Terms
Terms of Use
Please read the Terms of Use (the “Agreement”) carefully. This is a legal agreement between you (“you” or “your”) and Tinklestop Inc. (“Tinklestop”). By using the Tinklestop website or mobile application (collectively, the “Tinklestop Services”), you represent that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater, and you agree to be bound by this Agreement, as same may be amended from time to time. If you are at least thirteen (13) years of age but under eighteen (18) years of age, you may only use the Tinklestop Services with the consent of a parent or legal guardian, who agrees to be bound by this Agreement on your behalf. If you do not agree to the terms and conditions contained in this Agreement, or if you do not meet the foregoing age requirements, you must not use the Tinklestop Services.
1. Scope of Agreement
This Agreement governs your access to and use of the Tinklestop Services, which enable users to locate nearby restroom. By downloading, accessing, or using the Tinklestop Services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set out in this Agreement. The Tinklestop Services are intended solely to assist you in locating nearby restrooms. The Tinklestop Services do not provide medical or emergency services of any kind and are not a substitute for professional medical care or emergency services. In the event of a medical emergency, you should contact emergency services immediately. Tinklestop is not responsible for any medical decisions made by you in reliance on the Tinklestop Services.
2. Access
Tinklestop provides the Tinklestop Services to you on an “as is” and “as available” basis in accordance with the terms of this Agreement.
3. License Grant
Subject to your compliance with this Agreement, Tinklestop hereby grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited right to access and use the Tinklestop Services.
4. Term
This Agreement shall commence upon the earlier of your acceptance of the terms hereof or your first use of the Tinklestop Services and shall remain in effect until you delete your Account (as defined below), or immediately upon Tinklestop’s written notice of termination to you.
5. Intellectual Property
Tinklestop and its licensors, as the case may be, own all right, title, and interest in and to: (i) the Tinklestop Services; (ii) any and all information, materials, content, features and functionality, such as, but not limited to, algorithms, designs, graphics, text, data, sound, messages, software, HTML, source code, and object code related to the Tinklestop Services; (iii) any and all Tinklestop names, logos, product and service names, domain names, designs, images, and slogans; and (iv) any and all intellectual property rights in all of the foregoing. All rights not expressly granted herein are reserved. You agree to not take any action to jeopardize, limit or interfere with Tinklestop's intellectual property rights. Nothing in this Agreement or the Tinklestop Services shall be construed as granting any license or right to use any such intellectual property without the express written permission of Tinklestop.
6. Accounts
To access the Tinklestop Services, you may be required to create an account (an “Account”). Any username, password, or any other piece of information chosen by you, or provided to you as part of Tinklestop’s security procedures, must be treated as confidential, and you must not disclose same to any other person. You understand and agree not to provide any other person with access to the Tinklestop Services using your username, password, or other security information. You shall use reasonable efforts to prevent unauthorized access to, or use of, the Tinklestop Services. You will promptly notify Tinklestop of any actual or suspected unauthorized use of the Tinklestop Services. Tinklestop reserves the right to suspend, deactivate, or replace your Account in its sole discretion for any or no reason, including any violation of any provision of this Agreement. You are solely responsible for, and neither Tinklestop nor any of Tinklestop’s affiliates, partners, licensors, or agents shall accept any responsibility for, your access to and use of the Tinklestop Services, including any access to and use of the Tinklestop Services by any third party using your Account.
7. Restrictions
You shall not, and shall not permit any other person to, access or use the Tinklestop Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, directly or indirectly (including using machine learning or artificial intelligence) except as this Agreement expressly permits:
- copy, modify or create derivative works or improvements of the Tinklestop Services;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Tinklestop Services to any person, including on or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service;
- reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Tinklestop Services, or any part thereof;
- bypass or breach any security device or protection used by the Tinklestop Services or access or use the Tinklestop Services other than as authorized by Tinklestop;
- input, upload, transmit or otherwise provide to or through the Tinklestop Services any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code, including, without limitation viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, or that violate third party privacy rights;
- damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Tinklestop Services or Tinklestop’s provision of services to any third party, in whole or in part;
- remove, delete, alter or obscure any trade-marks, documentation, warranties or disclaimers, or any copyright, trade-mark, patent or other intellectual property or proprietary rights notices from the Tinklestop Services, including any copy thereof;
- access or use the Tinklestop Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other user of the Tinklestop Services), or that violates any applicable law; or
- access or use the Tinklestop Services for purposes of competitive analysis of the Tinklestop Services, the development, provision or use of a competing software service or platform or any other purpose that is to Tinklestop or its licensors’ detriment or commercial disadvantage; or
- access or use the Tinklestop Services in any manner that violates the policies, guidelines, or terms of service of any third-party platform through which the Tinklestop Services are made available, including the Apple App Store or Google Play Store. You acknowledge and agree that this Agreement is between you and Tinklestop, and not with Apple Inc., Google LLC, or any of their affiliates (collectively, the “Platform Providers”), and that the Platform Providers are not responsible for the Tinklestop Services or the content thereof.
