Terms of Service
PLEASE NOTE THAT THIS TERMS OF SERVICE AGREEMENT CONTAINS AN AUTO RENEWAL SECTION. PLEASE REVIEW SECTION 4.1 TO UNDERSTAND THE COMPLETE EXTENT OF YOUR RIGHTS AND OBLIGATIONS UNDER THE AUTO RENEWAL SECTION.
MODIFICATION DATE: July 28th, 2022
1. Who We Are
Welcome to Timely! We are the creators of unique web-based SaaS and open-source applications for Event Management, Creation, Publishing, Promotion, Advertisement, Ticketing and Booking based on one of the world’s oldest social platforms – the calendar. Over 150,000 of our customers are creating, publishing, promoting, advertising, ticketing and booking millions of events from around the world at any given time with our easy-to-use and full-featured software.
Timely’s web-based SaaS event management software applications, namely Timely's Event Calendar Software, Event Registration Software, Event Booking Software, Event Ticketing Software, Online Training Software Online School Agenda and Room Scheduling Software,– are stand-alone software solutions hosted on our servers that can be embedded on any website (including WordPress sites). Our solutions have many advantages including but not limited to: the ability to use it as a standalone calendar (without a website or app), more powerful sharing capabilities, full SEO recognition, more powerful sharing features, and great performance metrics even when installed on low-cost hosted websites.
Timely-hosted calendars with additional features and more powerful event discovery (curation) and sharing capability are also available and can be embedded on any website (including WordPress websites).
Timely’s free open-source application – the All-in-One Events Calendar™ – is a WordPress Plugin designed to be installed on your own hosted website. It provides you with an easy-to-use and full-featured calendar to publish and present events on your website, and promote or share these events with other calendars. The free version of our All-in-One Event Calendar™ provides a beautiful and feature-rich website calendar, which can be upgraded with Add-ons for even more functionality.
The provision and use of Timely’s open-source application is governed by these Terms of Service, except copyright, which is governed by the GNU General Public License V2 only. More information on the GNU GPL v2 can be found at www.gnu.org. The provision and use of any other services provided by Timely are governed by these Terms of Service.
2. Parties to these Terms of Service
2.1 The Contracting Party.
You are entering into these Terms of Service with, and services shall be provided by, TIMELY NETWORK INC., a company incorporated and governed by the laws of the Province of British Columbia, Canada. TIMELY NETWORK INC. is also referred to as “Timely”, “we”, “us”, or “our” within this Agreement.
Any party or entity, whom, acting alone or jointly or on behalf of another entity, or granted by another User, does all or any of: (a) access, uses, visits, browses, registers, downloads, uploads, installs, purchases, and otherwise interacts with Timely Websites ("Website User" or "Website Users"); or (b) access, uses, operates, manages, or subscribes, and otherwise interacts with the Timely Applications or Timely Services, including but not limited for creating, publishing, promoting, sharing, managing and/or monetizing Events (“Customer”, “Customers”, “Timely Customer” or “Timely Customers”) to be seen by their own audience, website visitors, guests, members, patrons, clients or consumers, shall be referred to within this Agreement as “Users”, “User”, "Submitters", "Submitter", “you” or “your”.
Any event, occasion or activity created, published, promoted, shared, managed, monetized, or approved for publishing by any User through the Timely Services, shall be referred to within this Agreement as “Event” or “Events”.
Any one of a series of Events showing as a list, grid, catalog, index, register, directory, calendar, whether or not separate by days, weeks, months of a particular year, which is set up by any User, or integrated with any of the Users’ public or private web pages, online event portal, or other technological environment, through the Timely Services, shall be referred to within this Agreement as “Calendar”, “Calendars”, "Listing" or "Listings”.
Any party or entity, whom, acting alone or jointly or on behalf of another entity, submits an Event or Events to a Timely Customer for approval using the Timely feature Event Submission Form on the public view of a Timely Customer’s Calendar or website, shall be referred to within this Agreement as "Submitters"or "Submitter".
No relationship is created by these Terms of Service, whether any or all of agency, partnership, contractor, joint venture, franchisor-franchisee, and employer-employee is intended or created by these Terms of Service, except to the extent expressly set forth in all or any of Section 4 of these Terms of Service.
