Terms of Service

Last Updated: August 20, 2020

Please read these Terms of Service (“Terms”) carefully. By accessing or using the AtlasTalked Platform, you agree to comply with and be bound by these Terms.

TABLE OF CONTENTS:

1.       Contractual Relationship

2.       Scope of AtlasTalked Services

3.       Eligibility

4.       Account Registration

5.       Content

6.       Prohibited Activities

7.       Terms for Friends

8.       Service Fees

9.       Taxes

10.     Terms for Clients

11.     Appointment Locations

12.     Payments

13.     Appointment Modifications, Cancellations, Refunds, and Resolutions

14.     Disputes between Members

15.     Ratings and Reviews

16.     Disclaimers

17.      Liability

18.     Indemnification

19.     Dispute Resolution and Arbitration Agreement

20.    Applicable Law and Jurisdiction

21.     General Provisions

22.     Amendment

23.     Term, Termination, Suspension, and other Measures

24.     Feedback

1. Contractual Relationship

These Terms constitute a legally binding agreement ("Agreement") between you and AtlasTalked (as defined below) governing your access to and use of the AtlasTalked website, including any subdomains and subdirectories thereof, and any other websites through which AtlasTalked makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "AtlasTalked Services"). The Site, Application and AtlasTalked Services together are hereinafter collectively referred to as the “AtlasTalked Platform”. Our other Policies applicable to your use of the AtlasTalked Platform are incorporated by reference into this Agreement.

When these Terms mention “AtlasTalked,” “we,” “us,” or “our,” it refers to the AtlasTalked company you are contracting with: AtlasTalked LLC, 4640 Kirkwood St, Boulder, Colorado 80301. Currently, we only offer services in the United States and all services rendered outside of the United States are considered improper use of AtlasTalked Services and are subject to immediate termination.

If you change your country of residence or establishment to one outside of the United States, your account is subject to termination and your access to the AtlasTalked Platfom will be suspended. Some aspects of this agreement will survive, as described in Section 23.

Our collection and use of personal information in connection with your access to and use of the AtlasTalked Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the AtlasTalked Platform ("Payment Services") are provided to you by one or more AtlasTalked Payments entities (individually and collectively, as appropriate, "AtlasTalked Payments") as set out in the Payment Terms of Service ("Payments Terms").

Friends alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Friend Services (as defined below). For example, some cities have laws that restrict their ability to provide certain Friend Services. In many cities, Friends may have to register, get a permit or obtain a license before providing certain Friend Services. Friends are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Friend Services they offer. Certain types of Friend Services may be prohibited altogether. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Listing(s) and Friend Service(s) on AtlasTalked, you should always seek legal guidance.

2. Scope of AtlasTalked Services

2.1 The AtlasTalked Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members and third parties who offer services are “Friends” and the services they offer are “Friend Services”) to publish such Friend Services on the AtlasTalked Platform (“Listings”) and to communicate and transact directly with Members that are seeking to book such Friend Services (Members using Friend Services are “Clients” and bookings for Friend Services are “Appointments”). Friend Services may include the offering of in-person meetings, online meetings, and other modalities of communication such as chatting.

2.2 As the provider of the AtlasTalked Platform, AtlasTalked does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Friend Services, nor is AtlasTalked an organizer or retailer. Friends alone are responsible for their Listings and Friend Services. When Members make or accept an Appointment, they are entering into a contract directly with each other. AtlasTalked is not and does not become a party to or other participant in any contractual relationship between Members, nor is AtlasTalked a broker or insurer. AtlasTalked is not acting as an agent in any capacity for any Member.

2.3 While we may help facilitate the resolution of disputes, AtlasTalked has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Friend Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. AtlasTalked does not endorse any Member, Listing or Friend Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by AtlasTalked about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe, or suitable. You should always exercise due diligence and care when deciding whether to engage a Friend, participate in a conversation or use other Friend Services, accept a Appointment request from a Client, or communicate and interact with other Members, whether online or in person.

2.4 If you choose to use the AtlasTalked Platform as a Friend, your relationship with AtlasTalked is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of AtlasTalked for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of AtlasTalked. AtlasTalked does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Friend Services. You acknowledge and agree that you have complete discretion whether to list Friend Services or otherwise engage in other business or employment activities.

2.5 To promote the AtlasTalked Platform and to increase the exposure of Listings to potential Clients, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. AtlasTalked cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The AtlasTalked Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

2.6 The AtlasTalked Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. AtlasTalked is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by AtlasTalked of such Third-Party Services.

2.7 Due to the nature of the Internet, AtlasTalked cannot guarantee the continuous and uninterrupted availability and accessibility of the AtlasTalked Platform. AtlasTalked may restrict the availability of the AtlasTalked Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the AtlasTalked Platform. AtlasTalked may improve, enhance and modify the AtlasTalked Platform and introduce new AtlasTalked Services from time to time.

3. Eligibility

3.1 In order to access and use the AtlasTalked Platform or register an AtlasTalked Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.

3.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Friend Service(s) are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

3.3 AtlasTalked may make access to and use of the AtlasTalked Platform, or certain areas or features of the AtlasTalked Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s Appointment and cancellation history.

3.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

3.5 The access to or use of certain areas and features of the AtlasTalked Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the AtlasTalked Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the AtlasTalked Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

3.6 If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the AtlasTalked Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

4. Account Registration

4.1 You must register an account ("AtlasTalked Account") to access and use certain features of the AtlasTalked Platform, such as publishing a Listing. If you are registering an AtlasTalked Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register an AtlasTalked Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your AtlasTalked Account and your SNS Account at any time, by accessing the "Settings" section of the AtlasTalked Platform.

