TalkingDeck Terms of Service

These Terms of Service (“Terms”) are a legal agreement between Omnicom Solutions d.o.o., herein “Omnicom Solutions”, having an office and place of business at 2, Ljubostinjska, 11000 Belgrade, Republic of Serbia, and the person or entity agreeing to the terms herein (“Customer”, “You” or “you”). By creating or registering an account with us or on the Google Slides addon, by mutually executing one or more order forms with us which reference these terms or by accessing or using any part of the TalkingDeck Google Slide addon (the “Service”) in any manner, You agree that You have read, understand, and agree to be bound by all of the terms and conditions contained herein, to the exclusion of all other terms. 

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. 

If You do not agree to these Terms, You must not use or access the Service. If You are entering into these Terms on behalf of a company, You represent that You have the authority to bind that company to these Terms. 

If you register for the Service free tier, these Terms will also govern your utilisation of the Service under that free tier, unless otherwise provided herein.

TalkingDeck is a cloud-based Software as a Service (SaaS) that (a) extracts data from your Google Slides documents using Google API, generates a narrated, animated video and stores it on your Google Drive.

The Service is provided subject to these Terms and solely for Your business purposes. You and your authorized users may connect to the Service using any Internet browser supported by the Service.

The Service requires a Google user account, Google being a Data Source Provider that will be used to access the Service configuration console and the Data Source which will contain the data displayed by the Service.

To these Terms: Omnicom Solutions reserves the right to update and change the Terms upon notice from time to time. You will be provided notice of any such modification by electronic mail or by the publishing of such on the website https://talkingdeck.com/terms-of-service. You may terminate your use of the Service immediately if the Terms are modified in a manner that substantially affects your rights in connection with your use of the Service. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at : https://talkingdeck.com/terms-of-service.

To the Service: Omnicom Solutions may make changes to the Service from time to time.

Omnicom Solutions will notify you of any material changes or modifications. Any updates, upgrades, additions or new features to the Service, including the release of new tools and resources, shall be subject to these Terms and may require you to agree to additional terms and conditions.

Access to Service: Access to the Service is only available to the Customer.

License to Customer: Subject to Customer’s compliance with these Terms and the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup), any other Google specific contract or policy applicable to Customer use of Google solutions and the terms and conditions of any Third Party Solution, including, without limitation, Customer’s payment of all applicable fees (the “Subscription Fees”), Omnicom Solutions hereby grants Customer a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use, execute, perform and display the Service, solely for Customer’s own internal business use.

During the Term, Customer will at all times prevent unauthorized access to or use of the Service, and notify Omnicom Solutions as soon as possible of any such unauthorized access to or use of the Service. Customer is at all time fully responsible and liable for all acts and omissions by Users to whom Customer has granted access to the Service and/or Third Party Solution. Customer agrees to indemnify Omnicom Solutions for all claims and losses related to any such acts and/or omissions.

If Subscription Fees apply, Omnicom Solutions reserves the right to terminate unpaid User Accounts.

Restrictions on Use of TalkingDeck: In addition to all other terms and conditions contained herein, Customer shall not and shall not permit others (including its’ Users) to:

1. copy, modify, adapt, translate or otherwise create derivative works of the Service;
2. reverse engineer, decompile, translate, disassemble or otherwise attempt to discover the source code of the Service;
3. rent, lease, sell, resell, assign, sublicense, transfer, distribute any or all of the Service or otherwise transfer rights in or to the Service;
4. access or use the Service for:
5. activities where the use or failure of the Service would reasonably be expected to lead to death, personal injury, or environmental damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry);
6. In violation of the then-current Google’s acceptable use policy stated at http://cloud.google.com/terms/aup;
7. In a manner intended to avoid incurring fees (included creating multiple accounts to simule or act as a single customer account) or to circumvent the specific usage limits or quotas of the Service;
8. For materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the Department of State of the US or to process of store any data that is subject to the ITAR;
9. Remove any proprietary notices or labels from the Service;
10. use, post, transmit or introduce any device, software or routine which interfere or attempt to interfere with the operation of the Service;
11. use the Service for spamming or any other illegal or unauthorized purpose or engage in illegal or deceptive trade practices;
12. otherwise use of the Service in violation of any laws in your jurisdiction (including but not limited to copyright laws and Export control laws).

