Terms of Service

By accessing or using Talk Over Cookies (“the Platform”), operated by The NIFC (“we,” “us,” or “our”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to all of these Terms, you may not access or use the Platform.

These Terms apply to all users of the Platform, including member institutions, host teachers, and administrators. Your use of the Platform constitutes your acceptance of these Terms. Your use of the Platform is also governed by our Privacy Policy.

In these Terms, “you” and “your” mean the member institution and its authorized representatives. By creating or administering an account, you represent and warrant that you are authorized to bind the institution you represent. The institution is responsible for all activity under its account, including (where applicable) its students’ participation in sessions, and must satisfy its own parental-consent, safeguarding, and child-protection obligations. These Terms create no rights for students or any other person who is not a party to them (see Section 15).

Talk Over Cookies is a virtual cultural exchange platform that brings schools and colleges together. Member institutions pay a one-time membership fee, and their students participate in a variety of Talk Over Cookies programs conducted as real-time video sessions inside the Platform. The Platform facilitates membership, program matching, scheduling, and in-app video sessions.

Member institutions are responsible for designating host teachers or coordinators who lead program sessions for their students. The NIFC acts as a neutral platform provider and coordinator and is not a party to the direct relationship between institutions, their students, or host teachers, except as otherwise specified in these Terms.

The NIFC does not supervise or control sessions, and is not responsible for the conduct of participants, the connectivity or equipment on either institution’s side, or for any dispute, expectation, or outcome arising between participating institutions. Each institution is solely responsible for its own students and staff during sessions.

When you create an account on the Platform, you agree to:

• Provide accurate, current, and complete account information.
• Maintain and promptly update your account information as necessary.
• Maintain the security and confidentiality of your password and account credentials.
• Promptly notify us of any unauthorized use of your account.
• Not create more than one account on the Platform.
• Accept full responsibility for all activities that occur under your account.

We reserve the right to suspend or terminate accounts that violate these Terms or provide false information.

You agree not to use the Platform to:

• Violate any applicable law, regulation, or third-party right.
• Harass, abuse, defame, threaten, or intimidate other users, host teachers, or staff.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Engage in any activity that disrupts or interferes with the Platform or its users.
• Attempt to gain unauthorized access to any part of the Platform, other accounts, or systems.
• Upload, share, or transmit content that is discriminatory, hateful, violent, or sexually explicit.
• Use the Platform for any commercial purpose not expressly authorized by us.
• Record, share, or distribute any audio or video content from Platform sessions without explicit consent from all participants and the host teacher.

Host teachers reserve the right to remove any participant from a session for violating these conduct rules.

In addition to the general Terms applicable to all users, host teachers and coordinator accounts agree to:

• Register as part of a member institution and keep institutional details accurate.
• Conduct sessions in a professional, respectful, and inclusive manner.
• Arrive on time for booked sessions and provide the full duration of the program.
• Ensure student participation complies with the school’s safeguarding, parental consent, privacy and child-protection policies.
• Maintain a safe and appropriate environment for all participants, and remind students that sharing personal contact information during sessions is not allowed.
• Comply with all applicable laws and regulations in their jurisdiction.
• Not use the Platform for any purpose other than conducting cultural-exchange programs.

Failure to meet these obligations may result in suspension of the membership or program access.

The following terms apply to all payments and fees on the Platform:

6.1 Membership Fees

Member institutions pay a membership fee that grants access to a stated number of Talk Over Cookies programs during the membership period. All payments are processed securely through a third-party payment provider (a PCI-DSS Level 1 compliant provider). We never receive or store your full card number, CVV, or similar payment credentials.

6.2 Refunds, Cancellations & Discretion

Membership fees are non-refundable. The NIFC retains sole, absolute, and unreviewable discretion to decide, at any time and for any reason or no reason, whether to issue any refund or credit — in whole or in part, or not at all. No user or institution has any entitlement, right, or expectation to a refund or credit.

• No refund or credit will be issued for a member-initiated cancellation, non-attendance, or failure to participate.
• No refund or credit will be issued for any cancellation, no-show, or conduct of the other participating institution.
• Unused programs or credits do not convert to cash and are forfeited on membership expiry or termination, without any refund or compensation.
• Any refund or credit that the NIFC chooses to issue is exceptional, discretionary, non-transferable, subject to the validity period we set, and does not create any precedent or obligation in any other matter.

Nothing in these Terms grants a right to a refund beyond what is stated here. Where a refund or credit is issued by us, any associated payment processing or gateway charges may be deducted.

Nothing in these Terms excludes or limits any right or remedy that cannot lawfully be excluded or limited under mandatory law in your jurisdiction (including, where applicable, India’s Consumer Protection Act, 2019).

All rights, title, and interest in and to the Platform, including but not limited to its code, design, branding, content, trademarks, trade dress, logos, and underlying technology, are owned exclusively by The NIFC.

The name “Talk Over Cookies,” the Talk Over Cookies logo, and all related names, logos, product and service names, designs, and slogans are trademarks of The NIFC. You may not use such marks without our prior written permission.

No license or right to any intellectual property is granted to you by these Terms. You acknowledge that the Platform and its entire contents, features, and functionality are protected by copyright, trademark, and other applicable intellectual property laws.

