, you acknowledge and agree that all such feedback will be published on our Platform. You acknowledge and agree that you shall have no right of privacy to the feedback that you leave. Your feedback of another User is not binding on TalkShop and does not constitute an endorsement or approval of your feedback. Your feedback is not reviewed by TalkShop before it is published and is your own feedback and not the feedback of TalkShop.

We reserve the right to remove feedback, at any time and for any reason, in our sole discretion.

Section 7 - How TalkShop Makes Money.

TalkShop takes ten percent (10%) of the initial monetary transaction between a Client and a Mentor that is facilitated on our Platform (referred to herein as the “Service Fee”).

TalkShop additionally charges Clients a “Marketplace Fee” of up to five percent (5%) of the initial monetary transaction between a Client and a Mentor that is facilitated on our Platform. The Marketplace Fee is a fee charged to Clients for fees charged to TalkShop by third-party payment processing companies as well as other costs and expenses that TalkShop incurs in the transaction between a Client and a Mentor or that are otherwise incurred in running, operating, or management of the Platform.  

For example, if the Mentor's rate is one hundred dollars ($100) per hour and the Client books with the Client for one (1) hour, the initial monetary transaction between the Client and the Mentor is for one hundred dollars ($100), the Service Fee will be ten dollars ($10), and the Marketplace Fee will be five dollars ($5) - for a total of one hundred and fifteen dollars ($115) paid by the Client for the Booking under this example.

We reserve the right to amend, modify, or change our Service Fee policy or Marketplace Fee policy, at any point in time, at our sole discretion. Changes to this policy will be forward looking and will not alter any prior-contracted engagements.

Section 8 -Terms of Sale, Authorization, and Payment.

All prices shown for MentorServices are shown in U.S. Dollars. Each Mentor can change the type, price, or availability of MentorServices at any time prior to a Booking.

When you order MentorServices on our Platform, this does not guarantee that the MentorServices will be fulfilled. Submitting a Booking is an offer to a Mentor and is not a binding contract unless accepted by a Mentor. If a Mentor is unable to fulfill your order due to unavailability or other reason, you will be given the option of waiting for availability or canceling your Booking altogether. If your MentorServices order cannot be fulfilled, all monies you have paid will be refunded to the card on file.

If your Booking is not accepted by a Mentor, your card will not be authorized.

Please be aware that if your Booking is accepted by a Mentor, an authorization for the cost of the MentorServices, plus the Service Fee and Marketplace Fee, will be authorized to your card. Only once the MentorServices have been fulfilled, will the authorization be charged to your card. Between the time when your card is authorized to the time when your card is charged, the amount you pay for a Booking, plus fees, will show up on your card statement as a pending charge.  

Since our payment processor has a seven (7) day policy for the charge to your card on file, all MentorServices must be rendered within seven (7) days of a Booking. If your MentorServices will be rendered more than seven (7) days from a booking, for any reason, you will be required to re-book a Booking.


If either User needs to reschedule the Booking, either User will need to cancel and then re-booking a Booking. If your Booking is canceled prior to the MentorServices being rendered, unless otherwise stated herein,, the authorization on your card will not be charged. Authorizations will be removed within the time periods as stated by our third-party payment processor. These changes may also subject you to our Cancellation & Refunds Policy.

Once the MentorServices have been fulfilled by the Mentor, the earned-payment will be charged to your card. Thereafter the funds will be disbursed to the Mentor, less our Service Fee and the Marketplace Fee. No interest shall accrue on this amount.

TalkShop is not a bank. TalkShop does not hold onto the Mentor Funds in the time period between when your card is authorized and when your card is charged. Rather, your card is authorized for the amount of the Booking, plus our Marketplace Fee and Service Fee, and when the Booking is complete, the charge will be completed. Authorizing your card is a hold on those funds on your card. You will see a pending charge for all amounts shown in a Booking.

Please be aware that your payment to a Mentor is not based on the quality of services provided but whether or not the services were actually provided. Quality is highly subjective and is not a basis for payment to a Mentor.  

