Terms of Service
These Terms of Service (the “Agreement”) form a legal agreement between you and New World Community Inc. d.b.a.Tugolo (“Tugolo”) respecting your use of Tugolo services as described herein and on Tugolo’s website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this Agreement, please contact us at [email protected]
means a particular travel experience offered by a Local Friend to Travelers
through the Services, which may include activities pursuant to posted
itineraries, planning, guiding and other travel or trip related services.
- “Local Friend” means a user of the Services that registers on their Tugolo account that they are a Local Friend that is willing to provide Experiences to Travelers.
- “Payment Account” means the payment processor account(s) described in Sections 2.2A)(c) and 2.2B)(b).
- “Profile” means the information you provide to Tugolo described in Section 2.2(b) and (c) below.
- “Services” means the services described in Section 2.1 below.
- “Software” means the Tugolo application that a user may download to a supported mobile device in order to utilize the Services.
- “Traveler” means a user of the Services that registers on their Tugolo account that they are a Traveler that would like to use the Services to find Experiences and Local Friends willing to provide them with such Experiences.
- The Services
- What they are. Tugolo offers its users the ability for users to post and provide Experiences through the Software by: (a) enabling Local Friends to offer to accept Travelers for Experiences by posting the Experiences on Tugolo’s website, (b) enabling Travelers to select Experiences offered by Local Friends and to connect with Local Friends to arrange for participation in such Experiences, (c) accepting payment from Travelers for such Experiences, and (d) paying Local Friends on Travelers’ behalf for such Experiences (the “Services”). The Services are provided subject to the terms and conditions of this Agreement.
- Registration and Other Preliminaries to Accessing the Services.
- If you are a Local Friend, in order to use the Services, you must:
- provide up-to-date, complete and accurate registration information, including your first and last name, your address, your phone number, your age (must be over 18), valid government photo identification, languages that you speak, and your valid email address, and your Access Information, as described in Section 2.3 below;
- provide up-to-date, complete and accurate information respecting Experiences that you are offering (including the region or location in which you are offering the Experience, the number of Travelers you wish to accept for any given Experience, any updates respecting your continued availability to provide the Experience, and any other pertinent information respecting the Experience, which may include photos or videos);
- provide up-to-date, complete and accurate account information for Tugolo’s preferred payment processor that is valid and legally registered to you, so that Tugolo is able to transfer payments to you; and
- be at all times in compliance with the terms and conditions of this Agreement and applicable law.
- If you are a Traveler, in order to use the Services, you must:
- provide up-to-date, complete and accurate registration information, including your first and last name, your address, your phone number, your age (must be over 18), and your valid email address, and your Access Information, as described in Section 2.3 below;
- provide up-to-date, complete and accurate account information for Tugolo’s preferred payment processor that is valid and legally registered to you, and ensure that you have sufficient funds to pay for Experiences, so that Tugolo is able to accept payments from you; and
- be at all times in compliance with the terms and conditions of this Agreement and applicable law.
Please note that the third party payment processor used by Tugolo may require you to input your Social Insurance Number or certain other information that is your personal information. Such information is NOT stored by Tugolo, and any processing and storage of such information will be done by the third party payment processor and subject to their privacy and security policies. You specifically agree that Tugolo may rely on the accuracy of the information provided by you to Tugolo, and that Tugolo will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Tugolo.
- User IDs. Tugolo provides you with the ability to create a user ID and password (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information. Tugolo is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by anyone accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
- Experiences and Account Information. All information about Experiences are posted by Local Friends, and Tugolo does not control such content. However, Tugolo may require that you input a certain minimum level of information in relation to your registration with Tugolo, such as gender, IP address, platform, phone, email, Local Friend’s license, vehicle and insurance registration (if applicable), in order to verify that you are an actual person, a valid user of the Services, and have the ability to perform your obligations under this Agreement. Such information will be kept confidential and secure by Tugolo in accordance with Section 7 herein, provided however that you may choose to share some of such information to Local Friends or Travelers (as applicable) in your use of the Services, including in your posting of Experience information or any response that you may make as a Traveler to a Local Friend to arrange or participate in an Experience.