The NIFC reserves complete and unalienable rights over the Platform and the Talk Over Cookies application, including but not limited to:

• The right to modify, suspend, or discontinue any aspect of the Platform at any time, with or without notice.
• The right to impose limits on certain features or restrict access to parts or all of the Platform.
• The right to refuse service, terminate accounts, or remove content for any reason at our sole discretion.
• The right to update or modify these Terms at any time (with notice as described in Section 16).
• The right to determine the eligibility of users, institutions, and programs at our sole discretion.
• The right to set, modify, and adjust membership pricing, fees, and program structures.
• The right to deem any program, credit, or benefit expired, forfeited, or off-sale, with or without notice and without any refund or compensation.
• The right to decline, restrict, or remove any institution, program, or user for any reason, with or without notice.

These rights are held fully and exclusively by The NIFC and may be exercised, in our sole and absolute discretion, without liability to any user, institution, or third party.

By submitting feedback, suggestions, ideas, or other content (“Feedback”) to us, you grant The NIFC a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, and distribute such Feedback for any purpose without compensation to you.

You represent and warrant that your Feedback does not infringe any third-party rights and that you have all necessary rights to grant this license.

To the maximum extent permitted by applicable law, the Platform is provided on an “as is” and “as available” basis. The NIFC makes no representations or warranties of any kind, express or implied, regarding the operation or availability of the Platform, or the accuracy, reliability, or quality of any content or services provided through the Platform.

To the maximum extent permitted by applicable law, the total aggregate liability of The NIFC (including its officers, directors, employees, and agents) to you for any and all claims arising out of or relating to these Terms or the Platform shall not exceed the total membership fees actually paid by you in the twelve (12) months preceding the event giving rise to the claim.

In no event shall The NIFC, its officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or educational or expected outcomes, arising out of or in connection with your use of the Platform. Without limiting the foregoing, The NIFC expressly excludes all liability for:

• Platform unavailability, interruption, delay, or errors, and any failure caused by third parties or forces beyond our reasonable control.
• The conduct, absence, or content of any other institution, user, or participant, on or off the Platform, including disputes between institutions.
• Anything that occurs during a live session, including participant conduct or any claim of harm arising from a session.
• Connectivity, equipment, or other conditions on your side or the other institution’s side.
• Any match, booking, or program outcome not meeting your expectations or any anticipated benefit.
• Unauthorized access to an account that is not caused by our breach of our security obligations.

Members and institutions knowingly and voluntarily assume all risk and liability arising from their use of the Platform, including participation in live sessions, interactions with other users and institutions, and any decisions made based on information obtained through the Platform. To the maximum extent permitted by applicable law, you release The NIFC from any and all claims, damages, and liability arising out of or related to the foregoing to the extent described in this Section 10.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under mandatory law in your jurisdiction (including, where applicable, India’s Consumer Protection Act, 2019).

You agree to indemnify, defend, and hold harmless The NIFC, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of or access to the Platform.
• Your violation of these Terms.
• Your violation of any applicable law or regulation.
• Your violation of any third-party right, including but not limited to intellectual property or privacy rights.
• Any content you submit, post, or transmit through the Platform.
• Your students’ or staff’s conduct during or in connection with sessions.
• Your failure to satisfy your parental-consent, safeguarding, child-protection, or other legal obligations.
• Any dispute between you and another institution, user, or participant.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense of such claims.

This indemnification survives termination of these Terms, closure of your account, and deletion of your data.

We may terminate or suspend your account and access to the Platform immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Terms or any applicable policy.
• Fraudulent, abusive, or illegal activity.
• Request by law enforcement or other government agencies.
• Extended periods of inactivity.
• Upon your request (account deletion).

Upon termination, your right to use the Platform will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including intellectual property provisions, limitation of liability, indemnification, and governing law.

We do not guarantee that the Platform will be uninterrupted, secure, or error-free. We do not guarantee that the results obtained from using the Platform — including any match, booking, program, or outcome — will meet your expectations or requirements.

To the maximum extent permitted by applicable law, we disclaim all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We are not responsible for the conduct of any user, institution, or third party on or off the Platform, and we do not endorse any user, institution, program, or content available on the Platform. The NIFC is a neutral platform provider and does not supervise, control, or otherwise assume responsibility for sessions or their outcomes.

No advice or information, whether oral or written, obtained from us or through the Platform shall create any warranty not expressly stated in these Terms. Nothing in these Terms excludes or limits any warranty that cannot lawfully be excluded under mandatory law in your jurisdiction.

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or relating to these Terms or the Platform shall be subject to the exclusive jurisdiction of the courts located in India.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, and no waiver shall be effective unless in writing and signed by us.

Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and The NIFC regarding the Platform and supersede all prior agreements, understandings, and communications.

Assignment. We may assign or transfer these Terms, and any or all of our rights and obligations, without your consent, including to an affiliate, acquirer, or successor. You may not assign or transfer these Terms or your account without our prior written consent.

No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and confer no rights on any third party, including students or any person who is not a member institution or administrator.

Independent Relationship. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and The NIFC.

Survival. Provisions of these Terms that by their nature should survive termination or expiry — including intellectual property, payments, limitation of liability, disclaimers, indemnification, governing law, and this Section 15 — shall survive.

We reserve the right to modify these Terms at any time. Material changes will be communicated to you via email and/or a prominent notice on the Platform. Your continued use of the Platform after such modifications constitutes your acceptance of the updated Terms.

If you do not agree with any changes to these Terms, you may delete your account and discontinue use of the Platform.

For questions, concerns, or requests regarding these Terms, please contact us.