8. Monitor/Audit
Tinklestop reserves the right to monitor or audit your access to and use of the Tinklestop Services to ensure the Tinklestop Services is being used responsibly and in accordance with this Agreement.
9. Right to Modify or Discontinue the Tinklestop Services
Tinklestop reserves the right to modify or discontinue the Tinklestop Services at any time (including by limiting or discontinuing certain features of the Tinklestop Services), or to suspend or terminate your access to or use of the Tinklestop Services for breaches of this Agreement, temporarily or permanently, immediately upon notice to you. Tinklestop further reserves the right to temporarily suspend access to the Tinklestop Services for maintenance, updates, and security and will provide notice to you of such temporary suspension where commercially reasonable. Tinklestop will have no liability for any such change, suspension or termination.
10. Confidentiality
“Confidential Information” means information or materials in any form or medium (whether oral, written, electronic or other) provided by one party (“Discloser”) to the other party (“Recipient”) which are labelled “confidential” or which would reasonably be understood to be confidential or proprietary. Recipient may use Confidential Information of Discloser; (a) to exercise its rights and perform its obligations under this Agreement; or (b) in connection with the parties’ ongoing business relationship. Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by this Agreement and will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. Confidential Information does not include information that (i) was already known to Recipient at the time of disclosure by Discloser; (ii) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of Recipient has become, generally available to the public; or (iv) was independently developed by Recipient without access to, use of, or reference to Discloser’s Confidential Information. In addition, Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that Recipient notifies Discloser of such required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
11. Privacy
By using the Tinklestop Services, certain information about you may be collected, used and disclosed by Tinklestop to permit you to use the Tinklestop Services and to provide you with any corresponding or related services. This includes, but is not limited to, your first and last name, email address, usernames, location data, and profile pictures (but only where you sign up for an Account using one of your social media accounts), and other personal information set out in Tinklestop’s Privacy Policy available at https://www.tinklestop.com/privacy (the “Privacy Policy”). Tinklestop collects, uses, and discloses personal information to accomplish the purposes set out in the Privacy Policy. Tinklestop’s collection, use and disclosure of personal information is governed by this Section 11 and the Privacy Policy. By accessing or using the Tinklestop Services you are acknowledging and agreeing to this Section 11 and the Privacy Policy, as it may be updated from time to time and to Tinklestop collecting, using, and disclosing your personal information as set out in this Agreement and the Privacy Policy. You also agree to comply with all applicable federal, provincial and local laws, rules and regulations, and industry standards, concerning the privacy and security of personal information, including Canadian anti-spam legislation.
12. Location Data
By using the Tinklestop Services, you consent to Tinklestop collecting and using your location data. Tinklestop will use your location data solely for the purposes of: (i) providing the Tinklestop Services, including locating nearby restrooms; and (ii) displaying relevant, location-based advertising within the Tinklestop Services. You may disable location services at any time through your device settings but doing so may limit your ability to use certain features of the Tinklestop Services.
13. Aggregated and Usage Data
You acknowledge and agree that Tinklestop or its licensors may produce and each shall, as the case may be, be the sole and exclusive owner of Aggregated Data and Usage Data they produce. The term “Aggregated Data” means data, information or other materials produced by Tinklestop that are not identified as relating to a particular individual. The term “Usage Data” means information, data, or other materials that are collected or generated by the Tinklestop Services related to how individual users interact with the Tinklestop Services, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior and metadata. For clarity, the Aggregated Data and Usage Data do not contain any personal information.
14. User Content
As between you and Tinklestop, you own User Content. “User Content” means the electronic data, information, reviews, ratings, photographs, images, or other materials submitted by you or any party authorized on your behalf to or through the Tinklestop Services. You grant to Tinklestop and Tinklestop’s affiliates, partners, and agents a royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use your User Content to deliver the Tinklestop Services to you, as well as to further develop or otherwise improve the Tinklestop Services and Tinklestop’s other products and services. You represent and warrant that: (i) you own or have all necessary rights to submit your User Content; (ii) any reviews, ratings, or comments you submit are truthful, accurate, and reflect your honest opinion based on your actual experience; and (iii) your User Content does not violate any applicable law, regulation, or the rights of any third party, including intellectual property rights, privacy rights, or rights of publicity. Tinklestop is under no obligation to monitor, review, moderate, or edit any User Content. However, Tinklestop reserves the right, in its sole discretion, to review, screen, refuse, remove, or delete any User Content at any time and for any reason, including User Content that Tinklestop determines, in its sole discretion, violates this Agreement, is inaccurate, misleading, defamatory, offensive, or otherwise objectionable.