- No Liability for Local Friends or Travelers. You acknowledge that the relationship between Tugolo and Local Friends is that of independent contractors; nothing in this Agreement shall imply that the Local Friends are Tugolo’s employees or agents, nor that Tugolo has any responsibility to assess, investigate or evaluate any individual Local Friends or Travelers. Tugolo expressly disclaims any representation that it has any supervision, control or direction over Local Friends or Travelers, or that it can guarantee anything on behalf of the Local Friends or Travelers, including without limitation, their background, insurance coverage, the quality of the Experience, or their qualifications as a Local Friend. Tugolo’s sole responsibility under this Agreement is to provide Travelers with the descriptions of Experiences posted by Local Friends, enable Travelers to contact Local Friends, make reasonable efforts to facilitate communications between Travelers and Local Friends (including in the event of any dispute), and remit the appropriate payments from Travelers to Local Friends, minus Tugolo’s administrative fee for such Services. ALL ACTS UNDERTAKEN BY YOU PURSUANT TO THE SERVICES IS AT YOUR OWN RISK, AND ALL GUARANTEES AND REPRESENTATIONS MADE BY LOCAL FRIENDS OR TRAVELLERS ARE THEIR RESPONSIBILITY, NOT ENDORSED BY TUGOLO.
- Suspension of Services. Tugolo reserves the right to change, suspend or discontinue the Services or any part of the Services at any time, including the availability of any feature or content, account access, or any promotion offered by Tugolo. Tugolo may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without notice or liability.
- Use Services at Your Own Risk. As the content in the Services is created by you, and by many other people over whom Tugolo has no control, you acknowledge that your use of the Services may result in access to references to third parties, links to third party websites or documents, and other third party information. Third party websites, documents, information, opinions, advice or statements (including those made by users of the Services) are not under the control of Tugolo, and Tugolo is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, copyright compliance, legality, decency, or any other aspect of their content. All content is provided on an “AS IS” basis, and although Tugolo will make reasonable attempts to respond to content complaints in a timely manner, Tugolo makes no warranties or guarantees whatsoever that content that is offensive to any one particular user will be removed. OTHER THAN TO THE LIMITED EXTENT REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL TUGOLO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES (INCLUDING FROM LOCAL FRIENDS, TRAVELLERS OR OTHER USERS, AND INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE), OR BY ANY EXPERIENCE OR TRIP INFORMATION, ITEM OR SERVICE OBTAINED FROM ANY OTHER USER OR ANY THIRD PARTY, IN CONNECTION WITH ANY EXPERIENCE OBTAINED THROUGH THE SERVICES.
- Rules for Using the Services
- Your Obligations. Your use of the Services is conditional upon you following the rules below. Without limiting the below restrictions, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
- Keep your Access Information to yourself.
You will not permit anyone other than you, as an individual, to obtain access to the Services through your Tugolo account or otherwise using your Access Information.
- Use the Services in a legal manner.
You must only use the Services in accordance with this Agreement and applicable law, and you represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services. You must comply with the terms and conditions of any agreements entered into between you and any third party (including without limitation Internet service providers), and to the extent that such agreements impose additional restrictions respecting your use of the Services (whether by reason of usage limitations or otherwise), you will use the Services in compliance with such restrictions.
- Be civil and respectful.
You will at all times during your use of these Services and your transactions and interactions with other users, act in a civil, courteous and respectful manner, and will not take any action that could reasonably endanger or damage the health, well-being or property of Tugolo, other users of the Services or any third party with whom you may have contact in connection with Experiences offered or obtained through the Services.
- Be truthful and accurate.
You must ensure that any information that is provided to Tugolo and other users through the Services pursuant to this Agreement is true, accurate, current and complete, to enable other users to assess accurately whether or not they are able or willing to share an Experience with you, and to enable Tugolo to provide the Services.
- Respect the rights of others.
You must ensure that you have the right, and have obtained all relevant permissions, to provide Tugolo with any content that you may post, and you must handle any information you obtain about other users as a result of the Services in accordance with the privacy and confidentiality provisions of this Agreement.
- Don’t use the Services to harm anyone or to commit crimes.
You must not in any way use the Services to harass, abuse, defame, defraud, or deceive any other users or other third parties, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any harassment, any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party’s privacy rights.
- Be responsible.
You will be solely responsible for all activities with respect to the Services undertaken by you, including accessing and posting content.