If you are a Mentor, in order to receive money, you are required to connect a bank account to our third-party payment processor, including being bound by their terms of service. Failure to connect your account to our third-party payment processor will not be borne by TalkShop. Please ensure that you are aware of the terms and policies of our third-party payment processor as our third-party payment processor is a separate and distinct company, is not a part of TalkShop, and has terms and conditions that differ from the terms and conditions listed herein.  

When a Client provides payment information, the Client represents and warrants that the information they provide is accurate, that they are authorized to use the payment method provided, and that they will notify TalkShop of changes to the payment information. We reserve the right to utilize third party payment card updating services to obtain current expiration dates on credit cards and debit cards.

By providing a credit or debit card, you represent and warrant that you authorize us to charge your payment method for all charges you incur for your order of MentorServices. You agree that you are responsible to pay for and will pay for all such charges. Payment for MentorServices is due up-front. Once you have incurred charges for MentorServices, you are obligated to pay for all charges incurred.{" "}

If a Client is in default of their payment obligations hereunder, we reserve the right to suspend or terminate your account. If you are a Client and your account has been suspended or terminated due to non-payment, you will be required to pay a fee equal to one hundred and fifty percent (150%) of the past-due balance, plus interest and other fees outlined hereunder.

Failure to pay all monies owed, in full, will cause all past-due amounts to accrue interest at three percent (3%) per month until paid in full. If you fail to pay any monies due, TalkShop reserves the right to terminate your access to our Services. TalkShop reserves the right to transfer your invoice, account, and any past-due payments to a collection agency or attorney. If your invoice, account, and any past-due amounts are transferred to a collection agency or attorney, TalkShop shall be entitled to recover all costs and fees in collecting your past-due balance, including all reasonable attorneys' fees.

We do not permit chargebacks.

If you charge back a payment made to TalkShop and TalkShop wins the dispute, in addition to other amounts owed hereunder, you agree to pay a five-hundred-dollar ($500.00) administrative fee which is not a penalty but is instead ‘liquidated damages' based on the estimated time, energy, and costs (such as labor) required to deal with your chargeback. You agree that these liquidated damages are reasonable and were negotiated by you and agreed to prior to agreeing to these Terms.

Section 9 - Cancellation & Refunds Policy.

Please be aware that no refunds shall be due to you unless explicitly stated herein or as permitted by TalkShop.

The following cancellation policy applies to Clients who are Users on our Platform:

Once you have submitted your Booking, it shall be subject to the following cancellation policy:

If you cancel your Booking more than twenty-four (24) hours of your scheduled start time, you will be refunded 100% of the money, less the third-party platform and transaction fees incurred by TalkShop, if any.

If you cancel your Booking within twenty-four (24) hours of the scheduled start time, no refund shall be due.

If a Mentor cancels your engagement, you will be given the option of having a credit in the amount of the money you paid for the MentorServices or you can have the money transferred back to the card you used on file.

If you are unhappy with the MentorServices offered by a Mentor, please leave a truthful review about your experience.

Section 10 - Dispute Policy.

If you have a dispute with another User, your dispute will be bound by this Section or other relevant sections of these Terms.

If the Mentor has not provided the contracted MentorServices or cancels your Booking mid-Session, you can submit a dispute to TalkShop outlining the reason for the dispute. While we generally do not mediate disputes, if there is a valid dispute with regard to whether or not the Mentor has provided the MentorServices, we will make a determination of whether or not the MentorServices have been rendered by reviewing communications on our Platform and/or a review of your recorded call.  

No part of the money you pay to a Client is tied to your satisfaction with the MentorServices as satisfaction can be very subjective. If a Mentor has provided the MentorServices to you, they will be entitled to the Mentor Funds, less our Service Fee and the Marketplace Fee.

If you are dissatisfied with the MentorServices offered by a Mentor, your sole remedy is to leave a truthful review on the Mentor's Profile.