3.1 Timely Services
Timely offers a variety of products and services to help you create, publish, promote, advertise, ticket or book events, individually and collectively referred to as our “Service”, “Services”, "Subscription Service" or "Subscription Services". Timely’s Services include:
- Use or interaction with any or all of the web based applications, tools, platforms, mobile applications, content management system plugins, downloadable software, and any ancillary products and services, including website hosting, developed, owned, created, operated or maintained by Timely (collectively referred to as our “Apps” or “Applications”), that you have subscribed or that we otherwise have made available to you.
- Use or interaction with any or all of content or service belonging to, or otherwise licensed to or provided by Timely (collectively referred to as our “Content” or “Data”).
- Use or interaction with any or all of our domains, subdomains, websites, webpages, and all variants and subparts thereof including https://time.ly, and any services or Content provided through our website or Application Program Interface (collectively referred to as our “Website” or “Site”).
Specific services (or groups thereof) may be referred to by name or function within this Agreement, such as the All-in-One Events Calendar, EventPromote, EventFinder, Event & Venue Ticketing, Event Booking, and Priority Support. Any subsequent change of name or version of such services shall continue to be governed by the terms and conditions within this Agreement.
3.2 Grant of License
Subject to acceptance and continuing adherence to these Terms, Timely grants you a limited, non-transferable, nonexclusive, revocable license to access, use, and interact with Timely Services as set forth in this Agreement. You will be allowed to use this license only and exclusively for one website indicated on Timely Dashboard under the Embed Code Form – Calendar Webpage URL. Any other rights not expressly granted to you by Timely in this Agreement are reserved to Timely.
In consideration of the Services provided to you by Timely, you shall pay Timely the non-refundable Subscription fees in the amounts and on the terms we provide to you through a quote, pro forma invoice, invoice or notice. Payment in full of any invoice is due the later of your receipt of the invoice or the due date stated on the invoice. If Timely does not receive payment in full of any Fees when due, then Timely in its sole discretion may terminate your account with Timely.
3.4 Service Availability
You acknowledge and agree that the Services are subject to transmission limitation or interruption and that access to the Services may not be available on a continuous basis and that the Services will be subject to periodic downtime to permit hardware and/or software maintenance to take place. You acknowledge and agree that Timely is not responsible for performance degradation and delays. You acknowledge that Timely shall not be liable to you if the Services are interrupted for any reason. If you are dissatisfied with the Services, you agree that your sole remedy shall be to cease using the Services.
3.5 Technical Support
The amount and type and response time of technical support provided by Timely depends on the Services chosen by you.
3.6 Updates and Functionalities
You acknowledge that from time to time Timely may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). In any event, for paying clients, Timely Services will be substantially the same as contracted for and provided in the invoice.
3.7 Applicable Taxes
All taxes based on Timely’s income, net worth or assets shall be the sole responsibility of Timely. For any Service you purchase from Timely, you must provide Timely with the country and tax region in which Timely Services will be used, and may not use Timely Services in any country or tax region other than the country and tax region for which it was purchased for use. You agree to pay all applicable sales, use, goods and services, value added, and excise taxes, custom taxes, assessments, charges, fees and levies associated with the rights granted and the Services provided to you pursuant to these Terms, including any interest, fines and penalties imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
Timely Services include the provision of merchant services to sell tickets and advertise events on your Calendar. For any Timely Service you use as a merchant to sell goods or services to your customers, you bear the sole responsibility to determine, collect, and ensure the proper collection of all applicable sales, use, goods and services, value added, and excise taxes, custom taxes, assessments, charges, fees and levies associated with the rights granted and the Services provided to you pursuant to these Terms, including any interest, fines and penalties imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities). Timely recommends that you enlist the services of a tax professional to ensure your activities are being conducted in a tax-compliant manner.
3.8 Compliance with Laws
Both parties are responsible for complying with each statute, regulation, law and other requirements applicable in each jurisdiction in which they reside, are registered or do business. For clarity, you may not use any Timely’s Service to offer or sell any product or service that is prohibited by any applicable law, regulation or legal requirement.
4. Terms of Service Agreement
4.1 Subscription Term and Billing Period
"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your order, quote or invoice, and each subsequent automatic renewal term.
“Billing Period” means the period for which you agree to prepay fees under a Quote you received from us. This may be the same length as the Subscription Term specified in the Quote, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
The term of this Agreement shall commence on the “Effective Date” and will end on the last day of the term specified in the Invoice (the “Date”). Effective Date means the date the Customer enters into this Agreement, agrees with a quote, and/or starts using our Services. EACH SUBSCRIPTION WILL RENEW AUTOMATICALLY AT THE END OF THE APPLICABLE TERM UNLESS EITHER PARTY PROVIDES TO THE OTHER A WRITTEN NOTICE ACCORDING TO SECTION 5.4.