- Use the Services only for your information.
You will use the Services only for personal and non-commercial purposes.
- Don’t harm any security or computer systems.
You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Tugolo and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services). This includes not: (i) taking any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfering or attempting to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypassing, circumventing or attempting to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) running any form of auto-responder or “spam” on the Services; (v) using manual or automated software, devices, or other processes to “crawl” or “spider” any page of our websites; (vi) harvesting or scraping any content from the Services; or (vii) otherwise taking any action in violation of our guidelines and policies.
- Don’t spam.
You must not make any Submissions that would constitute unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”).
- Help to investigate.
You will cooperate with Tugolo and provide information requested by Tugolo to assist Tugolo and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
- Local Friend Requirements.
If you are a Local Friend, you must be legally capable of providing the Experience posted (including any license, such as a drivers’ license, enabling you to offer such Experience, as applicable), have and maintain insurance coverage that will allow you to accept Travelers under this Agreement, and provide the Experience safely and in a competent and professional manner.
- Experience Request and Fee
- Each Experience posted on the Software is subject to an amount to be paid in exchange for the Experience to be provided by the Local Friend, subject to the provisions of Section 4.2 below. Such amount shall be posted in association with each Experience. As a Traveler, by submitting a request for an Experience, you authorize Tugolo to charge your Payment Account for the amount of the fee for the Experience. Such fee will be processed and held in escrow by Tugolo through a third party payment processor until you have completed your Experience with the applicable Local Friend, at which point the payment will be released. Subject to Section 4.3, below, a Traveler will not be responsible for paying such fee if the applicable Local Friend refuses the Traveler’s request for an Experience or cancels the Experience prior to such Experience occurring, and any amounts that may have been charged to the Traveler’s Payment Account in relation to such Experience will be refunded to the Traveler’s Payment Account.
- You acknowledge and agree that the fees paid for Experiences are intended to compensate the Local Friend for the Experience, and to compensate Tugolo for providing the Services. The fee will consist of: (a) the amount set by the Local Friend in relation to the Experience described through the Software, which will generally be on a per person per day basis, and (b) a percentage amount relating to the amount in (a) to be paid to Tugolo for the provision of the Services. In the event that unforeseeable events occur during the course of an actual Experience that result in additional expenses or costs, such additional expenses or costs will be matters solely for resolution in good faith between the Local Friend and the Traveler at the time, and Tugolo will have no liability whatsoever in relation thereto; Tugolo’s sole obligation hereunder relates to the fees posted through the Software.
- Nothing herein shall obligate any Local Friend to accept any Experience request. Local Friends shall be entitled to refuse to provide an Experience to any Traveler if the Traveler has breached, or is in breach, of any portion of Section 3.1 herein, and in the event of such refusal, the Traveler has no right to any refund of the Experience fee. Travelers shall be entitled to refuse to accept an Experience from any Local Friend if Local Friend has breached, or is in breach, of any portion of Section 3.1 herein, and in the event of such refusal, the Traveler shall be entitled to a refund of the Experience fee.
- In order for Travelers to receive a refund of the fee in relation to Sections 4.1 or 4.3, Travelers must notify Tugolo within twelve (12) hours after the scheduled Experience. Failure to notify Tugolo within such twelve (12) hour period may result in the fee being processed, and thereafter, Tugolo’s sole responsibility shall be to make commercially reasonable efforts to facilitate a resolution of the issue between the Traveler and the applicable Local Friend.
- The Software
- License Grant. Tugolo hereby grants you a personal, non-exclusive, revocable, non-transferable license to use the Software on any supported mobile device, solely for the purposes of using the Services. This license does not imply any rights to future upgrades or updates to, or versions of, the Software. However, if Tugolo does provide you with any Software upgrades, updates or versions, such updates, upgrades and versions shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such upgrades, updates or versions. Such Software upgrades, updates and versions may be subject to additional payments. You do not have the right to obtain or use any source code for the Software.
- License Restrictions. You shall not:
- copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
- distribute, assign, license, sublicense, lease, rent, transfer, sellor otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis;
- remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice);
- copy any written materials accompanying any portion of the Software unless specifically authorized in writing to do so by Tugolo;
- use the Software in any way inconsistent with the use parameters for the Services;
- attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by Tugolo with respect to the Software and/or data and/or content or programming transmitted, processed or stored by Tugolo or other users of the Services;
- collect any information or communication about the users of the Services or Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing
- use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to or use of the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services; or
- authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (h) above, or attempting to do so.