BY USING OUR SERVICES, EACH USER EXPLICITLY AGREES THAT IF HE/SHE/IT HAS A DISPUTE WITH ANOTHER USER, THIS DISPUTE IS UNIQUE TO THAT PERSON OR ENTITY AND TALKSHOP IS NOT AND SHALL NEVER BECOME A PARTY TO YOUR DISPUTE. BY USING OUR SERVICES, EACH USER HEREBY RELEASES TALKSHOP AND ITS OWNERS, AGENTS, PARENTS, SUBSIDIARIES, AND AFFILIATED COMPANIES FROM ANY AND ALL DAMAGES, ACTIONS, DEMANDS, LIABILITIES, OR SIMILAR, KNOWN OR UNKNOWN, ARISING OUT OF OR CONNECTED TO A DISPUTE BETWEEN USERS ON OUR PLATFORM.

Section 11 - Mentor Representations and Warranties & Further Obligations.

By becoming a Mentor on our Platform, you represent and warrant the following:

All information provided by you on our Platform is true and correct to your best belief and knowledge;
All background or skills information provided by you on our Platform is true and correct to your best belief and knowledge;
There are no material misrepresentations found on your Profile; and{" "}
Any job, license, or past-clients you have worked and that are displayed on our Platform is/are true and correct to your best belief and knowledge.

By becoming a Mentor on our Platform, you understand that you are bound by the following additional obligations:

All MentorServices will be provided at a reasonably professional and respectful manner;
You will keep your contractual commitments, including timeliness, dates of service, and other elements of a Booking;
You will not provide any MentorServices on our Platform outside what is permitted by TalkShop;
You are not providing MentorServices that you are barred, banned, or not permitted to provide (ex - disbarred);
If you need to cancel or change your engagement with a Client, you will let them know as reasonably soon as possible, or as well in advance as possible;
You will only provide MentorServices that are within your background, expertise, or skillset;
All MentorServices you provide will be provided within the standards of care that apply to professionals;
You will not intimidate, harass, or threaten another User;
You will keep all information received from another User as strictly confidential (subject to our Confidentiality section);
You will abide by all applicable laws, rules, regulations, and standards, as articulated by TalkShop or within your industry; and{" "}
The MentorServices you provide will not violate or infringe the property rights of any third-party, including intellectual property rights.

Please be aware your ability to provide services, quality of services, reviews, feedback, and complaints from Users are considered when determining your ability to provide MentorServices as a Mentor. Providing MentorServices on our Platform is a privilege - not a right.{" "}

We reserve the right to terminate your access as a Mentor, with or without notice, with or without multiple breaches, in our sole discretion, for a breach of these Terms.

Section 12 - Community Guidelines.

All Users agree to be bound by the following community guidelines:{" "}

At all times, treat others the way you would like to be treated;{" "}
Keep communications, at all times, professional and respectful;
Refrain from using inflammatory, aggressive, or hostile language;{" "}
Show up on time to your meeting or engagement with another User;  
Do not treat other Users differently based on their immutable characteristics; and
Only judge others based on their Profile and the quality of the engagement.

You are prohibited from using our Platform:

for any unlawful purpose;
to solicit others to perform or participate in any unlawful acts;{" "}
to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; or
for any obscene or immoral purpose.

We reserve the right to terminate your use of our Platform or our Services for violating any of these community guidelines.

Section 13 - No Guarantee.

TalkShop does not and cannot make any guarantees of any kind with respect to your use of our Platform or the Services. For example:{" "}

As a Mentor, TalkShop does not and cannot make any guarantees about your ability to make money, or any minimum amount of money, which will be based on your skillset, ability to generate business, and other considerations outside of what is controlled by TalkShop; and

As a Client, TalkShop does not and cannot make any guarantees with respect to the sufficiency of the MentorServices provided.

Your use of our Platform is subject to TalkShop permitting you to do so. Your continued use of our Platform and our Services is not guaranteed.

Section 14 - Intellectual Property.

The contents of our Platform are protected by United States and international copyright laws. The contents of our Platform are owned exclusively by TalkShop or licensed to us. 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 our Platform (the “Intellectual Property”) without our 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 may not use any TalkShop-provided Marks or other logos or graphics, without our prior written consent.