4.3 You must provide current and complete information during the registration process and keep your AtlasTalked Account and public AtlasTalked Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) AtlasTalked Account unless AtlasTalked authorizes you to do so. You may not assign or otherwise transfer your AtlasTalked Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your AtlasTalked Account credentials and may not disclose your credentials to any third party. You must immediately notify AtlasTalked if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your AtlasTalked Account. You are liable for any and all activities conducted through your AtlasTalked Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6 AtlasTalked may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your AtlasTalked Account. For example, we may enable Members to link their AtlasTalked Accounts to businesses and take actions for those businesses, we may enable eligible Members or certain third parties to book Listings on behalf of other Members. These features do not require that you share your credentials with any other person. No third party is authorized by AtlasTalked to ask for your credentials, and you shall not request the credentials of another Member.

5. Content

5.1 AtlasTalked may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the AtlasTalked Platform ("Member Content"); and (ii) access and view Member Content and any content that AtlasTalked itself makes available on or through the AtlasTalked Platform, including proprietary AtlasTalked content and any content licensed or authorized for use by or through AtlasTalked from a third party ("AtlasTalked Content" and together with Member Content, "Collective Content").

5.2 The AtlasTalked Platform, AtlasTalked Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the AtlasTalked Platform and AtlasTalked Content, including all associated intellectual property rights, are the exclusive property of AtlasTalked and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AtlasTalked Platform, AtlasTalked Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of AtlasTalked used on or in connection with the AtlasTalked Platform and AtlasTalked Content are trademarks or registered trademarks of AtlasTalked in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the AtlasTalked Platform, AtlasTalked Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the AtlasTalked Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by AtlasTalked or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, AtlasTalked grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the AtlasTalked Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the AtlasTalked Platform, you grant to AtlasTalked a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the AtlasTalked Platform, in any media or platform. Insofar as Member Content (including Verified Images) includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, AtlasTalked does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

5.6 You are solely responsible for all Member Content that you make available on or through the AtlasTalked Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the AtlasTalked Platform or you have all rights, licenses, consents and releases that are necessary to grant to AtlasTalked the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or AtlasTalked's use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.7 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates AtlasTalked’s Content Policy or any other AtlasTalked policy. AtlasTalked may, without prior notice, remove or disable access to any Member Content that AtlasTalked finds to be in violation of applicable law, these Terms or AtlasTalked’s then-current Policies, or otherwise may be harmful or objectionable to AtlasTalked, its Members, third parties, or property.

5.8 AtlasTalked respects copyright law and expects its Members to do the same. If you believe that any content on the AtlasTalked Platform infringes copyrights you own, please notify us in accordance with our Policies.

6. Prohibited Activities

6.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the AtlasTalked Platform. In connection with your use of the AtlasTalked Platform, you will not and will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies, or Standards;
• provide professional services via the AtlasTalked Platform;
• use the AtlasTalked Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies AtlasTalked endorsement, partnership or otherwise misleads others as to your affiliation with AtlasTalked;
• copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the AtlasTalked Platform in any way that is inconsistent with AtlasTalked’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
• use the AtlasTalked Platform in connection with the distribution of unsolicited commercial messages ("spam");
• offer, as a Friend, to use any Location for an Appointment that you do not yourself own or have permission to make available as a meeting place through the AtlasTalked Platform;
• unless AtlasTalked explicitly permits otherwise, book any Listing if you will not actually be using the Friend Services yourself;
• contact another Member for any purpose other than asking a question related to your own Appointment, Listing, or the Member's use of the AtlasTalked Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
• use the AtlasTalked Platform to request, make or accept an Appointment independent of the AtlasTalked Platform, to circumvent any Service Fees or for any other reason;
• request, accept or make any payment for Listing Fees outside of the AtlasTalked Platform or AtlasTalked Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold AtlasTalked harmless from any liability for such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
• misuse or abuse any Listings or services associated with the AtlasTalked Helping Hand Program as determined by AtlasTalked in its sole discretion.
• use, display, mirror or frame the AtlasTalked Platform or Collective Content, or any individual element within the AtlasTalked Platform, AtlasTalked's name, any AtlasTalked trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the AtlasTalked Platform, without AtlasTalked's express written consent;
• dilute, tarnish or otherwise harm the AtlasTalked brand in any way, including through unauthorized use of Collective Content, registering and/or using AtlasTalked or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to AtlasTalked domains, trademarks, taglines, promotional campaigns or Collective Content;
• use any robots, spider, crawler, scraper, or other automated means or processes to access, collect data or other content from or otherwise interact with the AtlasTalked Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by AtlasTalked or any of AtlasTalked's providers or any other third party to protect the AtlasTalked Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the AtlasTalked Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the AtlasTalked Platform;
• export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
• violate or infringe anyone else’s rights or otherwise cause harm to anyone.

6.2 You acknowledge that AtlasTalked has no obligation to monitor the access to or use of the AtlasTalked Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the AtlasTalked Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist AtlasTalked in good faith, and to provide AtlasTalked with such information and take such actions as may be reasonably requested by AtlasTalked with respect to any investigation undertaken by AtlasTalked or a representative of AtlasTalked regarding the use or abuse of the AtlasTalked Platform.

