General Terms of Use

Effective Date: April 1, 2026

The POCKETALK Terms of Use (North America) (this “TOU”) governs your access to and use of the Service (as defined in Section 1) and serves as an agreement between POCKETALK INC. (“POCKETALK” or “us”) and the purchaser and/or user of the Service (“you” or “Customer”). If you are an existing Customer of our Device or Software purchased prior to the Effective Date, the Pocketalk Terms of Use (Common) apply to your purchase and/or use of such Device or Software. If you are not located in North America, the Pocketalk Terms of Use (Common) apply to you.

The TOU applies in addition to other terms provided by POCKETALK and its Affiliates that apply to individual Services or Customers, including the Device and SIM Service Terms set forth in Annex 1 (the “Individual Terms”, and together with the TOU, the data processing terms (if applicable), and any ordering document, are referred to collectively as the “Terms”). In the event of any discrepancy between the TOU, the Individual Terms, or ordering document, the order of precedence shall be as follows: the ordering document, the Individual Terms, data processing terms (if applicable), and the TOU.

PLEASE READ THE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 15 BELOW REQUIRING DISPUTES TO BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS, AND LIMITING THE MANNER IN WHICH YOU CAN MAKE A CLAIM AGAINST POCKETALK AND ITS AFFILIATES. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 15 BELOW.

By accessing or using the Services, including registering for an account, or by clicking a button or checking a box marked “I Agree” (or similar), you confirm that you have read, understood, and agree to be bound by the Terms, and that you have read, understand, and acknowledge the Politique de confidentialité and the white paper(s) for your applicable Service, available at https://pocketalk.com/security-white-papers, each of which may be modified from time to time. If you do not agree to the Terms, you may not access or use the Service (including purchase, rental or use of the Device, or creating an account with respect to the Service).

If you are a minor, you must obtain the prior consent of a person with parental authority or other legal representative before entering into the Terms or using the Service. The term “minor” shall be defined in accordance with the laws of your place of residence. If you use our Service on behalf of another person or entity, (a) all references to “you” throughout the Terms will include that person or entity, (b) you represent that you are authorized to accept the Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates the Terms, the person or entity agrees to be responsible to us.

1. Définitions

1. “Affiliate” means an entity controlling, controlled by or under common control with the subject entity, where for purposes of this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
2. “Reseller” means any reseller duly authorized by POCKETALK to sell the Service.
3. “Service” means our website at https://pocketalk.com (including all subdomains and successor websites); devices and equipment and related accessories (collectively, the “Appareil”); software platforms, web and mobile applications (collectively, the “Software”); and other websites, products, materials, or services that we offer.
4. “Your Content” means any data and content that you share through or upload to the Services, including, without limitation, text, images, and audio content that you share through or upload to the Services (“Translation Inputs”), and the translations generated by the Service using Your Content (“Translation Outputs”).

2. Use of The Service

1. You may be required to create an account in order to use all or part of the functionality of the Service. To do so, you shall provide all information required in the instructions for creation of the account.
2. You shall be responsible for any act performed relating to your account. You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Service. You are responsible for maintaining the security and confidentiality of your username and password. POCKETALK and its Affiliates shall not be liable for any losses or damages arising from a breach in confidentiality of your account.
3. If you recognize or suspect any security issue or unauthorized access with respect to the Service or your account, please contact us immediately at privacy@pocketalk.com.
4. Subject to your agreement to and compliance with the Terms, POCKETALK and its Affiliates grants you a non-exclusive right to access, use, and view the Service solely in accordance with the Terms. Except as expressly provided in this Section, none of POCKETALK nor its Affiliates grant to you any rights, or any title or interest, in or to the Service or any other property. Provision of the Service does not transfer to you any of the copyrights, ownership or other rights related to the Service.
5. You may provide POCKETALK and its Affiliates with comments, suggestions, and recommendations, fixes, improvements, etc. (hereinafter collectively referred to as “Feedback”) related to the Service. POCKETALK and its Affiliates shall own all rights, titles, and interests in and to any Feedback, and you hereby assign and agree to assign to POCKETALK and its Affiliates any and all such rights, titles, and interests. Accordingly, POCKETALK and its Affiliates may take any action relating to such Feedback without any payment to or approval from you.
6. You shall, at your own responsibility and expense, prepare the communication equipment (computer, tablet, web camera, microphone, etc.), software (including web conference service designated by POCKETALK and its Affiliates) and internet connection contract, etc. necessary to use the Service. You shall bear all communication and connection fees related to the use of the Service.

