PRODUCT TALK LLC
SUBSCRIPTION TERMS OF SERVICE

Last Updated: February 9, 2025

These Subscription Terms of Service (“TOS”) govern the purchase and use of any Subscription Services provided by Product Talk LLC, an Oregon limited liability company, with its principal place of business at 647 NW Powell Butte Loop, Bend, OR 97703 USA (“Company,” “we,” “us,” or “our”).
This TOS applies (1) when an individual purchases a subscription via our website, (2) when a Client purchases through a reseller without having executed a separate Master Services Agreement (“MSA”) with us, and (3) when a Client has entered into a signed MSA with us (in which case the MSA and any accompanying Statements of Work (“SOW”) govern in the event of conflict).
By purchasing or using our Subscription Services, you (“you” or “Subscriber”) agree to the terms below. If you are purchasing on behalf of a business or other entity (“Client”), you represent that you have the authority to bind that entity to these terms.

1. DEFINITIONS & APPLICABILITY

1.1 Subscription Services
Our Subscription Services provide time-bound licenses for individual Authorized Users to access Company’s proprietary curriculum, whether via scheduled cohorts, self-paced courses, or otherwise. They include:
  • Cohort Subscriptions
    • Public Cohorts – Live training programs with participants from multiple companies.
    • Company-Specific Cohorts – Live training programs exclusively for one Client’s employees.
  • Self-Paced Course Subscriptions – Individual, on-demand access to online course materials.

1.2 Authorized User
An Authorized User is a single, named individual who is assigned a Subscription. Each Subscription may only be used by that individual and may not be shared with others.

1.3 Relationship to MSA
  • If no MSA is in place (for example, an individual buying a Subscription online or a Client purchasing via a reseller), this TOS constitutes the entire agreement between the purchasing party and Company regarding Subscriptions.
  • If you do have an MSA in place with us, the MSA and any relevant SOWs govern your purchase and use of Subscriptions, and any conflicts with this TOS are resolved in favor of the MSA/SOW.
2. PURCHASE & TERM OF SUBSCRIPTIONS

2.1 Individual Purchases
When an individual purchases a Subscription directly from our website:
  • Public Cohort Subscriptions: You will select a specific cohort start date and assign the Subscription to a named Authorized User at checkout. The Subscription term begins on that cohort start date.
  • Self-Paced Course Subscriptions: You assign the Subscription to yourself (or another individual) at time of purchase; the Subscription term begins immediately upon assignment.

2.2 Client Purchases via Reseller (No Direct MSA)
If you (the “Client”) purchase Subscriptions through a third-party reseller but do not have an MSA with us:
  • You agree that these Subscriptions are still subject to the terms of this TOS (and any end-user license terms and restrictions it contains).
  • You are responsible for ensuring each Authorized User complies with these terms.

2.3 Client Purchases with an Executed MSA
If your organization has a signed MSA with us:
  • All purchased Subscriptions (Public Cohort, Company-Specific Cohort, Self-Paced) are governed by the MSA and any executed SOWs.
  • If there is a conflict between this TOS and the MSA, the MSA/SOW controls.

2.4 No Auto-Renewal
Unless explicitly stated otherwise in writing, Subscriptions do not automatically renew at the end of their stated term.

3. GENERAL SUBSCRIPTION TERMS

3.1 Assignment & Authorized Use
Each Subscription is for one Authorized User only.
  • Subscriptions are non-transferable except as explicitly stated in Sections 4 (Cohort Subscriptions) and 5 (Self-Paced Subscriptions).
  • Subscribers may only access the curriculum for their own professional development.

3.2 Use Restrictions
Without our prior written consent, you (and your Authorized Users) may not:
  • Download or permanently store course materials (except where explicitly allowed).
  • Redistribute or publicly share curriculum materials, including uploading them online.
  • Share login credentials.
  • Copy, modify, or create derivative works from our content.
  • Use any downloaded materials for anything other than the Authorized User’s own professional development in connection with the relevant employment or personal educational goals.

3.3 Delivery Platforms & Outages
We may deliver Subscription content via third-party platforms (e.g., learning management systems, community forums). We are not liable for downtime or disruptions caused by those platforms. However, if any outage persists for more than three (3) consecutive days, we will extend affected Subscriptions for the number of days beyond the initial 3-day outage.

3.4 Termination & Refunds
  • Early Termination: If you terminate a Subscription before its end date (e.g., due to employee departure or breach), no refund will be issued unless otherwise stated in a separate agreement.
  • No Automatic Renewals: At the end of the Subscription term, the license ends automatically unless renewed under a new agreement.

4. COHORT SUBSCRIPTIONS

4.1 Public Cohort Subscriptions

  1. Definition: Public cohorts are scheduled training programs with participants from multiple companies.
  2. Start Date & Assignment: Each Public Cohort Subscription is tied to a named Authorized User and a specific cohort start date.
  3. Transfer & Change Rules:
  • Up to 14 Days Before Cohort Start: You may transfer the Subscription to a different person or to a different public cohort (subject to availability).
  • Within 14 Days of Cohort Start (Before It Begins): You may transfer the Subscription to a different person but cannot change the cohort date.
  • After Cohort Start Date: No transfers allowed.