6.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to AtlasTalked by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

7. Terms for Friends

7.1 When creating a Listing through the AtlasTalked Platform you must (i) provide complete and accurate information about your Friend Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as office/house rules) and requirements that apply and (iii) provide any other pertinent information requested by AtlasTalked. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

7.2 You are solely responsible for setting a price (including any Taxes if applicable, or charges such as cleaning fees) for your Listing (“Listing Fee”). Once a Client requests a Appointment of your Listing, you may not request that the Client pays a higher price than in the Appointment request.

7.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.

7.4 AtlasTalked may enable certain Friends to participate in its “Helping Hand Program.” The Helping Hand Program enables Friends to provide Listings to certain Clients for free. You acknowledge that if you choose to participate in the Helping Hand Program, your ability to restrict your Listing to certain Clients, such as Clients with previous positive Reviews, may be limited.

7.5 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Friend Services. AtlasTalked reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.

7.6 The placement and ranking of Listings in search results on the AtlasTalked Platform may vary and depend on a variety of factors, such as Client search parameters and preferences, Friend requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Friend Service, and/or ease of Appointment.

7.7 When you accept or have pre-approved an Appointment request by a Client, you are entering into a legally binding agreement with the Client and are required to provide your Friend Service(s) to the Client as described in your Listing when the Appointment request is made. You also agree to pay the applicable Friend Fee and any applicable Taxes.

7.8 AtlasTalked recommends that Friends obtain appropriate insurance for their Friend Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Clients (and the individuals the Client has booked for, if applicable) while participating in your Friend Service.

8. Service Fees

8.1 AtlasTalked may charge fees to Friends ("Friend Fees") and/or Clients ("Client Fees") (collectively, "Service Fees") in consideration for the use of the AtlasTalked Platform. More information about when Service Fees apply and how they are calculated can be found on our Service Fees page.

8.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Friend or Client prior to publishing or Appointment a Listing. AtlasTalked reserves the right to change the Service Fees at any time, and will provide Members adequate notice of any fee changes before they become effective. Such fee changes will not affect any Appointments made prior to the effective date of the fee change.

8.3 You are responsible for paying any Service Fees that you owe to AtlasTalked. The applicable Service Fees (including any applicable Taxes) are collected by AtlasTalked Payments. AtlasTalked Payments will deduct any Friend Fees from the Listing Fee before remitting the payout to the Friend. Any Client Fees are included in the Total Fees collected by AtlasTalked and it’s third-party payment Affiliates. Except as otherwise provided on the AtlasTalked Platform, Service Fees are non-refundable.

8.4 AtlasTalked generally supports payment amounts that are payable from or to Clients or Friends to the smallest unit supported by a given currency (i.e., U.S. cents, Euro cents or other supported currencies). Where AtlasTalked’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, AtlasTalked may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Clients or Friends to the nearest whole functional base unit in which the currency is denominated; for example, AtlasTalked may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.

9. Taxes

9.1 As a Friend you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable VAT or other indirect sales taxes, tourist or other visitor taxes or income taxes ("Taxes").

9.2 Tax regulations may require us to collect appropriate Tax information from Friends, or to withhold Taxes from payouts to Friends, or both. If a Friend fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.

9.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Location is located may require Taxes to be collected from Clients or Friends on Listing Fees, and to be remitted to the respective Tax Authority. You are solely responsible for providing remittance to the relevant Tax Authority.

10. Terms for Clients

10.1 Subject to meeting any requirements (such as completing any verification processes) set by AtlasTalked and/or the Friend, you can book a Listing available on the AtlasTalked Platform by following the respective Appointment process. All applicable fees, including the Listing Fee (if applicable), Client Fee, and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to creating an Appointment via a Listing. You agree to pay the Total Fees for any Appointment requested in connection with your AtlasTalked Account.

10.2 Upon receipt of an Appointment confirmation from AtlasTalked, a legally binding agreement is formed between you and your Friend, subject to any additional terms and conditions of the Friend that apply, including in particular any rules and restrictions specified in the Listing. AtlasTalked will collect the Total Fees at the time of the Appointment request or upon the Friend’s confirmation pursuant to these Terms. For certain Appointments, Clients may be required to pay or have the option to pay in multiple installments.

10.3 If you book a Friend Service on behalf of additional Clients, you are required to ensure that every additional Client meets any requirements set by the Friend, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Friend. If you are Appointment for an additional Client who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in Friend Services if accompanied by an adult who is responsible for them.

11. Appointment Locations

11.1 In-person Appointments require a Location for the Friend and Client to meet. Often, this is the residence of either the Friend or Client and, in other cases, a public space such as a park or business. The Friend and Client must both be authorized to use a Location for the purposes of their Friend Service.

11.2 You represent and warrant that any Appointment Location will (i) not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, or other agreements, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). Friend and Client alike are responsible for their own acts and omissions in the use of an Appointment Location.

11.3 Rental contracts engaged in by the Friend or Client for use of a Location are not known by AtlasTalked. Damages to a location, breach of a contract regarding use of a location for a Friend Service, and other possible liabilities are solely under the responsibility of the parties in such a contract. You agree to be fully accountable for such activities as well as to indemnify AtlasTalked from any actions taken against you as the result of the use or misuse of an Appointment Location.

12. Payments

You agree to have the AtlasTalked receive payments on your behalf for items you sell using the AtlasTalked Services, and manage settlement of those payments to you (referred to as “Managed Payments,” “Payment Services,” or similar names).