This list of prohibitions provides examples and is not complete or exclusive.

Omnicom Solutions may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required, Omnicom Solutions will cooperate with law enforcement agencies in any investigation of alleged illegal activity associated with the Service or on the Internet.

Unauthorized use of any trademarked, copyrighted or patented materials contained in the Service may violate certain laws and regulations.

You agree to indemnify and hold Omnicom Solutions and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Omnicom Solutions or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Service or Third Party Solution or the use of this Service or Third Party Solution by any person using your User Account (including without limitation, Your Content (as defined below)) or Third Party Solution Account violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

Omnicom Solutions reserves the right to suspend or terminate your access to Service with or without cause, upon thirty (30) days notice without cause, or immediately without notice with cause or for any action that Omnicom Solutions determines is inappropriate or disruptive to the Service or to any other user of this Service.

Without prejudice to the above, Omnicom Solutions reserves the right to suspend or terminate Customer’s access to the Service immediately, with or without notice, in particular if Omnicom Solutions reasonably determines that:

(a) there is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service, any Third Party Solution, Omnicom Solutions, Customer, or any user of the Service;

(b) Customer’s or its Users’ use of the Service or Customer Content disrupts or poses a security risk to the Service, any Third Party Solutions or any user of the Service, may harm Omnicom Solutions’s systems, or may subject Omnicom Solutions or any third party to liability;

(c) Customer or any User is using the Service or Third Party Solution for fraudulent or illegal activities;

(d) Customer or any User is causing performance disruptions in the Services or in Google Workspace by using the Service in a way that is not recommended in guidelines published in the Service’s documentation or by ignoring recommendations provided by Omnicom Solutions’ technical support;

(e) subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;

(f) Customer or any User is using the Service or other Omnicom Solutions property in breach of these Terms or is using any Third Party Solution in violation of the concerned Third Party Solution’s terms and conditions;

or 

(g) Customer (or reseller, if applicable) is in default of its payment obligations hereunder (collectively, “Service Suspensions”).

Omnicom Solutions will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer and provide updates regarding resumption of Customer’s access to the Service following any Service Suspension.

The Data Source Provider (for example, Google) may also suspend your User Account if: (a) your use of Data Source Provider services is in violation of Data Source Provider’s applicable policy (for example, Google Acceptable Use Policy), which could disrupt: (i) Data Source Provider services; (ii) other users’ use of Data Source Provider services; or (iii) the Data Source Provider network or servers used to provide Data Source Provider services; or (b) there is unauthorized third party access to Data Source Provider services.

The Service uses or contains features designed to interoperate with Third Party Solutions. Google Drive is the example of Third Party Solutions for the purpose of these Terms. To use Third Party Solutions and the features of the Services that interoperate with Third Party Solutions, Customer shall obtain access to such Third Party Solutions from applicable providers and comply with any terms and conditions applicable to such Third Party Solutions. Any acquisition or use by Customer of any such Third Party Solutions, and any exchange of data between Customer and any provider of a Third Party Solution (including exchange of data through the Service), is solely between Customer and the applicable provider of the Third Party Solution.

Omnicom Solutions shall not be liable for Customer’s and Customer’s User use of, and does not warrant or support any Third Party Solution. If Customer or its User uses or enables a Third Party Solution in connection with the Service, Customer grants Omnicom Solutions permission (a) to allow the provider of any Third Party Solution to access and use all Customer Content and (b) to access and use Customer data and documents to which the Third Party Solution gives access to Omnicom Solutions, in each case as required for the interoperation of the Service and the concerned Third Party Solution. 

If the provider of any Third Party Solution ceases to make the Third Party Solution available for interoperation with the corresponding Service features on reasonable terms and conditions, Omnicom Solutions may cease providing such features or the Service altogether, without entitling Customer to any refund or credit.

Customer shall comply with the relevant terms and conditions and/or policies of all applicable third party services providers (including, but not limited to, the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup) and the terms and conditions of any Third Party Solution). Customer will indemnify, defend, and hold Omnicom Solutions harmless from and against any damages, expenses and cost arising from or relating to Customer’s or Customer’s User failure to comply with such applicable third party terms.