For the purposes of this provision “copy or reproduce” shall not include copying of statements and instructions of the Software during program execution when used in accordance with and for the purposes described in the user documentation or in the course of making backups of the computer or system on which the Software is installed, in accordance with industry standard business practices.
- You specifically acknowledge that the Software is not developed, or licensed for use in any nuclear, aviation, mass transit, or medical application or in any other inherently dangerous, time-sensitive or mission critical applications. You agree that Tugolo shall not be liable for any claims or damages arising from such use if you use the Software for such applications. You agree to hold Tugolo harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Software for such applications.
- You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Third Party Application Stores
- Third Party Application Store Terms and Conditions. If you have obtained the Software through a third party application store, such as Google Play Store, Amazon Appstore or Apple iTunes or App Store (the “Third Party App Store”), you are subject to all terms and conditions imposed by such third parties in relation to your download of the Software and/or use of the Services, as applicable. Such Third Party App Store may impose additional restrictions, or may have additional rights, in relation to your use of the Software or Services, such as removal of the Software from your mobile device; it is solely your responsibility to ensure that you are aware of the terms and conditions imposed by the Third Party App Store from which you downloaded the Software, and to comply with such terms and conditions. To the limited extent that this Agreement is less restrictive than the usage rules or terms and conditions for software downloaded from a Third Party App Store, or is in direct conflict with, the Third Party App Store terms of service or like agreement as they relate to your obligations to the Third Party App Store and Tugolo, the usage rules of the Third Party App Store shall apply.
- Third Party Liability. Although the Software is being made available to you through Third Party App Stores, You acknowledge that this Agreement is concluded solely between you and Tugolo, and not with the Third Party App Store, and the Third Party App Store shall have no responsibility whatsoever respecting the Services, Software and the content thereof (including without limitation in relation to the sale, distribution or use thereof, or the performance or non-performance thereof).
- Third Party Beneficiaries. Each Third Party App Store from whom you have downloaded the Software is a third party beneficiary of this Agreement, and, upon your acceptance of the terms and conditions of this Agreement, such Third Party App Store will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
- Privacy and Confidentiality
- Consent to Information Use. Additionally, by submitting personal information to Tugolo pursuant to this Agreement, including without limitation your name and e-mail address, you consent to the collection, processing, transmission and disclosure of such information by Tugolo for the purposes of Tugolo’s provision of the Services and Tugolo’s internal use and specifically the purposes for which such information has been requested. You specifically agree that Tugolo may disclose such information to third parties to the limited extent necessary to provide you with the Services.
- Information Provided Between Users. You acknowledge and agree that any contact information provided to you in the course of using the Services (including with respect to any specific Experience) in relation to any other user (including name, address, e-mail address and telephone number) is to be considered the personal information of such user, is to be kept confidential by you, and is to be used by you only for the purposes of the Experience to which such information pertains. Any other use is strictly prohibited, unless you have the express consent of that specific user for any other use. In the event that you do not have the express permission of such user to retain such information, you agree to destroy or permanently delete such information promptly upon completion of your Experience with such user. The foregoing shall include, without limitation, any photographs, videos, or other types of recordings in any media whatsoever taken during the course of the Experience, and no such photographs, videos, or other types of recordings of an individual may be used for any reason without that individual’s express prior written consent.
- Intellectual Property Rights
- Ownership of Intellectual Property. You acknowledge that the Services are owned by Tugolo, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services.
- Rights in Intellectual Property. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Services, or any part thereof. Your only rights to the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.
- Third Party Intellectual Property. All intellectual property rights in third party content accessible through the Services are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such content, and the unauthorized reproduction or distribution of such third party content is prohibited by applicable law.