Timely provides services that enable you to sell tickets (Event & Venue Ticketing), book rooms for events (Event Booking) or sell event promotion on your calendar (EventPromote). Your use of any and all Timely’s Services is governed by these Terms of Service and applicable Policies.
For Free Services, the Subscription Term will be the period during which you have received an account to access the Free Services.
4.2 Terms of Service
Your use of all or any of Timely Subscription Services are governed by these Terms of Service, subject to your acceptance without modification. The Terms of Service include any and all policies, terms, guidelines, conditions, requirements, and agreements provided herein and, in addition, provided by reference herein.
Your use of Timely Services is governed by the English language version of our Terms of Service. Should Timely, or any entity, translate the Terms into other languages, the English language version of the Terms shall control with respect to any conflict between the translated version and the English language version of these Terms.
4.4 Use of Services
Access. During the Subscription Term, we will provide your Users and Submitters access to use the Subscription Service as described in this Agreement and the applicable Invoice.
Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order to Timely Sales or activating the additional features from within your Timely account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Timely account.
Limits. The limits that apply to you will be specified in your Quote Form, this Agreement or in our Product and Services Catalog (if it is available to you), and for our Free Subscriptions, these limits may also be designated only from within the product itself. You must be 18 years of age (or 20 years of age, if you are subject to the laws of Japan) or older to use the Subscription Service. For limitations on the customer support terms that apply to your subscription, please refer to the Product and Services Catalog (if it is available to you).
Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
No Sensitive Information. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.
Free Trial. If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it.
Legacy Products. If you have a legacy Timely product, such as WordPress add-ons, Hosted products and Trek some of the features and limits that apply to that product may be different than those that appear in these Terms of Services and Product and Services Catalog (if it is available to you). If you have legacy Timely products, we may choose to move you to our then-current products at any time and provide a notice for the new subscription fees 30 days in advance of the renewal date. If you determine that you are using a legacy product and would like to upgrade to a current-version, you must execute a new Order.
4.5 Modifications to the Terms of Service
We reserve the right, at our sole discretion, to modify or replace any of the terms or conditions of these Terms at any time. Timely will present all modifications, along with the date of modification, at https://time.ly/legal/terms-of-service, except as modified by a written Services Agreement or written Addendum Agreement, signed by you and an authorized officer of Timely. At our sole discretion, we may contact you from within the product, or via email, to notify you of such modifications.
4.6 Effective Date of Modifications
Any modifications to the Terms shall take effect upon posting of the modified agreement to https://time.ly/legal/terms-of-service. For modifications related to your use of a new Service or feature thereof, the Terms shall be effective immediately upon you agreeing to our Terms as a condition of use. Your continued use of Timely Services following the Effective Date of any modifications to these Terms establishes acceptance thereof. The modification date for any modifications shall be presented prominently at the top of the modified Terms of Service and applicable Policies, and any other Agreement referred to herein. Therefore, you agree to review the Terms of Service periodically to be aware of any modifications to the agreement.
4.7 Full and Complete Acceptance
Through the act of accessing, using, visiting, browsing, registering, downloading, installing, purchasing or otherwise interacting with any or all of Timely Services, presented herein in Section 3.1, you are agreeing to the full and complete acceptance of our Terms of Service. If you do not agree with any of these Terms, or you do not have the authority to act or agree to the Terms, you should refrain from accessing, using, visiting, browsing, registering, downloading, installing, purchasing, or otherwise interacting with all or any of the Services. Acceptance of the Terms constitutes a binding agreement between you and Timely.
5.Charges and Billing Practices
5.1 Free Trial
If offered a free trial period, you will not be charged a subscription fee during that free trial period. Subscription Fees on credit-card transactions can be authorized immediately, but not actually processed. If you remain a Customer when the free trial period ends, you will be charged for the initial term of your subscription and then, at the beginning of each automatic renewal term for the subscription fee for that renewal term.