Buyers may pay for your items using payment methods such as the following, the availability of which may vary by AtlasTalked Site:

• Certain credit or debit cards (VISA, MasterCard, American Express, and Discover),
• PayPal,
• AtlasTalked coupons, gift cards, etc. (if applicable).

We may modify the scope of payment methods available to buyers in our sole discretion. We may change, discontinue, enhance, or modify features of Managed Payments at any time. We and/or our Affiliates may require that some AtlasTalked Services transactions be completed without using Managed Payments (and instead using the services of third party service providers) and will provide buyers and sellers, as applicable, instructions on how payments must be made at the time of listing and/or purchase.

The underlying contract for the buyer’s purchase of goods or services from you is directly concluded between you and the buyer in the same manner as for transactions for which we do not manage payments.

After a Managed Payments transaction occurs, you will receive a notification confirming such payment transaction. We will initiate settlement of proceeds received to your Linked Bank Account (as defined below in Section 11.1.4 “Seller Onboarding”). You can access the status of your Managed Payments transactions, including settlements and other payment information, under the Transactions tab in your Account, which will be available to you when you successfully onboard to Managed Payments. We reserve our right to manage the risks associated with providing you with the Payment Services by placing restrictions on your access to the funds or by taking other appropriate measures as described in these Payments Terms of Use.

12.1 Seller Payment Fees

The fees and expenses which we charge in relation to your use of Managed Payments are, unless otherwise communicated to you or set forth below, specified here (“Fee Page”). Such fees and expenses may be subject to change.

12.2 Seller Onboarding

In order to use our services, you must register and accept these Terms of Use. If your onboarding is not immediately confirmed, you will receive notification that you have been approved to receive services once we have reviewed your information and can commence conversion of your Listings to enable Managed Payments, which may take several weeks in some instances.

To set up and use your account for Managed Payments, you must:

• Link a bank account, so you may receive settlements of proceeds from Managed Payments to this bank account (“Linked Bank Account”). The bank account must be based in the United States and denominated in US Dollars. Regardless of any other terms about settlement methods on the AtlasTalked Services, disbursements via other settlement methods, such as to PayPal, are not available at this time. You may change your Linked Bank Account at any time, but the effectiveness of the change is subject to our anti-money laundering and other legal obligations, and security, risk, and account verification processes. If you change your Linked Bank Account, pending payouts may be delayed for security or legal compliance reasons. You represent and warrant that you are the lawful owner of, or have the lawful right to use, any Linked Bank Account you associate with your AtlasTalked account.
• Provide us with all information which we may require for purposes that include: verifying your identity, complying with applicable anti-money laundering and sanctions screening obligations, allowing us to manage settlements of your transaction proceeds, and assessing fraud and risk. If you are an individual, this information may include, without limitation, your full name, address, phone number, date of birth, taxpayer identification number, bank account information, and a form of government-issued identification (e.g., a copy of your identity card or driver’s license). If you are a business, this information may include, without limitation, your full business name, address, phone number, entity type, bank account information, tax identification number, and business number, in addition to details regarding your beneficial owner(s), director(s), officer(s), authorized representative, and/or primary contact, such as name, contact information, nationality, and title. You understand that we will be unable to settle your proceeds, or issue you any tax documents (such as a United States Internal Revenue Service Form 1099-K) if you do not provide or appropriately update us with accurate contact information and other requested data.
• Maintain the accuracy of the information we have on file, and consent to our periodical updating of such stored information based on information provided by you, your bank, or other payments services providers. You will only provide us information about payment or settlement methods that you are authorized to use. You understand that if you change your country of residency, you may need to repeat some or all of the onboarding steps described above to continue using Payment Services.
• Comply with all, and not cause a third party to violate any, applicable laws, regulations, rules, and terms and conditions in connection with your use of the AtlasTalked Services. You understand that some third parties (such as banks, credit and debit card issuers, credit and debit card networks, and payments services providers) may have their own terms and conditions for the payment or settlement methods you or buyers choose to use in connection with payments that we manage, such as terms and conditions that relate to the settlement of funds, chargebacks, prohibited items, and overdrafts. Failure to abide by third-party terms and conditions may result in fees assessed to you, delays in your receipt of funds, or other actions taken by such third parties. You agree that we have no control over, or responsibility or liability for, such fees, delays, or actions.

You authorize us and our Affiliates to check information you provide to us, including by verifying the existence of your bank account and obtaining reports from, or comparing your information to, third-party sources. Such third-party sources may include without limitation, banks, credit agencies, data brokers, and other service providers. We reserve the right to close, suspend, or limit your account or rescind your access to Managed Payments (in which case your account may be reverted to its original state without Managed Payments or, if this reversion is not possible, your ability to provide Friend Service on AtlasTalked may be limited, suspended or terminated) in the event we are unable to obtain or verify any of this information. We are not responsible for any losses suffered by you as a result of incomplete or inaccurate information you provide.

Once you complete the Managed Payments onboarding process and have received notification that you are approved to receive Payment Services, your existing listings in the AtlasTalked account you enabled for Managed Payments will be automatically configured so that payments from buyers are managed by us on your behalf, except in those few use cases set forth in Sections 5 and 6 below. Your listings with Managed Payments may not be immediately searchable upon completion of account set up for us to manage your payments. Subject to these Terms of Use and other applicable policies, once your AtlasTalked account is enabled for Managed Payments, any new listings you create will be enabled for Managed Payments. Transactions that occur after you are approved to receive Managed Payments services may not be managed by the AtlasTalked Payment Entities until such time as your request can be processed, which in some situations may take several days.