We grant you a limited, revocable, non-transferable, and non-exclusive license to access and make personal use of our Platform. This limited license does not include the right to: (a) republish, redistribute, transmit, sell, license or download our Platform or any and/or all content except as is necessary to view and/or use our Platform; (b) make use of the Platform or any and/or all content other than uses consistent with the Services or exploring the Services; (c) modify, reverse engineer or create any derivative works based upon either our Platform or any content found therein; (d) collect account information for the benefit of yourself or another party; or (e) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.

Any unauthorized use by you of our Platform automatically terminates this license without prejudice to any other remedy provided by applicable law or these Terms.

Section 15 - Non-Circumvention.

Each User, as well as any person or entity seeking to become a User or are exploring our Platform, agrees not to, directly or indirectly, divert or attempt to divert from TalkShop any Business Opportunity (as defined below) with another User of the Platform. “Business Opportunity” means any actual transaction or series of related transactions pursuant to which TalkShop is expected to receive revenue or funds, pursuant to these Terms and on its Platform

This Non-Circumvention Section contains our policy requiring you to make all payments for the MentorServices through our Platform. If you solicit or attempt to solicit another User to provide the MentorServices off of our Platform or pay for the MentorServices off of the Platform, you shall be in breach of this Section.

If you are in breach of this Section, we reserve the right to suspend, halt, or terminate your access to our Platform.

Section 16 - Your Content.

If you send submissions of any kind, with or without a request from us, including ideas, suggestions, proposals, plans, or other materials, whether online, by email, or otherwise (“Submissions”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you forward to us.

This does not include any information that you send to us when signing up for our Services or that is bound by the Confidential Information Section.

We are and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay compensation to you for any Submissions; or (3) to respond to any Submissions. By submitting Submissions to us, you hereby transfer and assign any claim to any rights that you may have had in those Submissions and do so with full acknowledgment of the same.

You agree that your Submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. We take no responsibility and assume no liability for any Submissions submitted by you.

Section 17 - Third Party Websites.

Our Platform may contain links to third-party websites or services that are not owned or controlled by us. TalkShop has no control over, and assumes no responsibility for, the content, privacy policies, or business practices of any third-party companies or persons. We strongly encourage you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

By using our Platform, you expressly waive TalkShop, our employees, agents, owners, and principals from all liability arising from your use of any content, plans, or services provided by third-parties.  

YOU AGREE THAT TalkShop WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE WEBSITE OF A THIRD-PARTY.


Section 18 - Copyright Infringement.

If you believe that your copyright has been infringed by one of the Users of TalkShop, please immediately send us a notice to support@talkshop.io with the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We respond to notices of copyright infringement immediately and take any such allegations seriously. The reported content will be taken down within seventy-two (72) hours of written notice. We do not mediate disputes.
However, if content that is alleged to be infringing, in our opinion, has no merit, the content will be placed back on our Platform.  
TalkShop prohibits any infringement of intellectual property rights by any User of our Platform.
Section 19 - Opt-In to Electronic Communications.

By signing up for our Services and providing TalkShop with one or more forms of communication, you explicitly consent to receive marketing and other communications related to our Services, current business purposes, and future business purposes.

Consent to receiving marketing and other communications from TalkShop is not a requirement of using our Platform.

You are able to terminate this consent by (a) responding to the email or other communication you receive; or (b) by sending us an email to support@TalkShop.app .

Section 20 - Term & Errors.

These Terms will remain active and in full force and effect so long as they are posted on our Platform .

Occasionally there may be information on our Platform that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, and availability.

We reserve the right to correct any errors, inaccuracies, or omissions, at any time.

Section 21 - Data Security.

TalkShop will maintain and enforce information and data privacy and security procedures with respect to its access, use and storage of all Data (as defined below) that (a) are at least equal to industry standards, and (b) comply with applicable federal, state, and local laws.  For purposes of these Terms, “Data” means all data, content, materials, and other information provided by Users on the Platform.