5.2 Fees and Payments
Subscription Fees. The Subscription Fee will remain fixed during the initial terms of your subscription unless: (i) you exceed the limit number of either Events, Calendars, Users or Submitters in your subscribed product (ii) upgrade products or base packages, (iii) subscribe to additional features or products. Once increased, your Subscription Fee will not decrease, even if there is a subsequent reduction in the number of either Events, Calendars, Users or Submitters. We will monitor or audit the number of Events, Calendars, Users and Submitters, remotely in the Subscription Service. In the terms of your Order, quote, Invoice, or Product and Services Catalog you will be charged fees associated with additional Users or Submitters Service on the Prorated Adjustment basis, which is calculated based on the applicable daily rate included in your Order, Quote, Agreement or Invoice. The Total Due is the charge from the date of each additional User or Submitter through the end of the applicable Billing Period, plus taxes, and is subject to increase based on usage. Fees otherwise due for this Service will be billed in accordance with the Billing Period that applies to your subscription and as set forth in this Timely Terms of Service.
Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Pricing Catalog (if this option is made available to you) or in the renewal subscription notice. The fee adjustments include, but are not limited to, adding fees for new/optional Products and/or modifying fees for existing Products. By using any of the Products, with which there are associated fees, you agree to pay those fees. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Cancellation’ section.
Users/Submitters Limit. Your Subscription Fee will increase immediately during the course of a Billing Period if you exceed your Maximum Users or Submitters limit in a Billing Period. In this case, the Subscription Fee will increase up to the price per user or submitter, as set out in the Pricing Catalog or in the quote you received in the beginning of your subscription, and charged by Timely at the time new users or submitters have been added into your account in a prorated amount for the remainder of Subscription Term. In the renewal date, you will be charged the full amount per additional users or submitters for the next Subscription Term, unless the subscription is cancelled.
Method of Payment. Subscription fees and all other fees and charges associated with your subscription (including, but not limited to, any applicable Federal, State, and Local taxes) will be billed automatically to the credit card you provided when registering for the Service (“your credit card”). If your credit card is a VISA or MasterCard and the number or expiration date for your credit card changes for any reason (for instance, you get a new number because your old card expired, or was stolen, etc.), that updated information may be automatically passed on from your credit card issuer to Timely, and if we do receive such information, it will be treated by Timely as if it were originally furnished by you. To learn more about this service being provided by your credit card issuer, please contact them directly.
5.3 Credit Card Information
You must promptly notify Timely if any information related to your credit card changes is no longer valid or of any other change to the information you provided Timely regarding your credit card (including, but not limited to, changes to your billing address or other pertinent contact information). Absent such notification, Timely will assume that all of the information related to your credit card remains valid and will submit to the card processor all information that it requires for approval, both when you initially subscribe and, if applicable, upon the commencement of any renewal of that subscription. If any subscription fees or other charges billed to your credit card are declined for any reason, Timely shall have the right to suspend your subscription until such subscription fees or other charges are paid in full. You agree to pay all costs (including attorneys’ fees) incurred by Timely in collecting any unpaid subscription fees or other charges from you.
How to Cancel. If you purchased your subscription through Timely, you may cancel it and terminate this agreement by sending an email to firstname.lastname@example.org to notify Timely.
When to Cancel. Cancellation requests must be received 15 (fifteen) days prior to the renewal date. Otherwise, payment is due on the renewal date.
Cancellation During Free Trial. If you cancel your subscription during your free trial period, you will not be responsible for the payment of a subscription fee. If you do not cancel your subscription before your free trial period expires, your Subscription Service will be activated and payment will be processed according to the respective quote, pro forma invoice, invoice or notice.
Early Cancellation. If you cancel your subscription at any time before the end of your Subscription Term, your membership will continue in effect until the anniversary of the effective date of your paid subscription and then terminate on that date, regardless of your payment terms. (For example, if your paid annual subscription start date is on January 1 and you cancel on June 10, your membership continues until December 31, at which time it ends even if you pay your subscription fees monthly or quarterly). We will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.
Cancellation by Timely. Timely may cancel this Agreement for cause, as to any or all subscription Services: (i) upon 30 (thirty) days notice to you if it determines in its sole discretion that you have breached any portion of this Agreement if such breach remains uncured at the expiration of such period, or (ii) immediately, if it determines in its sole discretion that your use of or access to the Service violates any applicable law or regulation or otherwise inhibits any other subscriber from using or accessing the Service or any other service offered by Timely on the Service. None of the foregoing limits any other legal, equitable, or contractual rights available to Timely.
