TYNT MULTIMEDIA INC. TERMS OF SERVICE
The Services and This Agreement
1.1 The User agrees that the use of Tynt software, websites, forums, or mediated functionality (individually and collectively deemed the “Services”) are covered by this agreement (the “Agreement”).
Provision of the Services
2.1 The user agrees that Tynt may use subsidiaries, agents, or third-parties located within Canada or anywhere in the world, to provide the Services.
2.2 The User agrees that the provision of the Services, their extent, functionality, form and nature may change at the sole and exclusive discretion of Tynt, all without prior notice to you.
2.3 User may stop using the Services at any time and does not need to provide notice to Tynt.
2.4 The User understands and agrees that the termination of the Services, or changes to the extent, functionality, form or nature of the Services may result in loss of information which may include account details, or information the User has provided. The User agrees to hold Tynt harmless for any harm arising directly or indirectly from the loss of information contemplated herein or for the termination of Services.
2.5 The User agrees that Tynt may unilaterally edit, modify or delete information or content provided as part of the Services.
Use of the Services
3.1 The user agrees to use the Services addressed by this Agreement in ways, and for purposes, allowed by this Agreement and all applicable laws, or regulations in relevant jurisdictions (including any laws regarding the export of data or software to and from relevant countries). The User agrees that it will not directly or indirectly engage in any activity that interferes with, or disrupts, the provision of the Services.
3.2 The User agrees not to sell, provide, duplicate or otherwise make available the Services to anyone other than for its own internal purposes; for any purpose. The User agrees that any use of the Services or breach of the terms of the Agreement is the User’s sole responsibility; including any resulting consequences such as damages or harm Tynt may suffer due to User’s failure to abide by the Terms of This Agreement. TYNT EXPLICITLY DISCLAIMS LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM THE USER, ITS AGENTS, EMPLOYEES, OFFICERS, OR DIRECTORS.
3.3 The User agrees not to access (or attempt to access), without prior written consent, any of the Services by any means other than through the interface that is provided by Tynt, including, but not limited to, specifically agree not to access (or attempt to access) any of the Services through any automated means.
3.4 The User agrees not to restrict, discourage or inhibit any person from using the Services, disclose personal information of others through the Services or obtained through the Services, collect information about users of the Services, reverse engineer, disassemble or decompile any section or technology of or in the Services, or gain unauthorized access to the Services, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services;
3.5 The User agrees not to, with respect to the Services, a) launch or use any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access the Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; b) send or otherwise transmit to or through the Services chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services; c) post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment; violate any applicable laws or regulations; or d) assist or permit any persons in engaging in any of the activities described above.
Intellectual Property Rights
4.1 User acknowledges and agrees that Tynt owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The User further acknowledge that the Services may contain information which is designated confidential by Tynt and that the User shall not disclose such information without Tynt’s prior written consent. User agrees that data generated in performance of the Services is the sole and exclusive property of Tynt, its users or its licensors with all rights reserved.
4.2 The User is granted a limited license to access and use the Services and to download or print a copy of any portion of the Services to which it has properly gained access solely for its personal, non-commercial use, provided that all copyright or other proprietary notices are maintained intact. Such license is subject to this Tynt Usage Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods.
4.3 Any use of the Services other than as specifically authorized herein, without the prior written permission of Tynt, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by Tynt at any time without notice and with or without cause.
4.4 The User agrees that when it incorporates code provided by Tynt into its online content, necessary for use of part or all of the Services (the “Content”), it authorizes and directs Tynt or its agents to make such copies of Content as it deems necessary in order to facilitate the provision of the Services. The User grants, and it represents and warrants that it has the right to grant, to Tynt an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to copy, reformat, translate, excerpt (in whole or in part) and distribute such Content in connection with the Services .
4.5 Subject to the license contemplated herein, the User retains full ownership of all Content and any intellectual property rights or other proprietary rights associated with the Content.
4.6 Other than the limited license set forth herein acknowledges and agrees that it obtains no right, title or interest from the User (or the User’s licensors) under this Agreement in or to any Content. The User agrees that it is responsible for protecting and enforcing any rights associated with the Content and that Tynt has no obligation to do so on the User’s behalf.
License to Use
5.1 Tynt grants to User a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software forming part of the Services, if any, provided by Tynt as part of the Services (“Software”). This licence is for the sole purpose of enabling the User to use and enjoy the benefit of the Services as provided by Tynt, in the manner permitted by this Agreement.
5.2 The User agrees not to (and not to permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless the user has been authorized by Tynt in writing.
5.3 The User may not assign (or grant a sub-licence of) its rights to use the Software, grant a security interest in or over User’s rights to use the Software, or otherwise transfer any part of its rights to use the Software.