12.3 Managed Payments Limitations

The following limitations apply when your AtlasTalked account is enabled for Managed Payments:

• Your ability to list Friend Services directly on any AtlasTalked Service, and direct us to display listings on AtlasTalked Services other than the AtlasTalked Service on which you originally listed, may be limited.
• After your AtlasTalked account is enabled for Managed Payments, you will not be able to revert your account to its original non-Managed Payments state.

This list serves as a guide to you, but may not be exhaustive, of all exclusions for Managed Payments.

12.4 Using Managed Payments

12.4.1 Returns and Cancellations; Refunds

If your Client is entitled to a refund for a return or cancellation for a Managed Payments transaction, you understand that we are authorized to refund the buyer the amounts paid for returned or cancelled transactions on your behalf.

12.4.2 Payment Disputes

Where a buyer or the owner of a payment instrument initiates a chargeback, direct debit reversal, or PayPal buyer protection claim, or otherwise asks their financial institution to open a payment dispute (all referred to solely within this Part I as “Payment Dispute”) in connection with a Managed Payments transaction, you understand that we may investigate and, in our discretion, re-present the Payment Dispute with the credit and debit card networks or other payment method providers. You agree to provide timely information to assist in our Payment Dispute investigations and understand that your failure to provide requested information on the timeline we require and as specified by credit and debit card networks' and other payment service providers' rules could adversely impact the outcome of a Payment Dispute investigation, up to complete forfeiture of the amounts in dispute. You will not contest the resolution of any Payment Dispute that we investigate and/or re-present, nor will you re-open resolved Payment Dispute investigations. You authorize us to pay on your behalf any amounts resulting from a Payment Dispute, including costs and fees associated with re-presentment.

Although you accept the finality of our chargeback investigations, we may from time to time ask for your consent to participate in an optional arbitration process brought by us to contest the results of an individual chargeback. If you consent to chargeback arbitration, you authorize us to represent and defend you throughout the arbitration. You will be responsible for all costs and expenses (including reasonable legal fees and any arbitration fees assessed by third parties, arising from such arbitration proceedings), and you authorize us to pay these amounts on your behalf while the arbitration is pending.

12.4.3 Fines, Penalties and Losses

If we are issued a fine, penalty, or any other costs resulting from your listings or transactions (such as an additional interchange fee, or a credit or debit card network fine, for selling a prohibited and/or illegal service), we may have to pay third parties the amounts of such fines, penalties, or costs and recover these amounts from you. You further agree that if we suffer any other losses (including damages or costs) attributable to your acts or omissions in connection with Managed Payments, we may recover these amounts from you. We may also pursue any other applicable remedies against you.

12.4.4 Holds

We reserve the right to manage the risks associated with providing you the Payment Services, by placing restrictions on your access to your funds when deemed necessary, as described in further detail below.

You agree that we may place holds on your funds or instruct a payment service provider to hold your funds, prior to disbursement. Each hold may be based on factors including selling history, seller performance, returns, chargebacks, riskiness of the Listing category, or transaction value. We also may cancel or freeze the settlement of your proceeds as necessary for fraud, risk management, or compliance purposes. In these situations, we will notify you of our decisions through the AtlasTalked messages and/or by email.

When you close an AtlasTalked account enabled for Managed Payments, we may retain an amount that we reasonably believe may be necessary to pay for any refunds, reimbursements, or other payments associated with returns, Disputes, or other post-transaction activities. Unless otherwise required by law, we will settle any unused retained amounts to your Linked Bank Account within 180 days of your AtlasTalked account closure.

Your bank’s holds and settlement procedures may at times cause delays in the settlement of funds to your Linked Bank Account, and we do not have control over these delays.

12.4.5 Reserves

In order to manage risk or secure your obligations under these Terms of Use, we reserve the right at our reasonable discretion to require that you maintain a minimum reserve of transaction proceeds not available for disbursement (in the form of a fixed or rolling reserve) as a means of security. We will notify you of any reserves we require of you. Depending on your performance and the risk associated with your use of Managed Payments, a reserve may be raised, lowered, or removed at any time; if required by law, we will give you prior notice of such changes.

12.4.6 Liability

If we have acted with reasonable precautions and/or in accordance with our legal obligations, we are not liable for any unauthorized, incorrectly, unexecuted, or delayed payment transactions when such issues were caused by abnormal and unforeseeable circumstances beyond our control.

12.5 Security; Third-Party Payment Services Providers; Data Protection

12.5.1 Security

You acknowledge the importance of the security measures we put in place with regards to Managed Payments, and agree to comply with them. You are responsible for maintaining the security of all passwords, codes, or other login credentials used to access your AtlasTalked account and the related Payment Services and for any transactions made or actions taken using your AtlasTalked account.

If you become aware of an unauthorized payment transaction or of a delayed or incorrectly executed transaction, you must notify us immediately by email via payments@atlastalked.com.

12.5.2 Third-Party Payment Services Providers

We may use third-party payment services providers to assist us in providing Managed Payments (such as companies that process payments and disburse settlements, perform risk assessments or compliance checks, verify identity, or validate payment or settlement methods), and we may process your data and transfer it to these third parties. You hereby explicitly consent to: our use of such third-party service providers, the outsourcing of services to them, and the related transfer and processing of data. Where applicable so we can provide you with Managed Payments, you hereby waive any professional secrecy rights. Regardless of whether we use third-party service providers, AtlasTalked remains responsible to you for the performance of the services contemplated under these Terms of Use.