Timely may, in its sole discretion, choose not to renew your subscription by sending a notice of non-renewal at any time during your subscription term to the e-mail address you provided when completing your registration. You will be deemed to have received this notice, whether or not you saw it or the e-mail address provided by you continues to be valid. In the event of such a notice, your subscription will cease and will not automatically renew at the end of your then-current subscription term.
5.5 Refund Policy
Subscription fees will be based upon the subscription rates in effect at the start of each subscription term, and apply whether or not you actually use the Services during that term. FOR ALL PAID SUBSCRIPTION TERMS, SUBSCRIPTION FEES ARE NON-REFUNDABLE.
6. Representations and Warranties
You represent and warrant by acceptance of these Terms of Service that you are NOT:
- Under the age of 18 years (or the age of 20 years, if you are subject to the laws of Japan);
- Located in, or are a national resident of, any country for which Canada has imposed Sanctions under the United Nations Act (UNA) or the Special Economic Measures Act (SEMA). Information on Sanctions, including those addressed by UNA and SEMA, is published by Global Affairs Canada and, at the time of creation of these Terms, could be found online at www.international.gc.ca;
- Located in any country other than the country for which the Services were purchased for use; and
- Engaged or intend to engage in any purpose or activity, that is unlawful, illegal, fraudulent or harmful.
YOUR INTERACTION WITH AND USE OF TIMELY SERVICES ARE CONDUCTED AT YOUR OWN VOLITION AND MUST BE IN AGREEMENT WITH LOCAL LAW. TIMELY MAKES NO REPRESENTATIONS THAT TIMELY SERVICES ARE APPROPRIATE FOR ANY OR ALL OF YOUR USE CONDITIONS, LOCATION, AND LEGAL STATUS.
7. Disclaimer of Warranties and Limitation of Liability
7.1 Services Provided on an “As Is” Basis.
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK, AND THAT ALL SERVICES ARE PROVIDED TO YOU “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, TIMELY NETWORK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF.
TIMELY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF TIMELY SERVERS AND/OR ANY AND ALL INFORMATION STORED OR PRESENTED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, AND/OR (IV) ANY FRAUDULENT ACTIVITIES IN ANY WAY CONNECTED TO THE USE OF TIMELY NETWORK SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY. TIMELY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. TIMELY WILL NOT BE A PARTY TO, OR IN ANY WAY BE RESPONSIBLE FOR, MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
7.2 Limitation of Liability
IN NO EVENT SHALL TIMELY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING) OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE PAYMENTS MADE BY YOU TO TIMELY, OR CAD$100, WHICHEVER IS LARGER. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You agree to defend, indemnify and hold Timely, and any related and affiliated party, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, consequential, incidental, or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your improper use of the Services; (b) your breach of any part of these Terms of Service; (c) your breach of any applicable law, rule or regulation or the rights of any third party; or (d) your use of Services provided by Timely for the purpose of creating, ticketing, or promoting an event. This indemnification shall not apply to the extent that the Claim arises exclusively out of Timely’s gross negligence or willful misconduct.
Timely provides Services that create a marketplace where Users transact in connection with the creation, ticketing, booking, registration, hosting, publishing, promotion, advertisement, curation and attendance of events. Timely could not uphold the risk inherent to provision of Services if it were held responsible for the actions or inactions of Users and/or third parties both on and off the Services. Therefore, in relation to the provision of Services by Timely, you hereby agree to release Timely, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees from any and all damages (whether direct, indirect, consequential, incidental or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with claims and disputes between you and third parties (including other Users) in connection with the Services.
8. Trademark and Patent Protections
8.1 Timely’s Trademarks
Trademarks, service marks and logos of Timely, referred to singly or collectively as “Timely Trademarks”, used and displayed in connection with Services are registered and unregistered trademarks or service marks of Timely. Third party trademarks used in connection with the Services, collectively with Timely Trademarks, are herein referred to as “Trademarks”. The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any or all of Trademarks displayed in connection with the Services without the prior written consent of Timely specific for each such use. Use of any or all of Trademarks as part of a link to or from any site is prohibited, unless Timely approves the establishment of such a link by prior written consent specific for each such link, and shall take effect to the benefit of all goodwill generated from the use of any Timely Trademarks. The Trademarks shall not be used to disparage Timely, any third party, or Timely’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks.
8.2 Timely’s Patents and Copyright
Timely Services are based on patented and patent pending intellectual property. Content that forms the basis of the Services is also protected by copyright owned by Timely and/or third parties. Please note that if you copy portions of the Services covered by Timely’s patent or patents pending you are violating these patent rights and copyrights.