3. Conditions d'utilisation

1. The Service is the intellectual property of POCKETALK and its Affiliates or a third-party licensor, and is protected by United States, Japanese, and other domestic and international laws concerning intellectual property rights.
2. POCKETALK or its Affiliates may amend, update or otherwise modify the Service or its corresponding operating environment (including the Software) at its own discretion, with or without prior notice to you.
3. Use of the Service requires internet access. Maintenance and management of necessary equipment for accessing the Internet are solely your expense and responsibility.
4. You are not permitted to use, or attempt to use, any other Customer’s account.
5. You are not permitted to impersonate other individuals or organizations when using the Service.

4. Fees and Tax

1. You are obligated to pay POCKETALK or the Reseller (if applicable) all fees set forth in the Terms (the “Fees”) in accordance with such Terms. If your payment of all or part of the required Fees is not received, POCKETALK or its Affiliates may suspend or terminate the Service without prior notice to you.
2. All payments under the Service shall be net payments without deduction for or on account of any taxes under applicable law, unless the parties otherwise agree in writing. All taxes and any other charges under any Service plan shall be borne by you.
3. The price and method of payment shall be separately determined by POCKETALK if you purchase from POCKETALK, or in accordance with an agreement between you and the applicable Reseller at the time of your purchase from the Reseller.
4. Any payment not received from you by the due date will accrue late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In the event of a failure to pay, you agree to pay POCKETALK’s costs of collection, including reasonable attorney’s fees and costs.
5. If your account is 30 days or more overdue, in addition to any of its other rights or remedies, POCKETALK and its Affiliates reserve the right to immediately suspend your access to the Service, without liability to you, until the Fees are paid in full.

5. Your Content

You grant POCKETALK and its Affiliates, and their applicable third-party vendors and hosting partners, a worldwide, limited-term license to host, copy, transmit, or otherwise use Your Content to provide the Services in accordance with the Terms. Subject to the limited licenses granted herein, neither POCKETALK nor its Affiliates acquires any right, title or interest in or to any of Your Content. You are solely responsible for the accuracy, quality, and legality of Your Content and the means by which you acquired it. Neither Pocketalk nor its Affiliates is under any obligation to edit, monitor, or control Your Content.

6. Privacy and Data Use

1. POCKETALK and/or its Affiliates obtain information via the Service. By agreeing to these Terms you acknowledge that you have read and understand the Privacy Policy. If you are an entity or enterprise using our Services, additional data processing terms may apply.
2. For the purpose of providing the Service, POCKETALK and/or its applicable Affiliate will transmit Your Content to our server. However, none of POCKETALK nor its Affiliates will view, analyze, store, manage or back up any of Your Content, unless otherwise specified by POCKETALK. It is your responsibility to store, manage and back up Your Content.
3. POCKETALK and/or its Affiliates will receive technical support from the provider of the voice recognition engine and translation engine, as well as development subcontractors and support service contractors, etc. (hereinafter referred to as the “Subcontractors”), to provide the Service for the intended purpose. When using the technology of the Subcontractors, the Service transmits your Translation Inputs and Translation Outputs to the server of the Subcontractors via the Internet.
4. However, the Subcontractors may not use your Translation Inputs or Translation Outputs for the purpose of improving their own analytical techniques but may only use such data within the necessary scope of providing our Service or as otherwise agreed by you.
5. Without limiting the Privacy Policy, please note that POCKETALK or its applicable Affiliate may review, analyze or use your usage data generated through your use of the Service, such as usage history, chosen translation languages, or number of translations (excluding your Translation Outputs, “Metadata”) if (i) required by applicable laws or regulations, or (ii) for the purpose of improving the Service when you have separately given your consent.
6. Metadata is owned by POCKETALK or its applicable Affiliate. POCKETALK and its Affiliates shall not be liable for any storage, management and backup of Your Content. If you do not use the Service for a certain period of time after commencement of the use of the Service, POCKETALK and its Affiliates may delete Your Content without notifying you.

7. Temporary Disruption, Termination or Discontinuation of the Service

1. POCKETALK and/or its Affiliates will use reasonable efforts to ensure stable operation of the Service. However, none of POCKETALK nor its Affiliates will be liable for any disruption, termination or discontinuation of the Service due to periodic or urgent system maintenance, inspection, repair or modification, or any act or condition beyond POCKETALK’s or the applicable Affiliate’s reasonable control, including but not limited to:
   1. a breakdown, failure or any other issue with the server, communication line or any other facilities;
   2. the unavailability of any third-party systems or networks;
   3. fire or power outage;
   4. natural disasters such as an earthquake, volcanic eruption, flood or tsunami; or
   5. war, disturbance, riot, turmoil, labor dispute, pandemic, or other unexpected events.
2. In the event of the above, POCKETALK and its Affiliates may suspend the Service without notice to you.