12.5.3 Data Protection

Our performance of Payment Services entails the processing of your Client’s personal data when a sale happens. With respect to such data processing, you, AtlasTalked, and the Payout Entity each act as a separate data controller/business under the applicable data protection laws (which may without limitation include, the General Data Protection Regulation, the California Consumer Privacy Act, or other data protection laws to which you are subject). You agree to: comply with your obligations as a data controller/business pursuant to the applicable data protection laws, and provide us with all such reasonable cooperation, information, and assistance as necessary for us to meet our requirements as a data controller/business.

12.5.4 Collection of Fees and Other Amounts You Owe

You authorize us to collect from you any amounts you owe us or our Affiliates for the following (referred to as “Owed Amounts”):

• Payment of fees;
• Repayment or recoupment of amounts we incorrectly settled to you due to a payment processing error or otherwise;
• Recovery or recoupment: if we refund, reimburse, or pay in advance buyers or third parties any amounts, either on your behalf or because of your actions or omissions (for example, pursuant to the “Payment Disputes,” “Returns and Cancellations; Refunds,” or “Fines, Penalties and Losses” subsections of these Terms of Use); or of any other reimbursement of expenses incurred by us for you;
• Taxes related to Managed Payments or your use of our or our Affiliates’ services, if applicable and required by law;
• Costs and expenses, including reasonable legal fees, arising from a Payment Dispute arbitration proceeding which we bring and you agree to participate in; and
• Any other amounts incurred in relation to your use of services provided by us or our Affiliates to you.

Collection of the Owed Amounts may be carried out on a one-time, sporadic, or recurring basis by the following means:

• Retaining such amounts from your current or future disbursements relating to any transactions that you may have;
• Recouping from your Linked Bank Account (and if required, by issuing a direct debit mandate or other similar authorization);
• Recouping from any other payment instrument or payment method you may have on file with us or our Affiliates (for example, to pay for seller fees, shipping labels, or dispute resolution);
• Placing the Owed Amount on any invoice you receive from our Affiliates for AtlasTalked Services, as appropriate; and
• Retaining collections agencies or using other collections methods.

You authorize us to choose at our sole discretion the appropriate method of collection among those listed above for the purposes of recouping, drawing, recovering, charging, or deducting any Owed Amounts in accordance with this section.

You also authorize the Affiliate whom you have entered into the User Agreement with for the provision of AtlasTalked Services to charge you for any Owed Amounts on our behalf from any payment method you may have on file with such Affiliate.

If our attempt to recoup an Owed Amount from a payment instrument you have authorized us to use fails as a result of your acts or omissions, we may charge you for the failed attempt as set forth on the Fee Page or as applicable according to these terms.

13. Appointment Modifications, Cancellations, Refunds, and Resolutions

13.1 Friends and Clients are responsible for any modifications to a Appointment that they make via the AtlasTalked Platform or direct AtlasTalked customer service to make ("Appointment Modifications"), and agree to pay any additional Listing Fees, Friend Fees or Client Fees and/or Taxes associated with such Appointment Modifications.

13.2 Clients can cancel a confirmed Appointment at any time and forfeit the Total Fee. Any portion of the Total Fees due to the Friend will be remitted to the Friend by AtlasTalked Payments pursuant to the Payment Terms. Appointments at which a Client fails to arrive and participate are considered cancelled pursuant to this section.

13.3 If a Friend cancels a confirmed Appointment, the Client will receive a full refund of the Total Fees for such Appointment. In some instances, AtlasTalked may allow the Client to apply the refund to a new Appointment, in which case AtlasTalked Payments will credit the amount against the Client’s subsequent Appointment at the Client’s discretion. Further, AtlasTalked may publish a review on the Listing cancelled by the Friend indicating that a Appointment was cancelled. In addition, AtlasTalked may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled Appointment, and/or (ii) impose a cancellation fee, unless the Friend has legitimate concerns about the Client’s behavior as determined by AtlasTalked’s discretion.

13.4 For Friend Services, if weather poses a safety risk to Clients, or if it prevents a Friend from carrying out a Friend Service that takes place primarily outdoors, Friends may cancel the Friend Service. Friends may also cancel the Friend Service if other conditions exist that would prevent the Friend from offering the Friend Service safely.

13.5 In certain circumstances, AtlasTalked may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed Appointment and initiate corresponding refunds and payouts. This may be for reasons (i) where AtlasTalked believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to AtlasTalked, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.

14. Disputes between Members

14.1 Both Friends and Clients are responsible for demonstrating a level of decorum during their Appointment that is that meets the requirements of local laws. Should a law be violated during the Appointment, a civil or criminal case will be filed at the discretion of the injured parties and/or local jurisdictions. AtlasTalked holds no liability for the outcomes or proceedings of Appointments and shall be indemnified by both the Friend and Client in accordance with the relevant sections of these Terms. In the event of a breach of local law, AtlasTalked reserves the right to suspend or terminate Members’ accounts as well as provide refunds at its sole discretion.

14.2 Should a Friend or Client be dissatisfied with the proceedings or outcome of an Appointment either in or outside the breach of local laws, it is expected that the User will provide relevant feedback in Ratings and Reviews and, at their discretion as well as within the terms laid out in this document, report this behavior to AtlasTalked via email, our contact form, or any other means.

