TIMELY TERMS OF SERVICE

TIMELY TERMS OF SERVICE

(MODIFICATION DATE: 10/03/2020)

PLEASE NOTE THAT THIS AGREEMENT CONTAINS AN AUTORENEWAL SECTION. PLEASE REVIEW SECTION 4.2 TO UNDERSTAND THE COMPLETE EXTENT OF YOUR RIGHTS AND OBLIGATIONS UNDER THE AUTORENEWAL SECTION.

 

1. Preamble

Timely is the creator of a unique open-source application and a web-based application for Event Publishing and Promotion based on one of the world’s oldest social platforms – the calendar. Over 100,000 of our customers are creating, publishing, ticketing, and promoting millions of events from around the world at any given time with our easy-to-use and full-featured software.’

Timely’s open-source application – the All-in-One Event Calendar™ – is a WordPress Plugin designed to install 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 (“Core”) version of our All-in-One Event Calendar™ provides a beautiful and feature-rich website calendar with that can be upgraded with Add-ons for even more functionality.

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 web-based application – the Timely CalendarTM – is stand-alone software hosted on our servers that can be embedded on any website (including WordPress sites). The Timely Calendar has 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.

The provision and use of Timely’s open-source application is governed by the following 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 the following 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.

2.2 Users

Any party or entity, whom, acting alone or jointly or on behalf of another entity, does all or any of access, uses, visits, browses, registers, downloads, installs, purchases, and otherwise interacts with Timely Services, shall be referred to within this Agreement as “Users”, “User”, “you” or “your”.

2.3 Relationship

No relationship is created by these Terms of Service, whether any or all of agency, partnership, contractor, joint venture, franchiser-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 the Terms of Use and the Merchant Agreement.

3. Services

3.1 Timely Services

Timely offers a variety of products and services to help you create, ticket, register, publish, and promote or advertise events, individually and collectively referred to as our “Service” or “Services”. Timely’s services include:

  1. Use or interaction with any or all of the web applications, mobile applications, content management system plugins, and downloadable software owned, created, or maintained by Timely, collectively referred to as our “Apps” or “Applications”.
  2. 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”.
  3. Use or interaction with any or all of our domains, subdomains, websites, webpages, and all variants and subparts thereof including https://time.ly, collectively referred to as our “Website” or “Site”, and any services or Content provided through our website or Application Program Interface.

Specific services (or groups thereof) may be referred to by name or function within this Agreement, such as the All-in-One Event Calendar™, EventPromote™, Timely Ticketing, 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.

3.3 Price

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 set forth in Timely’s current Pricing Schedule available at https://time.ly/pricing/ or by invoice from Timely. 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 is 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. For more information on Support Services for the All-in-One-Event-Calendar, see https://time.ly/support.

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).

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 requirement 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 Terms of Service

Your use of all or any of Timely Services are governed by these Terms of Service, referred to individually as “Term” and collectively as “Terms of Service” or “Terms” or “Agreement”, subject to your acceptance without modification. The Terms of Service include any and all of policies, terms, guidelines, conditions, requirements, and agreements provided herein and, in addition, provided by reference herein, and in addition, available at https://time.ly/tos.

4.2 Term and Termination

The term of this Agreement shall commence on the “Effective Date” and unless terminated earlier according to the Section 5.4, will end on the last day of the term specified in the Invoice (the “Date”). Effective Date is defined as the date the Customer enters into this Agreement, signs an Order, and/or starts using our Services. Each Order 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 (Timely Ticketing) or sell event promotion on your calendar (EventPromote). Your use of Timely Ticketing or EventPromote is governed by these Terms of Service, including our Timely Ticketing and EventPromoteTM Terms of Use  – available here.

4.3 Language

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 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/tos , 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.

4.5 Effective Date of Modifications

Any modifications to the Terms shall take effect upon posting of the modified agreement to https://time.ly/tos. 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, Policy, Terms of Use, 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.

4.6 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 and Refund Policy

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 will 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. 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 Service during that term. Subscription fees are non-refundable.

5.2 Fees and Payments

a. Subscription Fees. The Subscription Fee will remain fixed during the initial terms of your subscription unless: (i) you exceed the maximum number of either Events, Calendars, or Users in your subscribed plan/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 or users. ​We will monitor or audit the number of Events, Calendars and Users, remotely in the Subscription Service.

b. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Pricing Catalog or Table. 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.

c. Method of Payment. Subscription fees and all others 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 provide 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.

5.4 Cancellation

If you bought your subscription through Timely, you may cancel your subscription by sending an email to cancellations@time.ly to notify Timely. 

If you cancel your subscription during your free trial period, you will not be responsible for the payment of a subscription fee. However, except as otherwise provided herein, if you cancel your subscription at any time after your trial period expires, your membership will continue in effect until the monthly anniversary of the effective date of your paid subscription and then terminate on that date. (For example, if your paid subscription start date is on January 1 and you cancel on June 15, your membership continues until July 1, at which time it ends.) For Annual Members, any remaining charges will not be refunded.

Timely may immediately cancel your subscription, without notice or liability, if it determines in its sole discretion that: (i) you have breached any portion of this User Agreement; or (ii) 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.

6. Representations and Warranties

You represent and warrant by acceptance of these Terms of Service that you are NOT:

  1. Under the age of 18 years.
  2. 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.
  3. Located in any country other than the country for which the Services were purchased for use.
  4. Engaged on 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.

7.3 Indemnification

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.

7.4 Release

Timely provides Services that create a market place where Users transact in connection with the creation, ticketing, 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 inure the benefit 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 patent, 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. Privacy Policy

Timely is committed to protecting and respecting your privacy.

This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
For the purpose of GDPR, Timely is the data controller.

Click here for Privacy Policy

 

10. Miscellaneous

10.1 Notices.

Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.

To Timely Network Inc.: to the following email address: info@time.ly  

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.

Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by sending an e-mail to the primary email address associated with your account. 

10.2 Entire Agreement

These Terms of Service, including the Terms of Use, Merchant Agreement and any other part of these Terms of Service and any other legal notices or terms published at https://time.ly/tos, 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.

10.3 Severability

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.

10.4 Waiver.

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.

10.5 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 referenced Policies and Terms of Use, 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.

10.6 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.

10.7 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 forum is convenient.