8. Prohibited Activity

1. Without limiting any other restrictions set forth in these Terms, the following activities are expressly prohibited:
   1. Acts that infringe on intellectual property or other rights of POCKETALK, its Affiliates, or any third party, including but not limited to copyright, trademark right, patent right, trade secret right, design right, moral right or privacy right;
   2. Reproducing, modifying or creating derivative works of the Service;
   3. Compiling by integrating or combining part of the Service into other programs;
   4. Modifying, integrating, reverse engineering, disassembling, etc. the Service;
   5. Sublicensing or distributing the Service to a third party, except as expressly authorized by POCKETALK in writing;
   6. Using the Service to reproduce or use other software or services beyond the scope of personal use or internal business use, except as expressly authorized by POCKETALK in writing;
   7. Storing the Service on a network in a manner that allows it to be transmitted to a third party;
   8. Acts intended to damage the credibility of POCKETALK, its Affiliates, or a third party, or to otherwise harass or slander others;
   9. Using the Service for any purpose other than your own use, including, but not limited to, obtaining commercial gain by allowing a third party to use the Service, nor may you use the Service for the purpose of obtaining any benefit from a third party, except with POCKETALK’s prior written consent.
   10. Actes qui encouragent tout acte relevant de l’un des éléments ci-dessus ; et
   11. Other acts deemed inappropriate by POCKETALK or its Affiliates.

9. Suspension and Termination

1. In the event that you or any of your authorized users breach any of the provisions of the Terms or infringe the intellectual property rights of POCKETALK or its Affiliates, POCKETALK and its Affiliates may suspend or terminate your use of the Service without notifying you.
2. None of POCKETALK nor its Affiliates shall be liable for any damages you incur caused by any suspension or termination in accordance with Section 9.1.

10. Account Deletion

1. All your rights to use the Service will expire at the moment of account deletion, regardless of the reason.
2. Unless expressly specified otherwise by POCKETALK, you will not be able to recover the account once your account is deleted.
3. POCKETALK and its Affiliates may, but are not obligated to, back up the information of an account, even after account deletion, to the extent necessary for the operation of the Service or other legally permitted use.

11. Communications; Notices

1. When you use the Service, you may receive notifications, text messages, emails or other electronic communication from POCKETALK or its Affiliates.
2. When you create an account for use of the Service, you agree to receive those correspondences. You are responsible for messaging, data and other rates and fees that may apply.
3. Any notice or other communication provided by POCKETALK or its Affiliates under these Terms, including those regarding amendments to these Terms, will be given via email or through the Service.
4. For notices made by email, the message’s sent date will be deemed the date on which such notice is transmitted.

12. Trademark and Content

1. The trademarks, logos and Service marks displayed by POCKETALK, its Affiliates, or any Reseller (collectively the “Trademarks”) are the registered and unregistered trademarks of POCKETALK and its respective Affiliates, POCKETALK’s licensors and suppliers, and others.
2. The Trademarks owned by POCKETALK and its Affiliates, whether registered or unregistered, may not be used in connection with any product or service that is not POCKETALK’s or its Affiliates’, in any manner that is likely to cause confusion or in any manner that disparages POCKETALK or its Affiliates.
3. Nothing contained in these Terms should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of POCKETALK or its Affiliates, POCKETALK’s licensors or suppliers, or the third-party owner of any such Trademark.
4. Misuse of Trademarks is prohibited, and POCKETALK and its Affiliates may enforce its intellectual property rights in such Trademarks to the fullest extent of the law, including via civil and criminal proceedings.