- Third Party Software. The Software and the Services includes or utilizes certain software licensed from third parties, and is subject to the terms and conditions of such third party licenses. Ownership of copyright and other intellectual property and proprietary rights in and to such Third Party Code are as set forth in such third party licenses. The links to the applicable license terms are provided solely for your convenience, and Tugolo disclaims any responsibility for the currency or accuracy of such links. It is solely your responsibility to ensure that you comply with the version of the applicable third party license in effect as of the date of your use of the Software and Services. You acknowledge that such third party license terms apply only to the specific Third Party Code as set forth by third parties; such terms and conditions do not apply to any other portions of the Software or Services provided hereunder to you, and the terms and conditions of this Agreement shall govern all other portions of the Software or Services provided hereunder to you. As such Third Party Code licensed from third parties is not under the control of Tugolo, Tugolo is not responsible for the contents of any such Third Party Code, including without limitation the accuracy, copyright compliance, legality, or any other aspect of such Third Party Code.
- Disclaimer of Warranties
- No Warranty. THE SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. TUGOLO ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL TUGOLO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES OR THE SOFTWARE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
- Your Sole Responsibility. Tugolo has no special relationship with or fiduciary duty to you, and you acknowledge that Tugolo has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation: (a) which users use the Services, (b) what content you or other users post on, or send through, the Services, (c) how you or any other user may interpret or use any content posted on or sent through the Services, or (d) what actions you or any third party may take as a result of use of the Services by you or any other user. Tugolo makes no representations or warranties whatsoever concerning any data available through the Services, and Tugolo will not be responsible or liable for in any way for any such data, including its accuracy, quality or reliability (whether in individual or aggregate form), or the timeliness or currency of any data obtained through the Services. You are solely responsible for evaluating whether the data obtainable through the Services suits your needs.
- Limitation of Liability
- Limited Damages Only. The only type of damages that can be recovered against Tugolo arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising as a result of Tugolo’s gross negligence or wilful misconduct. In no event shall the aggregate liability of Tugolo exceed the amount paid by you for the portion of the Services that gave rise to the claim. TUGOLO SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES.
- No Indirect Damages. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TUGOLO BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF TUGOLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- Your Responsibility to Indemnify. You agree to indemnify, defend and hold harmless Tugolo, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (a) your use or misuse of the Services, (b) any breach of this Agreement by you, (c) the infringement by you, or any third party obtaining access to the Services using your Access Information, of any intellectual property or other right of any person or entity, or (d) your violation of any third-party rights or any applicable laws. Tugolo reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Tugolo, at your expense, in asserting any available defences.
- Termination by You. You may terminate this Agreement at any time upon notice to Tugolo. Upon any termination of this Agreement for any reason (whether by you or by Tugolo), you must cease all use of the Services.
- Termination by Tugolo. Tugolo reserves the right, in its sole and complete discretion, to revoke your authorization to use the Services at any time with or without cause, for any reason or no reason. Upon termination of your account, your right to use the Services, access any information through the Services, and use any materials obtainable through the Services will immediately cease. Any fees paid by you, if any, are non-refundable. All restrictions contained in this Agreement shall survive the termination of your right to use the Services.
- Additional Remedies. Without limiting other remedies, Tugolo may limit your activity, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Tugolo is unable to verify or authenticate any information you provide; or (c) Tugolo believes that your actions may cause financial loss or legal liability for you, other users or Tugolo.
- Legal Investigation. Tugolo reserves the right to investigate suspected violations of this Agreement. You hereby authorize Tugolo to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers and your Accounts in order to enforce the terms and conditions of this Agreement.
- Non-Exclusive Remedies. The above-described actions are not Tugolo’s exclusive remedies and Tugolo may take any other legal, equitable or technical action it deems appropriate in the circumstances. Tugolo will not be liable for any damage caused by the termination of this Agreement.
- General Provisions
- Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement. However, Tugolo reserves the right, in its sole discretion, to modify or replace any terms of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on our website or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. While Tugolo will provide notice of modifications, it is also your responsibility to check this Agreement and any rules posted on the Services periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.
- Governing Law. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
- Electronic Agreement. You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Tugolo to show your acceptance of this Agreement and/or your agreement to use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Invalidity of Provisions. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
- English Language. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
- Capacity to Enter Into Agreement. If you are residing in a jurisdiction which restricts the use of Internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement. Furthermore, if you are residing in a jurisdiction which prohibits your use of the Services, you may not enter into this Agreement. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction that your use of the Services is allowed. You further represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
- Contacting Tugolo. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Tugolo or its business, please contact Tugolo at:[email protected]