TIMELY TERMS OF SERVICE
MODIFICATION DATE: September 06, 2016.
Welcome to Timely!
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.
- 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, 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”.
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:
- 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”.
- Use or interaction with any or all of content or service belonging to, or otherwise licenced 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 www.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. 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 Service fees in the amounts and on the terms set forth in Timely’s current Fee 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, pursuant to Section 5.3 below.
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 www.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.
- 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 www.time.ly/TOS.
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.
4.3 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 www.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.
4.4 Effective Date of Modifications
4.5 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.
- Term and Termination of this Agreement
The term of the binding contract between you and Timely commences immediately after your Acceptance of the Terms, as set forth in Section 4 herein, and shall remain in effect until termination by you as set forth in Section 5.2, or by Timely as set forth in Section 5.3.
5.2 Termination by You
You may terminate this Agreement by ending your User status at any time, except to the extent to which you have entered into a separate written Services Agreement, as referred to in section 4.3, with us that replaces the relevant terms herein. Should any or all separate written Agreements with us expire or terminate, the Terms specified herein apply until your User status is ended. Your Service will be cancelled within 48 hours upon receipt of your request. For support in deleting your account, please contact us by email at firstname.lastname@example.org
5.3 Termination by Us
Timely may, at its sole discretion, to suspend terminate your account and/or deny you access or use of all or part of Timely Services, without prior notice and for any reason, including if you engage in any conduct that Timely believes (a) violates the letter or spirit of any term or provision of these Terms of Service; (b) violates the rights of Timely or third parties or expose Timely to any legal liability; (c) violates any laws and regulations in force for at least one of any relevant jurisdiction; or (d) is otherwise inappropriate for continued access and use of the Services. Timely shall not be liable to you, acting individually or jointly, any entity you represent, or any other third party for any such termination of access to Timely Services.
5.4 Refund Policy
Due to the non-refundable nature of downloadable software, you agree that Timely has no obligation to issue refunds for downloaded software once a transaction has been completed. In the event of termination, either by you or by Timely, no refunds will be issued.
5.5 Survival of Terms
Any and all provisions of these Terms of Service that by their nature should survive termination or expiration of this Agreement shall survive. Surviving Terms shall include, without limitation, those relating to all of: a) disclaimers of warranty; b) limitations of liability c) obligations to indemnify; d) choice of law and forum; e) agreements to arbitrate; f) obligations relating to applicable taxes; and g) intellectual property licenses and protections.
- Representations and Warranties
You represent and warrant by acceptance of these Terms of Service that you are NOT:
- Under the age of 18 years.
- 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.
- 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.
- 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 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.
- 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.
9.1 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 (the “User Content”) in relation to the use of the Services. You are responsible for your User Content and assumes 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, sublicenseable, non-exclusive right and license for any purpose, 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 any User Content at any time for any reason, including in compliance with court orders and regulatory processes. You represent and warrant that you have all rights, power and authority necessary to grant the licence under this clause.
9.3 Data from Your Use of Timely Services
Timely may collect data regarding your use of Timely Services. We only use the information we collect to provide, maintain, protect and improve Timely Services, to develop new ones, and to protect Timely and our users. We may also use this information to offer you tailored content – like giving you more relevant results when you search for events. No information collected from your use of Timely Services that personally identifies you will ever be shared with a third party, unless required by law.
- Force Majeure
No party will be deemed in default of these Terms to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any acts of God, fire, natural disaster, accident, war, riot, act of government or civil or military authorities, or any other unforeseen circumstance or cause beyond the reasonable control of such party (“Force Majeure”). However, Force Majeure does not apply to any payment obligations, any inability to obtain sufficient labor resources, or any obligation that may be reasonably carried out despite unforeseen circumstances. Each party claiming a Force Majeure must give the other party prompt written notice thereof and, in any event, within fifteen (15) calendar days of discovery thereof and uses its good faith efforts to cure the breach promptly. In the event of such a Force Majeure event, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure event but not in excess of a total of sixty (60) days.
Notices of changes to these Terms of Service or other matters may be made available to you by displaying notices or links to notices generally on the Services or a banner notice on Timely’s website: www.time.ly. You also agree that Timely may communicate with you through your Timely account or through other means, including email, mobile number or address associated with your account. If you wish to contact Timely to deliver any legal notice, you can do so as follows:
TIMELY NETWORK, INC.
275 Hanlon Creek Blvd, Unit 3
Guelph, ON, N1C 1E2
Attn: General Counsel
All notices, demands, or consents required or permitted under these Terms shall be in writing and shall be deemed delivered when sent: (a) personally; (b) by mutually recognized overnight carrier, including, but not limited to, D.H.L., Federal Express, Airborne, UPS Overnight and Priority Mail; (c) by certified or registered mail to the other party; or (d) by email to the other party.
11.2 Entire Agreement
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
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 forum is convenient.