The agreement
These Terms of Service ("Terms") are an agreement between Talt AI LLC ("Talt AI", "we", "us"), the company that provides Halqora, and the academy or other organisation that signs up for Halqora ("Customer", "you"). The person accepting these Terms confirms that they are authorised to bind the Customer.
If you sign an order form or a separate written agreement with us, that document applies where it differs from these Terms. Our Privacy Policy explains how we handle personal information.
Definitions
- Service: the Halqora web application, its classroom, and related support we provide.
- Authorised Users: the Customer's owners, admins and teachers who have Halqora accounts.
- End Users: students, parents and guardians who use the Service through links the Customer sends, without accounts.
- Customer Data: information that the Customer, its Authorised Users or End Users put into the Service.
- Active student: a student with at least one class scheduled or taught in a billing month, as described on our pricing page.
Accounts and users
You are responsible for your Authorised Users, for keeping sign-in details secure, and for everything done under your accounts. Tell us promptly at support@halqora.com if you suspect unauthorised access. You must give us accurate account and billing information and keep it up to date.
The service and the pilot
We will provide the Service in line with these Terms and the plan you choose, and we will use reasonable efforts to keep it available and secure. We may improve and change the Service over time; we will not materially reduce the core features of your paid plan during a paid term.
A pilot or trial lets you evaluate the Service before you pay. Unless we agree otherwise in writing, a pilot is provided free of charge, "as is", for the period we offer, and either of us may end it at any time.
Fees and billing
- Fees. You agree to pay the fees for your plan as shown on our pricing page or in your order form. Plans billed per active student are calculated from the number of active students in each billing month, subject to any plan minimum.
- Billed outside the app. Subscription fees are invoiced by Talt AI directly and paid outside the Halqora app, by the payment methods named on the invoice. Invoices are due on receipt unless the invoice states otherwise.
- Monthly and annual terms. Monthly plans renew each month and annual plans renew each year, until cancelled. Annual plans are paid in advance.
- Taxes. Fees exclude taxes. You are responsible for any sales, use, VAT, GST or similar taxes, except taxes on our income.
- Late payment. If an invoice is more than 15 days overdue, we may suspend the Service after giving you notice and a chance to pay.
- Price changes. We will give you at least 30 days' notice of any price change, which applies from your next billing period.
- Refunds. Fees are non-refundable except where these Terms or the law say otherwise.
- Your own payments. Payments families make to you through your payment providers go to your accounts, not to us. Your payment providers' fees and terms apply to those payments.
Customer Data and your responsibilities
You own your Customer Data. You give us the rights we need to host, process and display it in order to provide and support the Service. You are responsible for the accuracy and lawfulness of Customer Data, for having the notices, consents and lawful bases needed to collect it and use it in Halqora, and for how your staff use the Service with your students and families.
You can export your Customer Data while your subscription is active, and for 30 days after it ends. After that we delete it as described in our Privacy Policy.
Students, children and consent
Your students may include children. You are responsible for obtaining any verifiable parental consent and other permissions required by laws such as the US Children's Online Privacy Protection Act (COPPA), the GDPR or UK GDPR, and local education and safeguarding rules, before you add a child's information to Halqora or invite a child to a class. You are also responsible for consents relating to camera use and class observation, and for your own safeguarding policies. Halqora does not record class video or audio.
Acceptable use
You must not, and must not allow anyone to:
- use the Service for anything unlawful, harmful, harassing, discriminatory or abusive, or to exploit or endanger children;
- upload material you do not have the right to use, including copyrighted books you are not licensed to share;
- send spam or unsolicited messages, including through a paired WhatsApp number;
- try to break, probe or bypass the Service's security, or access another customer's data;
- overload the Service, scrape it, or reverse engineer it except where the law allows;
- resell or provide the Service to third parties outside your academy without our written agreement.
Third-party services
The Service can connect to services you choose, such as PayPal, Stripe, Mercury, Wise, Google Meet and WhatsApp. Your use of those services is governed by your agreements with their providers, and you are responsible for complying with their terms. We are not responsible for third-party services, their availability, or changes they make. In particular, WhatsApp messages are sent from the number you pair, within the daily limits of the Service; WhatsApp may restrict or block a number at its discretion, and email remains available for every invoice and reminder.
Privacy and data protection
We process Customer Data as your processor or service provider, only to provide the Service and as described in our Privacy Policy. If you need a data processing agreement, including Standard Contractual Clauses for international transfers, email support@halqora.com and we will provide one.
Intellectual property
Talt AI owns the Service, the Halqora name and brand, and all related software and materials. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable right for your Authorised Users and End Users to use the Service for your academy during your subscription. If you send us feedback, we may use it without obligation to you.
Confidentiality
Each of us will keep the other's non-public business information confidential, use it only to perform under these Terms, and protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law (with notice where allowed).
Term, suspension and termination
- These Terms apply from when you first use the Service until your subscription ends.
- You can cancel at any time; cancellation takes effect at the end of the current billing period.
- Either party may terminate if the other materially breaches these Terms and does not fix the breach within 30 days of written notice.
- We may suspend access immediately if needed to prevent harm to the Service, other customers or End Users, or to comply with law, and we will tell you why as soon as we can.
- When the subscription ends, your right to use the Service stops, any unpaid fees become due, and the data export and deletion terms above apply. Sections that by their nature should survive (such as fees owed, confidentiality, disclaimers, limitation of liability and governing law) survive.
Warranties and disclaimers
Each party confirms it has the authority to enter into these Terms. Except as expressly stated in these Terms, the Service is provided "as is" and "as available", and Talt AI disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free. Halqora helps you calculate invoices and teacher pay from the rules and data you enter; you remain responsible for reviewing invoices and payroll before you send or pay them, and for your own tax, employment and accounting obligations.
Limitation of liability
To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of the possibility. Each party's total liability arising out of or relating to these Terms is limited to the fees you paid to Talt AI for the Service in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, to a party's indemnification obligations, or to liability that cannot be limited by law.
Indemnification
You will defend and indemnify Talt AI against third-party claims arising from Customer Data, your use of the Service in breach of these Terms or the law, or a missing consent you were responsible for obtaining. We will defend and indemnify you against third-party claims that the Service, as we provide it, infringes their intellectual property rights. The party seeking indemnity must give prompt notice, reasonable cooperation, and control of the defence to the other party.
Governing law and disputes
These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-law rules. Before starting any formal proceeding, each party agrees to try in good faith to resolve a dispute by contacting the other. If that does not resolve it within 30 days, the dispute will be heard exclusively in the state and federal courts located in Wyoming, and both parties consent to their jurisdiction. Nothing here stops either party from seeking urgent injunctive relief.
Changes to these Terms
We may update these Terms from time to time. We will post the new version here with a new effective date and, for material changes, notify customers by email at least 30 days in advance. Continuing to use the Service after the changes take effect means you accept them; if you do not agree, you may cancel before then.
General
You may not assign these Terms without our written consent, except to a successor of your academy's business. We may assign them to an affiliate or a successor of our business. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver. These Terms, together with any order form and the Privacy Policy, are the entire agreement between us about the Service. Notices to us go to support@halqora.com; notices to you go to the email address on your account.
Contact
Questions about these Terms: support@halqora.com.
Post: Talt AI LLC, 30 N Gould St, Sheridan, WY 82801, USA.