TalkShop will promptly report to Users any breaches of security or unauthorized access to TalkShop systems that TalkShop detects or becomes aware of. TalkShop will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner.

Client understands and acknowledges that no security system is impenetrable and subject to TalkShop's negligence, TalkShop shall have no liability for a security breach involving the Data.

Section 22 - Confidentiality.

Each User agrees that the nature of the underlying relationship, except for any public-elements shown on our Platform, shall be and remain confidential, not disclosed to any third-party, unless explicitly permitted by the other User, in writing.

Each Mentor acknowledges and agrees that they will have access to information that is treated as confidential by the Client, including, without limitation, all information exchanged from the Client on the Platform, whether written, oral, or otherwise (collectively, the “Confidential Information”).

Each Mentor agrees to treat all Confidential Information as strictly confidential, not to disclose such information to any third-party without the Client's prior written consent, or as required by law, and not to use any Confidential Information for any purpose except as required in the performance of the MentorServices.

The above obligations of confidentiality shall not apply to any Confidential Information which a Mentor can show by written records: (a) was publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Mentor; or (b) was discovered by a Mentor before disclosure; or (c) was learned by a Mentor through legitimate means other than from the Client; or (d) was disclosed by a Mentor with the Client's written approval.

Section 23 - Disclaimer.

OUR WEBSITE AND SERVICES ARE PROVIDED 'AS IS' AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TalkShop AND ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, THIRD PARTY PROVIDERS AND AFFILIATES, EXCLUDE 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.

WE EXPRESSLY DISCLAIM ANY LIABILITY FOR LOSS OR DAMAGE SUSTAINED BY YOU AS A RESULT OF USING OUR PLATFORM OR OUR SERVICES. WE DO NOT AND CANNOT GUARANTEE PERFECT AVAILABILITY OF OUR PLATFORM WHICH MAY BE DOWN FROM TIME TO TIME DO TO BUGS, ERRORS, OR FIXING ISSUES.

Section 24 - Limitation of Liability.

WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE TOTAL AMOUNT TalkShop RECEIVED IN CONNECTION WITH YOUR USE OF OUR PLATFORM.  

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

IF YOU ARE DISSATISFIED WITH OUR PLATFORM OR OUR SERVICES, YOU ARE NOT REQUIRED TO CONTINUE TO USE OUR PLATFORM OR OUR SERVICES.

Section 25- Indemnification.

You agree to defend, indemnify and hold TalkShop, its agents, employees, directors, officers, owners, etc. 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; or (ii) breach of applicable law.

Section 26 - General Provisions.

Entire Agreement.  These Terms contains the entire agreement between you and TalkShop except for any MentorServices information found on our Platform.  

Waiver.  The failure by TalkShop to enforce any provision of these Terms shall not be construed as a waiver or limitation of our 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 prior written consent.

Relationship. Nothing in these Terms shall create, or is intended to create an agency, employment, franchise, joint venture, or partnership relationship between you and TalkShop.

Applicable Law/Dispute Resolution.  These Terms shall be governed by the laws of the State of California.  Except for non-payment by a Client, any dispute arising from or related to these Terms shall be subject to binding arbitration in Palo Alto. The prevailing Party in any dispute shall be entitled to recover its/his/her reasonable attorney's fees and costs. The governing rules shall be the rules, then-implemented, by the American Arbitration Association commercial division. TalkShop and you agree that any such final decisions may be presented to a court of competent jurisdiction for purposes of being confirmed as a judgment enforceable under the law in which that party is domiciled. Except as stated herein, should either party forego arbitration, that party shall be barred from recovering their attorneys' fees or costs.

Class Action Waiver. To the extent permitted by applicable law, you and TalkShop agree that any dispute arising out of these Terms or the Services provided by TalkShop is personal to you and TalkShop 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.

Updates. We recommend that you check the Terms periodically for updates.

Section 27 - Questions.

If you have any questions or comments regarding these Terms, please feel free to contact us by email at support@talkshop.io