8.3 Timely’s Open Source Content
Services and content covered by any or all of Timely’s patents, patent pending, copyrights, and Trademarks that are delivered through a web portal are subject only to these Terms of Service. Open source software licenses for components of our Services offered under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with us for the use of the components of the Services released under an open source license.
9. User Content and License
9.1 User Content
User Content means any and all information or data, including, without limitation, texts, documents, data, images, photos, graphics, videos, audio and trademarks or any other content in any media and format, uploaded, posted or submitted by you about each event you create, ticket, register, host, publish, and promote or advertise in relation to the use of the Services (the “User Content”). You are responsible for your User Content and assume all risks associated with your User Content, including, anyone’s reliance on its accuracy, completeness or usefulness. You represent and warrant that (a) you own, or has the necessary permissions to use and authorize the use of your User Content; and (b) your User Content does not infringe any applicable law or regulation, or the rights of any third party.
9.2 User Content License
You retain any and all ownership or other rights over the User Content, but grant Timely a perpetual, royalty-free, transferable, irrevocable, sub licensable, non-exclusive right and license for any purpose related to Timely’s Services during the Subscription Term, including but not limited to accessing, using, posting, publishing, advertising, distributing and broadcasting the User Content and allowing others to do the same (the “Content License”).
You also irrevocably waive Timely, and cause to be waived, any claims and assertions of moral rights or attributions with respect to your User Content. You acknowledge that Timely may take down or remove from a Calendar at any time any User Content that: (i) violates this Agreement, and other terms and policies that apply to your use of Timely Services; (ii) is unlawful, misleading, discriminatory or fraudulent; (iii) infringes or violates someone else;s rights, including their intellectual property rights; (iv) is abusive, dangerous, or may harm others or the integrity of our Services. You represent and warrant that you have all rights, power and authority necessary to grant the license under this clause.
If we remove User Content that you shared in violation of the provisions above, we will let you know and explain any options you have to request another review, unless you: (i) seriously or repeatedly violate these terms, or (ii) if doing so may expose us or others to legal liability, harm others, or compromise or interfere with the integrity or operation of any of our Services. We also can remove or restrict access to your User Content, if we determine that doing so is reasonably necessary to avoid or mitigate adverse legal or regulatory impacts to Timely.
Notice will be sent to the contact address set forth herein, and will be deemed to have been delivered on the date it was sent.
To Timely Network Inc.: email@example.com
To you: your primary email address as provided in our Timely Subscription account information for you. You must keep all of your account information current by updating the primary user on Timely Applications through the Dashboard/Upgrades and Billing/Profile.
11.2 Entire Agreement
These Terms of Service, including all applicable Policies and any other legal notices or terms published on our website https://time.ly/, govern your use of the Services and constitute the entire agreement between you and us concerning the Services, superseding all prior or contemporaneous agreements, proposals, discussions, understandings and other communications between Timely and you, other than any written Addendum Agreement between you and an authorized officer of Timely relating to a specified event or events.
If any provision of these Terms is deemed invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, the invalidity of such provision shall not affect the validity, legality and enforceability of the remaining provisions, which shall remain in full force and effect.
All waivers of any right or remedy must be given in writing. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement, will be deemed to be a waiver of that right or remedy. Further, no express waiver by either party of a particular breach of these Terms of Service shall be construed or deemed a further or continuing waiver of such provision or term or any other provision or term.
11.5 Binding Agreement, Successors and Assignment
This Agreement is binding upon and will insure to the benefit of both parties, and their respective successors and permitted assigns. We may, without your consent or approval, freely assign these Terms of Service, including without limitation all applicable Policies, and our rights and obligations under these Terms of Service, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise. You may not transfer or assign these Terms of Service (whether voluntarily, by operation of law, or otherwise) or any rights herein without Timely’s prior written consent, which will not be unreasonably upheld.
11.6 Choice of Law
These Terms of Service and your relationship with Timely are governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the Province of British Columbia, Canada, and shall be considered to have been made and accepted in British Columbia, Canada, without reference to principles of conflict of laws. For clarity, the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
11.7 Choice of Forum
All disputes under this Agreement will be resolved by a court located in Vancouver, British Columbia, Canada. Both you and Timely agree to submit to the personal jurisdiction and venue of such courts and agree that such a forum is convenient.