Termination
6.1 The Terms of the Agreement will continue to apply until terminated by either the User or Tynt, as contemplated herein. The User or Tynt may terminate this agreement by providing written notice, as contemplated herein. Upon termination, all of the legal rights, obligations and liabilities that have accrued to User and Tynt which are expressed, contemplated or by their nature must continue indefinitely, shall be unaffected by this termination.
EXCLUSION OF WARRANTIES AND LIMITATIONS OF LIABILITY
7.1 NOTHING IN THESE TERMS, INCLUDING THIS SECTION 7, SHALL EXCLUDE OR LIMIT TYNT’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR LIMITATION OR EXCLUSION OF LIABILITIES ARISING FROM CERTAIN LOSSES; ONLY THE LIMITATIONS WHICH ARE LAWFUL IN THE USER’S JURISDICTION WILL APPLY TO THE USER AND TYNT LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE SERVICES IS AT ITS SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT USER’S DISCRETION AND RISK AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM TYNT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
TYNT FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7.2 IN PARTICULAR, TYNT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO USERTHAT:
(i) USE OF THE SERVICES WILL MEET THE USER’S REQUIREMENTS,
(ii) USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(iii) ANY INFORMATION OBTAINED BY USER AS A RESULT OF ITS USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(iv) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO USER AS PART OF THE SERVICES WILL BE CORRECTED.
7.3 IN NO EVENT WILL TYNT OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO USER OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM USER’S USE OF WEB BASED INTERFACE, SOFTWARE, THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF WEB BASED INTERFACE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM WEB BASED INTERFACE, EVEN IF TYNT IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TYNT’S LIABILITY TO THE USER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY USER TO TYNT FOR THE SERVICE DURING THE TERM, BUT IN NO CASE WILL THE TYNT’S LIABILITY TO THE USER EXCEED $200. USER ACKNOWLEDGES THAT IF NO FEES ARE PAID TO TYNT FOR THE SERVICE, THE USER SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM TYNT, REGARDLESS OF THE CAUSE OF ACTION.
THE USER ACKNOWLEDGES THAT CERTAIN REGIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE USER, AND IT MAY HAVE ADDITIONAL RIGHTS.
7.4 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 7.1 ABOVE, THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT TYNT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO THE USER FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY IT, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(a) ANY CHANGES WHICH TYNT MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(b) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH ITS USE OF THE SERVICES;
(c) THE USER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
7.5 THE LIMITATIONS ON TYNT’S LIABILITY TO THE USER IN PARAGRAPH 7.3 ABOVE SHALL APPLY WHETHER OR NOT TYNT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Privacy and Personal Information
8.1 Information on Tynt’s personal information protection polices and practise can be found at the Tynt website, www.tynt.com. The User agrees that these policies apply to this Agreement, the provision of Services, and the information the User provides through use of the Services.
Indemnification
9.1 The User agrees to indemnify, defend and hold Tynt and its directors, officers, employees, agents and contractors harmless from and against any and all claims, damages, losses, costs (including without limitation reasonable attorneys’ fees) or other expenses that arise directly or indirectly out of or from (i) User’s breach of any provision of these Terms; or (ii) User’s activities in connection with the Services.
General
Entire Agreement
10.1 This Agreement contains the complete agreement concerning the access, use and provision of the Services between the parties and shall, as of the date hereof, supersede all other agreements or arrangements between the parties with regard to the subject matter hereof.
Binding Agreement.
10.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Modification.
10.3 No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.
Severability.
10.4 All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid or unenforceable by any court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.
Manner of Giving Notice.
10.5 All notices, requests and demands to or upon the respective parties hereto shall be sent by hand, certified mail, overnight air courier service, or facsimile (if within a reasonable time a permanent copy is given by any of the other methods described above), in each case with all applicable charges paid or otherwise provided for, addressed as follows, or to such other address as may hereafter be designated in writing by the respective parties hereto:
To Tynt:
TYNT MULTIMEDIA INC.,
1214C - 9th Ave SE
Calgary, AB
T2G 0T1
To User:
Such notices, requests and demands shall be deemed to have been given or made on the date of delivery if delivered by hand or by telecopy and on the next following date if sent by mail or by air courier service.
Remedies.
10.6 In the event of a breach of this Agreement, the nonbreaching party shall be entitled to such legal and equitable relief as may be provided by law, and shall further be entitled to recover all costs and expenses, including reasonable attorney’s fees, incurred in enforcing his rights hereunder.
Captions.
10.7 The captions have been inserted for convenience only and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement.
Choice of Law.
10.7 It is the intention of the parties hereto that this Agreement and the performance hereunder be construed in accordance with, under and pursuant to the laws of the Province of Alberta without regard to the jurisdiction in which any action or special proceeding may be instituted.