13. Disclaimers

1. Except for the warranties expressly stated in the Terms, the Service is provided to you on an as-is basis, without warranty of any kind, express, implied or statutory, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and, non-infringement, and any warranties that may arise from course of dealing, course of performance or usage of trade.
2. Without limiting the preceding sentence, POCKETALK and its Affiliates do not provide any warranty related to defects, function, performance of the Service, the results of usage, its accuracy, completeness or reliability (including that the Service does not cause malfunction), including that the Services will meet your requirements or be available on an uninterrupted, stable or error-free basis, or any other guarantee.
3. Liability with respect to selection of the Service, effects of usage or result of usage thereof shall all be assumed by you.
4. POCKETALK and its Affiliates do not guarantee that the outputs of the Service are complete and accurate, useful to you or otherwise consistent with the purposes for which you have used the Service.
5. Your sole remedy for any breach of any warranty is limited to the Limited Warranty described at https://pocketalk.com/warranty, which may be modified or terminated from time to time.
6. POCKETALK and/or its applicable Affiliates shall use reasonable efforts to ensure there are no bugs or viruses in connection with provision of the Service.
7. However, the Service shall be provided on an as-is basis, and POCKETALK and its Affiliates do not provide any warranty that there are no bugs, viruses or any other failures or faults in the Service.
8. All risks concerning quality and performance of the Service shall be borne by you. POCKETALK and its Affiliates shall not be liable for any damages incurred by you as a result of the use of any outputs of the Service.
9. POCKETALK and its Affiliates do not guarantee that you can use the Service properly on any operating system or web browser and are not obligated to perform operation verification or improvement measures to make such a guarantee.
10. POCKETALK and its Affiliates do not grant any malfunctions or other problems caused by using products outside of the recommended environment specified by POCKETALK or its Affiliates. Please check the recommended environment before using the Service.
11. POCKETALK and its Affiliates may make third-party applications, which are separately licensed by their provider, available to you for use in connection with the Service (“Third-party Products”). POCKETALK and its Affiliates make no warranties or conditions of any kind and assumes no liability whatsoever for your use of such Third-party Products.

14. Limitation of Liability and Indemnification

1. Portions of the Service may be provided by Affiliates of POCKETALK or third-party service providers of POCKETALK and its Affiliates. However, these TOU are between you and POCKETALK, and to the fullest extent possible under applicable law, no Affiliate of POCKETALK (unless explicitly identified as the contracting party) nor any third-party service provider will have any liability to you, and you will not bring any claim in any way in respect of or in connection with the Service or these Terms against any POCKETALK Affiliate (unless explicitly identified as the contracting party) or third-party service provider.
2. NONE OF POCKETALK OR ITS AFFILIATES SHALL BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF POCKETALK AND ITS AFFILIATES SHALL BE THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
3. In addition to the preceding two articles, the following exclusions and limitations shall apply to POCKETALK and its Affiliates:
   1. POCKETALK and its Affiliates shall not be liable for any transactions, communications, disputes or other issues that may occur between you and a third party in connection with the Service.
   2. The Service may rely on or incorporate third-party systems or services, such as cloud services or SIM cards. If you cannot use these third-party systems or services, you may not be able to use the Service. POCKETALK and its Affiliates will not be liable for any damages caused by such inability.
   3. POCKETALK and its Affiliates shall not be liable for any damages incurred by you or any third party arising from any delay, interruption, suspension or termination of the Service due to any breach by you of the Terms.
   4. POCKETALK and its Affiliates shall not be liable for any damages arising from (i) Your Content, including damages resulting from a claim by a third party arising from your failure to obtain necessary consents; or (ii) your failure to comply with applicable laws or regulations.
4. Any provision in the Terms that exempts POCKETALK or its Affiliates, in whole or in part, from liability or limits the extent of POCKETALK’s or its Affiliates’ liability shall not apply if such liability is caused by POCKETALK’s or its Affiliates’ intentional or gross negligence. The exclusions and limitations of damages set forth in these Terms are fundamental elements of the basis of the bargain between POCKETALK and you, and shall apply to the extent permitted by applicable law, whether or not a party has been informed of the possibility of such damage or if a remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow for certain exclusions or limitations of liability, so certain of the above exclusions and limitations may not apply to you.
5. You agree to indemnify and hold harmless POCKETALK and its Affiliates and each of their officers, directors, employees, affiliates, agents, licensors and contractors (the “Indemnified Parties”) from and against any claims, complaints, actions, demands, or allegations brought against any or all of the Indemnified Parties (collectively, “Claims”) and all liabilities, damages, costs and expenses, including without limitation reasonable attorneys’ fees arising out of or in any way related to (i) your access to or use of the Service, (ii) your breach of these Terms, (iii) your violation of any law or regulation or the rights of any third party, or (iv) Your Content. We reserve the right to assume control of the defense of any Claim and you agree to cooperate with us with respect to any Claim. In addition, you shall not settle or otherwise dispose of any Claim without express prior written consent from the Indemnified Party.

15. Arbitration Agreement; Dispute Resolution

1. 15.1 Arbitration Agreement. Each party agrees that, except as set forth under the “Exceptions” paragraph below, any dispute between you and POCKETALK arising out of or relating to the Service, these Terms, or the breach, termination, enforcement, interpretation or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate, collectively, “Disputes”) will be subject to arbitration in accordance with this Section. You can decline this agreement to arbitrate by contacting POCKETALK within thirty (30) days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration provision.