15. DISCLAIMER OF WARRANTIES
TINKLESTOP DISCLAIMS, ALL GUARANTEES AND EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND ANY WARRANTIES REGARDING THE AVAILABILITY, SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE TINKLESTOP SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TINKLESTOP DOES NOT WARRANT THAT THE TINKLESTOP SERVICES SHALL OPERATE WITHOUT INTERRUPTION, BE ERROR FREE, OR MEET YOUR REQUIREMENTS, AND TINKLESTOP EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE TINKLESTOP SERVICES IS ACCURATE OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. TO THE FULLEST EXTENT PERMITTED, TINKLESTOP DISCLAIMS RESPONSIBILITY FOR ANY HARM RESULTING FROM: (I) YOUR USE OF THE TINKLESTOP SERVICES; (II) THE AVAILABILITY, ACCESSIBILITY, CLEANLINESS, SAFETY, OR CONDITION OF ANY RESTROOMS, WASHROOMS, FACILITIES, OR BUSINESSES LISTED OR DISPLAYED THROUGH THE TINKLESTOP SERVICES (COLLECTIVELY, “THIRD-PARTY FACILITIES”); (III) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DESCRIPTIONS, REVIEWS, RATINGS, PHOTOGRAPHS, HOURS OF OPERATION, OR OTHER INFORMATION REGARDING ANY THIRD-PARTY FACILITIES; (IV) THE POLICIES, PRACTICES, OR CONDUCT OF ANY OPERATOR OF ANY THIRD-PARTY FACILITIES; OR (V) YOUR ABILITY TO ACCESS OR USE ANY THIRD-PARTY FACILITIES. YOU ACKNOWLEDGE AND AGREE THAT TINKLESTOP DOES NOT OWN, OPERATE, MANAGE, OR CONTROL ANY THIRD-PARTY FACILITIES. TINKLESTOP MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY FACILITIES. ANY RELIANCE ON INFORMATION PROVIDED THROUGH THE TINKLESTOP SERVICES REGARDING THIRD-PARTY FACILITIES IS AT YOUR OWN RISK. TINKLESTOP SHALL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO ANY THIRD-PARTY FACILITIES OR YOUR INTERACTION WITH ANY THIRD-PARTY FACILITIES. YOU USE THE TINKLESTOP SERVICES AT YOUR OWN DISCRETION AND RISK.
16. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TINKLESTOP NOR ANY OF TINKLESTOP’S AFFILIATES, PARTNERS, LICENSORS, OR AGENTS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. TINKLESTOP’S, AS WELL AS TINKLESTOP’S AFFILIATES, PARTNERS, LICENSORS, AND AGENTS’ LIABILITY, IN THE AGGREGATE, UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED ONE HUNDRED ($100.00) CANADIAN DOLLARS.
17. Limitation on Actions
No action, regardless of form, arising out of this Agreement may be brought by you against Tinklestop and its affiliates, partners, licensors, and agents more than one (1) year after the cause of action became known to you or should reasonably have been known to you based on the surrounding circumstances.
18. Indemnification
You will indemnify, save and hold harmless Tinklestop and its affiliates, partners, licensors, and agents from any and all claims made by any third party relating to: (i) your conduct, access to, or use of the Tinklestop Services; (ii) your breach of this Agreement; (iii) your violation of applicable law or rights of any third parties (including intellectual property rights and data privacy rights); (iv) your failure to comply with applicable laws and regulations; (v) the use by Tinklestop or any of its affiliates, partners, licensors, or agents of any User Content or any personal information you provide; (vi) your gross negligence or willful misconduct; (vii) your conduct, behavior, or actions at or in connection with any Third-Party Facilities, including any damage to property, personal injury, or violation of applicable laws, rules, or policies of such Third-Party Facilities; and (viii) any dispute or claim between you and any owner, operator, employee, or other user of any Third-Party Facilities. Without limiting your indemnification obligations, Tinklestop reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.
19. Governing Law
This Agreement shall be governed, construed, and enforced in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to its conflict of laws rules. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of the city of Winnipeg, Manitoba.
20. Entire Agreement
This Agreement represents the entire agreement between Tinklestop and you with respect to your access to and use of the Tinklestop Services.
21. Assignment
This Agreement may not be transferred or assigned by you, but may be assigned by Tinklestop without restriction.
22. Severability
If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the extent possible, and the other provisions of this Agreement will not be affected.
23. Survival
All provisions of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, ownership provisions (including intellectual property ownership), warranty disclaimers, indemnity, privacy, and limitations of liability.
24. Right to Change this Agreement
Tinklestop may revise this Agreement, at any time, by providing notice of such change to you. Your continued use of the Tinklestop Services after such revisions will signify your acceptance of any such revisions to this Agreement.
25. Contact
If you have any questions regarding this Agreement, the Tinklestop Services, please contact Tinklestop:
Tinklestop Inc.