14.3 As a Client, after Friend accepts an Appointment request, one is granted the ability to accept the Appointment as complete or dispute it (“Appointment Dispute”). AtlasTalked is notified of these events and may choose to intervene in the event of an Appointment Dispute at its discretion. A Client agrees to accept the Appointment as complete once it has been executed according to the original contract between the Client and Friend, irrespective of its perceived efficacy, their sentiments of satisfaction with the Appointment, or other beliefs regarding the utility of the completed Appointment. Both proper and improper causes for an Appointment Dispute are described below.

14.4 Appointment Dispute are reserved strictly for Appointments that were not completed as according to their original contract. Possible reasons to dispute an Appointment include:

• a “no-show” event in which the Friend does not make themselves available for the Appointment in the formerly agreed upon manner,
• the Friend providing a Friend Service that is not as advertised in the Friend’s Listing,
• inadequate information provided to the Client as to the requirements of the Friend’s Service, such as physical fitness requirements to participate in a Friend Service,
• the Friend’s Service violates local law, making the original contract unenforceable,
• or the Friend’s Service claims to be a professional service such as psychotherapy, medical practice, or other regulated professional services which are prohibited on AtlasTalked.

14.5 Inappropriate causes to create a Dispute include, but are not limited to, the following:

• dissatisfaction or feelings of unease,
• or solicitation of personal information deemed by the Friend or Client to be pertinent to the Friend Service.

14.6 In the event of any Appointment Dispute, AtlasTalked reserves the right to communicate with both parties, arbitrate between them in accordance with AtlasTalked’s capacity for arbitration and local laws, and penalize involved Users’ accounts via suspension, termination, or the removal of Listings, Reviews, and Ratings. The Members  affected in this way are to be determined at AtlasTalked’s discretion and may include the party that initiated the Appointment Dispute.

14.7 Both Friends and Clients responsible for leaving the Location (including any personal or other property located at the Location) in a condition deemed appropriate by the owner of the Appointment Location. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Appointment Location. Damages can be claimed against an offending party, yet the Appointment Location’s owner or legal representatives are solely responsible for pursuing such remedies.

15. Ratings and Reviews

15.1 Within a certain timeframe after completing a Appointment, Clients and Friends can leave a public review (“Review”) and submit a rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of AtlasTalked. Ratings and Reviews are not verified by AtlasTalked for accuracy and may be incorrect or misleading.

15.2 Ratings and Reviews by Clients and Friends must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and must comply with AtlasTalked’s Content Policy and Extortion Policy.

15.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.

15.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the AtlasTalked Platform (such as the Listing page) together with other relevant information such as number of Appointments, number of cancellations, average response time and other information.

16. Disclaimers

If you choose to use the AtlasTalked Platform or Collective Content, you do so voluntarily and at your sole risk. The AtlasTalked Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the AtlasTalked Services, laws, rules, or regulations that may be applicable to your Listings and/or Friend Services you are receiving and that you are not relying upon any statement of law or fact made by AtlasTalked relating to a Listing.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

You agree that some Events or other Friend Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Friend Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Friend Services. You assume full responsibility for the choices you make before, during and after your participation in a Friend Service or the Group Payment Service. If you are bringing a minor as an additional Client, you are solely responsible for the supervision of that minor throughout the duration of your Friend Service and to the maximum extent permitted by law, you agree to release and hold harmless AtlasTalked from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Friend Service or in any way related to your Friend Service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

17. Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the AtlasTalked Platform and Collective Content, your publishing or Appointment of any Listing via the AtlasTalked Platform, your stay at any Location, participation in any Event or use of any other Friend Service, or any other interaction you have with other Members whether in person or online remains with you. Neither AtlasTalked nor any other party involved in creating, producing, or delivering the AtlasTalked Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the AtlasTalked Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the AtlasTalked Platform, or (iv) from your publishing or Appointment of a Listing, including the provision or use of a Listing’s Friend Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not AtlasTalked has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Friends pursuant to these Terms, in no event will AtlasTalked’s aggregate liability arising out of or in connection with these Terms and your use of the AtlasTalked Platform including, but not limited to, from your publishing or Appointment of any Listings via the AtlasTalked Platform, or from the use of or inability to use the AtlasTalked Platform or Collective Content and in connection with any Location, Event, other Friend Service, or interactions with any other Members, exceed the amounts you have paid or owe for Appointments via the AtlasTalked Platform as a Client in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Friend, the amounts paid by AtlasTalked to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between AtlasTalked and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect AtlasTalked’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

18. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at AtlasTalked’s option), indemnify, and hold AtlasTalked and its affiliates and subsidiaries, including but not limited to, AtlasTalked Payments, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the AtlasTalked Platform or any AtlasTalked Services, (iii) your interaction with any Member, stay at a Location, Event, or other Friend Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, or (iv) your breach of any laws, regulations or third party rights.

19. Dispute Resolution and Arbitration Agreement

19.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against AtlasTalked in the United States (to the extent not in conflict with Section 21).

19.2 Overview of Dispute Resolution Process. AtlasTalked is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 19.1 applies: (1) an informal negotiation directly with AtlasTalked’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 19 and except as provided in Section 19.6). Specifically, the Consumer Arbitration Rules provide:

• Claims can be filed with AAA online (www.adr.org);
• Arbitrators must be neutral and no party may unilaterally select an arbitrator;
• Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
• Parties retain the right to seek relief in small claims court for certain claims, at their option;
• The initial filing fee for the consumer is capped at $200;
• The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
• The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

19.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and AtlasTalked each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact AtlasTalked’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

19.4 Agreement to Arbitrate. You and AtlasTalked mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the AtlasTalked Platform, the Friend Services, or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and AtlasTalked agree that the arbitrator will decide that issue.