4.2 Company-Specific Cohorts

  1. Definition: Company-Specific Cohorts are live training programs exclusively for one Client’s employees.
  2. Enrollment Range: Minimum of 20 Subscriptions and maximum of 50 Subscriptions per cohort unless otherwise agreed.
  3. Scheduling & Transfers:
  • The Client and Company collaborate on scheduling the cohort sessions.
  • Authorized Users must be designated before the first session begins.
  • No transfers allowed once the cohort has started.
4. Cancellation & Rescheduling: (unless otherwise stated in a SOW)
  • Up to 14 Days Before Start: Client may request one schedule change, provided the new date is within 30 days of the original, subject to our availability. If no mutually acceptable date is found, the cancellation rules below apply.
  • Cancellation Within 30 Days of Start: No refund.
  • Cancellation 30–60 Days Before Start: We will attempt to reschedule within 6 months. If rescheduling is not possible, a 50% refund will be issued.
  • Cancellation More Than 60 Days Before Start: Full refund.

5. SELF-PACED COURSE SUBSCRIPTIONS

5.1 Term Start & Duration

1. Individual Purchases
  • 3-Month Term. For Self-Paced Course Subscriptions purchased directly by an individual (i.e., where no Master Services Agreement or SOW applies), each subscription term is three (3) months from the date it is assigned to the Authorized User (“Assignment Date”).
  • 12-Month Completion Window. The Authorized User must complete all course materials and access within twelve (12) months of the original purchase date. Any unused portion of the three‐month subscription term that is not started (or not completed) within this 12‐month window will expire without refund.
2. Client Purchases with SOW or via Reseller
  • If you are purchasing Self-Paced Course Subscriptions under a separate SOW (either directly with the Company or via a reseller), the SOW will specify the subscription term (e.g., three months, six months, etc.) and the required completion window.
  • In the event of any conflict between this TOS and the SOW regarding term or completion window, the SOW controls.
5.2 Pausing a Subscriptio
  • Either the Client (if applicable) or the Authorized User may request to pause or resume a self-paced subscription by emailing support@producttalk.org.
  • During a pause, the Authorized User’s access to course materials (including any live or community components) is suspended.
  • Any maximum pause length or final completion deadlines are as stated in the applicable SOW or (for Individual Purchases) are subject to the 12-month overall completion window described in Section 5.1.1.
5.3 Non-Transferability
Once assigned to an individual, a Self-Paced Course Subscription cannot be transferred to another user.

6. INTELLECTUAL PROPERTY

6.1 Ownership
All curriculum materials, presentations, and related content (including modifications and updates) are owned by Company. No ownership interest is transferred to you.

6.2 License Grant
  • Subscription Services: Authorized Users receive a limited, non-exclusive, non-transferable license to access and use our curriculum materials only during their Subscription term, subject to this TOS (and any applicable MSA/SOW).
  • You may not use, copy, distribute, or create derivative works of our materials outside the scope of these licenses.

6.3 Feedback
Any feedback you provide about our curriculum or Services may be used by us for any purpose without obligation or compensation.

7. DISCLAIMERS & LIMITATION OF LIABILITY

7.1 Informational Purposes Only
Our trainings, presentations, and course materials are provided for educational and informational purposes. We make no guarantee of specific results or outcomes.

7.2 No Professional Advice
We do not provide legal, financial, or other professional advice. Any implementation of ideas or content from our materials is at your sole risk.

7.3 Limitation of Liability
To the fullest extent allowed by law, our total liability to you (or any user) for any claim related to these Subscription Services is limited to the fees paid for the Subscription giving rise to the claim. We are not liable for any indirect, incidental, special, consequential, or punitive damages (e.g., lost profits).

7.4 IP Indemnification
We will defend and indemnify you against third-party claims alleging that our curriculum materials infringe that third party’s IP rights, provided you promptly notify us of such claims and cooperate with our defense. We retain sole control over the defense and settlement of any such claim.

8. CONFIDENTIALITY & PRIVACY

8.1 Confidential Information
If, in the course of providing Subscription Services, either party discloses non-public, proprietary information labeled or understood to be confidential, the receiving party will use it only as necessary for performance under this TOS and safeguard it with reasonable care.

8.2 Data Privacy
We collect and process enrollment information (e.g., names, emails) in accordance with our Privacy Policy. By purchasing or using a Subscription, you consent to these data practices. We will comply with applicable data protection laws in handling personal data.

9. DISPUTE RESOLUTION & GOVERNING LAW

9.1 Governing Law
These terms are governed by the laws of the State of Oregon, USA, without regard to conflict-of-law rules.

9.2 Venue
Any dispute arising from or relating to this TOS shall be brought in the state or federal courts located in Oregon, and the parties consent to personal jurisdiction in those courts.

9.3 Attorneys’ Fees
In any dispute regarding this TOS, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

10. MISCELLANEOUS

10.1 Entire Agreement (No MSA)
For purchasers without an MSA, this TOS (plus any associated order forms or checkout details) constitutes the entire agreement between you and Company regarding Subscriptions and supersedes all prior understandings or agreements.

10.2 Entire Agreement (With MSA)
If you do have an MSA and/or SOW with us, those documents apply and supersede any conflicting TOS provisions.

10.3 Severability
If any provision of this TOS is found unenforceable, the rest remains in effect.

10.4 Assignment
You may not assign this TOS or any Subscription rights without our prior written consent.

10.5 Force Majeure
We are not liable for delays or failures caused by events beyond our reasonable control (e.g., natural disasters, war, labor disputes, service outages).

By purchasing or using any of our Subscription Services, you acknowledge that you have read, understood, and agree to be bound by these Subscription Terms of Service.

CONTACT INFORMATION
If you have questions about this TOS, please contact us at:
Product Talk LLC
Email: support@producttalk.org