Fees. Customer agrees to pay the Service Fees applicable to Customer’s and its Users’ use of the Service. Service Fees will be paid on ad hoc basis in accordance with Customer applicable plan as agreed with Omnicom Solutions when you registered for the Service. All fees and charges are payable in advance and non-refundable, including in the case of unused subscription periods or after termination or cancellation, unless otherwise disclosed at the time of purchase.

Subscription Term. The Subscription Term shall commence on the Effective Date as defined below and will remain in effect until the expiration or termination of subscription period, whichever occurs first. “Effective Date” is the date You enter into these Terms by creating and registering an account with us on our website, addon or webapp, or by mutually executing one or more order forms with us which reference these terms, or by otherwise accessing or using any part of the Service in any manner.

Refund. If you are not 100% satisfied with your purchase, within 30 days from the purchase date, we will fully refund the cost of your order. This will generally be done using the same manner you used to make the purchase.

All refund requests should be made in writing by contacting our support team.

As displayed in the pricing page available one the TalkingDeck website – https://talkingdeck.com/pricing/ , Customer applicable plan will be based on the number of slide test previews created and number of slides converted to video. For the purpose of the foregoing, an application (“app”) is a set of functionalities that transforms a Data Source into a narrated video content.

In case of non-payment for any reason (including, if applicable, internet payment processor’s inability to charge your credit card or other payment method for any reason) or any violation of these Terms, Omnicom Solutions shall be entitled to immediately suspend Customer’s and Users’ access to the Service upon notice.You acknowledge that Omnicom Solutions may suspend or terminate your rights to use the Services if You are in breach of these Terms.

Customer agrees that Customer’s paid use of the Service is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Omnicom Solutions regarding future functionality or features.

If You register for a free tier offer, We will make the Service available to You on a free tier basis until the earlier of (a) the end of the free tier period for which You registered to use the applicable Service, or (b) the start date of any purchased Service subscriptions ordered by You for such Service. 

YOUR CONTENT ON OUR SYSTEMS OR IN OUR POSSESSION OR CONTROL AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR YOU, DURING THE FREE TIER PERIOD MAY BE PERMANENTLY LOST OR DELETED AT THE END OF THE FREE TIER PERIOD UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE FREE TIER BEFORE THE END OF THE FREE TIER PERIOD. OMNICOM SOLUTIONS WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE TIER OFFER.

Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, Omnicom Solutions (or its licensors) own all legal right, title and interest in and to the Service, including, without limitation, any Intellectual Property Rights or other proprietary rights which exist in the Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist) (“Our Technology”). For purposes of these Terms, “Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).

Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Service according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Service constitute trademarks, trade names, service marks or logos (“Marks”) of Omnicom Solutions or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with and will inure to us or those other entities. To the extent indicated, any use of third party software provided in connection with the Service will be governed by such third parties’ licenses and not by these Terms of Service.

Furthermore, any comments, ideas and/or reports about the Service that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.

As between You and Omnicom Solutions, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that You and Your Users upload or submit to the Service or extract using the Service (collectively, “Your Content” or “Customer Content”). For the avoidance of doubt, Customer Content includes data and documents to which a Third Party Solution gives access to Omnicom Solutions. You may not extract, upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of Your Content. You represent and warrant that you have all rights, permissions and consents necessary (a) to make Your Content available on or through the Service, and (b) to grant Omnicom Solutions the limited rights to use Your Content as set forth in these Terms. Omnicom Solutions represents and warrants that it has all rights, permissions and consents necessary (a) to provide the Service to You and (b) to grant You the limited rights to use the Service set forth in these Terms.

You agree that Omnicom Solutions may use Your Content to provide the Service and its features, including by making it available for viewing, download and modification by other Users with access rights to Your Content. You hereby grant Omnicom Solutions a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable (including the right to sublicense through multiple tiers) license to access, use, and/or disclose Your Content as required solely for the purpose of providing, securing and improving the Service to you.