19.5 Exceptions to Arbitration Agreement. You and AtlasTalked each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

19.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

19.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, AtlasTalked agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Boulder  County; (c) in any other location to which you and AtlasTalked both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

19.8 Modification of AAA Rules - Attorney’s Fees and Costs. You and AtlasTalked agree that AtlasTalked will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, AtlasTalked agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.

19.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

19.10 Jury Trial Waiver. You and AtlasTalked acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

19.11 No Class Actions or Representative Proceedings. You and AtlasTalked acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and AtlasTalked both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and AtlasTalked agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

19.12 Severability. Except as provided in Section 19.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

19.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if AtlasTalked changes this Section 19 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of AtlasTalked’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and AtlasTalked (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and AtlasTalked.

19.14 Survival. Except as provided in Section 19.12 and subject to Section 23.9, this Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the AtlasTalked Platform or terminate your AtlasTalked Account.

20. Applicable Law and Jurisdiction

20.1 If your country of residence or establishment is the United States, these Terms will be interpreted in accordance with the laws of the State of Colorado and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 19 must be brought in state or federal court in Boulder, Colorado, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Boulder, Colorado.

20.2 If your country of residence or establishment is outside of the United States, these Terms will be interpreted in accordance with Irish law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your country of residence. If you are acting as a consumer, you agree to submit to the non-exclusive jurisdiction of the Irish courts. Judicial proceedings that you are able to bring against us arising from or in connection with these Terms may only be brought in a court located in Ireland or a court with jurisdiction in your place of residence. If AtlasTalked wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Irish courts.

21. General Provisions

21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between AtlasTalked and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between AtlasTalked and you in relation to the access to and use of the AtlasTalked Platform.

21.2 No joint venture, partnership, employment, or agency relationship exists between you and AtlasTalked as a result of this Agreement or your use of the AtlasTalked Platform.

21.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

21.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

21.5 AtlasTalked’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

21.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without AtlasTalked's prior written consent. AtlasTalked may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

21.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by AtlasTalked via email.

21.8 If you have any questions about these Terms please email us.

22. Amendment

AtlasTalked reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the AtlasTalked Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the AtlasTalked Platform will constitute acceptance of the revised Terms.

23. Term, Termination, Suspension, and other Measures

23.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or AtlasTalked terminate the Agreement in accordance with this provision.

23.2 You may terminate this Agreement at any time by sending us an email. If you cancel your AtlasTalked Account as a Friend, any confirmed Appointment(s) will be automatically cancelled and your Clients will receive a full refund. If you cancel your AtlasTalked Account as a Client, any confirmed Appointment(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.

23.3 Without limiting our rights specified below, AtlasTalked may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

23.4 AtlasTalked may immediately, without notice, terminate this Agreement and/or stop providing access to the AtlasTalked Platform if (i) you have materially breached your obligations under these Terms, the Payment Terms, our Policies and Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) AtlasTalked believes in good faith that such action is reasonably necessary to protect the personal safety or property of AtlasTalked, its Members, or third parties (for example in the case of fraudulent behavior of a Member).

23.5 In addition, AtlasTalked may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payment Terms, our Policies and Standards, applicable laws, regulations, or third party rights, (iii) you have provided fraudulent, outdated or incomplete information during the AtlasTalked Account registration, Listing process or thereafter, (iv) you and/or your Listings or Friend Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or AtlasTalked otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed Appointments or failed to respond to Appointment requests without a valid reason, or (vii) AtlasTalked believes in good faith that such action is reasonably necessary to protect the personal safety or property of AtlasTalked, its Members, or third parties, or to prevent fraud or other illegal activity:

• refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;
• cancel any pending or confirmed Appointments;
• limit your access to or use of the AtlasTalked Platform;
• temporarily or permanently revoke any special status associated with your AtlasTalked Account;
• temporarily or in case of severe or repeated offenses permanently suspend your AtlasTalked Account and stop providing access to the AtlasTalked Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by AtlasTalked and an opportunity to resolve the issue to AtlasTalked's reasonable satisfaction.

23.6 If we take any of the measures described above (i) we may refund your Clients in full for any and all confirmed Appointments that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed Appointments that were cancelled.

23.7 Termination of this Agreement shall not affect the rights or liabilities of either party accrued until termination and/or any terms intended (expressly or implicitly) to survive termination. If there are pending payment transactions at the time the termination takes effect, they will be processed pursuant to terms of these Payments Terms of Use unless prohibited by law.

23.8 When this Agreement has been terminated, you are not entitled to a restoration of your AtlasTalked Account or any of your Member Content. If your access to or use of the AtlasTalked Platform has been limited or your AtlasTalked Account has been suspended or this Agreement has been terminated by us, you may not register a new AtlasTalked Account or access and use the AtlasTalked Platform through an AtlasTalked Account of another Member.

23.9 Sections 5 and 16 to 24 of these Terms shall survive any termination or expiration of this Agreement.

24. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the AtlasTalked Platform (“Feedback“). You may submit Feedback by emailing us, through the Contact section of the AtlasTalked Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.