   Tout différend sera résolu par arbitrage à Palo Alto, en Californie, devant un arbitre. L'arbitrage sera administré par JAMS conformément à ses règles et procédures d'arbitrage globales et conformément aux procédures accélérées de ces règles. Le jugement sur la sentence peut être déposé devant tout tribunal compétent. Cette clause n'empêche pas les parties de demander des recours provisoires en faveur d'un arbitrage auprès d'un tribunal compétent. Les règles JAMS sont disponibles sur http://www.jamsadr.com. Dans le cas où une disposition de la présente section entrerait en conflit avec les règles d'arbitrage applicables, cette disposition de la présente section prévaudra.

2. 15.2 Class Action Waiver. L'arbitre ne peut pas regrouper les réclamations de plus d'une personne et ne peut autrement présider aucune forme de recours collectif ou de procédure représentative ou de réclamations, à moins que vous et POCKETALK conveniez spécifiquement de le faire après le lancement de l'arbitrage. Si vous choisissez de porter un litige devant les tribunaux en vous retirant de la disposition d'arbitrage, comme spécifié ci-dessus, cette renonciation au recours collectif ne s'appliquera pas à vous. Vous n’êtes pas autorisé à être un représentant du groupe, un membre du groupe, ou à participer de toute autre manière à une procédure collective, consolidée ou représentative sans avoir respecté les exigences de retrait ci-dessus.
3. 15.3 Jury Waiver. Vous comprenez et acceptez qu'en acceptant la disposition d'arbitrage des présentes Conditions, vous et POCKETALK renoncez chacun au droit à un procès devant jury ou à un procès devant un juge dans un tribunal public.
4. 15.4 Exceptions. Notwithstanding the arbitration agreement in Section 15.1, either you or POCKETALK may assert claims, if they qualify, in small claims court in Palo Alto, California or in any United States county where you live or work. Either party may bring a lawsuit solely for injunctive or other equitable relief to stop unauthorized use of the Services or POCKETALK materials, or infringement of intellectual property rights.
5. 15.5 Limitation on Claims. Indépendamment de toute loi contraire, toute réclamation découlant d'un différend doit être déposée dans un délai d'un (1) an après la survenance de cette cause d'action, sinon cette réclamation ou cause d'action sera définitivement prescrite.
6. 15.6 Governing Law. These Terms and any Disputes shall be governed by the laws of the State of California, without reference to conflict of laws rules, except that the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration provisions in this Section. In the event that the arbitration provisions do not apply to you or to a particular claim or dispute, any Disputes shall be filed in federal or state courts of Santa Clara County, California, and such courts shall have exclusive jurisdiction over such matters. The parties agree that the venue is proper in such courts.

16. Changes to The Terms

1. POCKETALK may modify these Terms in its sole discretion. Such modified Terms will specify their effective date. If we make material changes to these Terms, we will notify you or publish the Terms in the manner determined by POCKETALK at least seven (7) days before they become effective to give you an opportunity to review the modified Terms before continuing to use the Service. By using the Service after a modification to these Terms becomes effective, you are accepting the modified Terms.
2. If the changes to the Terms have a material adverse effect on you and you do not wish to continue using the Service, you may request cancellation of the Service by the method specified by POCKETALK before the date on which the amended Terms become effective. Notwithstanding the foregoing, POCKETALK shall not be obligated to refund any fees already paid by you nor cancel any payment obligations that have already been incurred by you unless required by law.
3. POCKETALK may modify the price of the Service at its sole discretion at any time upon thirty (30) days’ prior notice to you.

17. General Provisions

1. Except as otherwise expressly stated herein, these Terms constitute the complete and exclusive agreement between POCKETALK and you regarding the Service. Accordingly, these Terms supersede and replace any and all prior oral or written understandings or agreements between POCKETALK or its applicable Affiliate and you related to the Service and any other subject matter of these Terms.
2. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions will remain in full force and effect.
3. You are not permitted to assign, delegate or transfer your contractual status and rights and obligations under these Terms, by operation of law or otherwise, without POCKETALK’s prior written consent. Any attempt by you to assign or transfer your contractual status and rights and obligations under these Terms without such consent will be of no effect.
4. POCKETALK may freely assign or transfer these Terms without restriction.
5. POCKETALK’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if it is in writing and signed by a duly authorized representative of POCKETALK.
6. 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.
7. Each party is an independent contractor and neither party is, nor shall be considered to be, the other’s agent, distributor, partner, fiduciary, joint venturer, co-owner.

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