You understand and agree that Omnicom Solutions may, notwithstanding any provision of any separate nondisclosure agreement that may have been executed between You and Omnicom Solutions, distribute and disclose Your Content (a) to your Users, and (b) to Omnicom Solutions’ service providers who act on Omnicom Solutions’ behalf in providing the Service. Omnicom Solutions’ use and processing of any personally identifiable information you provide through the Service is governed by our Privacy Policy, in line with provisions of applicable regulations, including but not limited to the European General Data Protection Regulation 2016 / 679 (GDPR), to the extent applicable. Your use of the Service indicates your acceptance of the terms of our Privacy Policy. You can review the most recent version of our Privacy Policy at: https://talkingdeck.com/privacy-policy.

“Confidential Information” means all non-public information disclosed in written, oral or visual form by either party or its affiliates (the “disclosing party”) to the other or its affiliates (the “receiving party”). Confidential Information may include, but is not limited to, services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how, and other technical, business, financial and product development information. Confidential Information does not include any information that the receiving party can demonstrate by its written records (1) was rightfully known to it without obligation of confidentiality prior to its disclosure hereunder by the disclosing party; (2) is or becomes publicly known through no wrongful act of the receiving party, its affiliates and/or their employees and contractors; (3) has been rightfully received without obligation of confidentiality from a third party authorized to make such a disclosure; or (4) is independently developed by the receiving party without reference to or use of, directly or indirectly, confidential information disclosed hereunder.

Neither party will use any Confidential Information of the other party except (i) as necessary to exercise its rights and fulfill its obligations under these Terms, (ii) as expressly permitted by these Terms or (iii) as expressly authorized in writing by the disclosing party. The receiving party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a reasonable standard of care. The receiving party may not disclose the disclosing party’s Confidential Information to any person or entity other than to those of its affiliates, employees and contractors (and its affiliates’ employees and contractors) who: (i) are subject to a written agreement with the receiving party that includes use and confidentiality restrictions that are at least as protective as those set forth in these Terms, and (ii) need access to such Confidential Information solely for the purpose of fulfilling the receiving party’s obligations or exercising the receiving party’s rights hereunder. Awesome Gapps may also disclose Customer’s Confidential Information to Google Inc (or any of its affiliate) and/or to any Third Party Solution interoperating with the Service for the sole purpose of rendering the Service. The foregoing obligations will not restrict the receiving party from disclosing Confidential Information of the disclosing party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party required to make such a disclosure gives reasonable notice to the disclosing party prior to such disclosure; and (2) on a confidential basis to its legal and financial advisors.

THE SERVICE AND INTEROPERATION WITH ANY THIRD PARTY SOLUTION IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. OMNICOM SOLUTIONS MAKES NO WARRANTY THAT (I) THE SERVICE OR THIRD PARTY SOLUTION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) THE SERVICE OR THIRD PARTY SOLUTION WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE); (III) ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH THE SERVICE OR THIRD PARTY SOLUTION WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USING THE SERVICE OR THIRD PARTY SOLUTION WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER.

IN NO EVENT SHALL OMNICOM SOLUTIONS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE AND/OR THIRD PARTY SOLUTION, EVEN IF OMNICOM SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH OMNICOM SOLUTIONS RELATED TO ANY OF THE SERVICE OR THIRD PARTY SOLUTION SHALL BE TERMINATION OF THE SERVICE. IN NO EVENT SHALL OMNICOM SOLUTIONS’ ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE IN THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH A JURISDICTION.

You understand and agree that Omnicom Solutions set fees and entered into these Terms with You in reliance upon the limitations of liability set forth in these Terms, which allocate risk between the parties and form the basis of a bargain between the parties.

God, acts of government, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.

During the term of these Terms, if You choose to become a paying customer of the Service, Omnicom Solutions may (i) orally state that You are an Omnicom Solutions customer, (ii) include Your name or trademarks, trade names, service marks or logos in a list of Omnicom Solutions customers (whether in Omnicom Solutions’ online or offline promotional materials) and (iii) generally describe the products or services it provides to You in its promotional materials, presentations and proposals to other current and prospective customers. You may revoke Omnicom Solutions’ right to use your trademarks, trade names, service marks or logos under this paragraph with written notice to Omnicom Solutions and a reasonable period to stop the use.

These Terms, their interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the Republic of Serbia. Both parties hereby irrevocably submit any disputes under these Terms to the jurisdiction of the courts located in the Republic of Serbia.