Terms Of Service

Last updated: May 1, 2023

Welcome! Thank you for using Toureka!

These Terms of Service ("Agreement") explains the terms and conditions under which Toureka! Inc. ("Toureka!", "we", "our", or "us") enables its customer (either you as an individual, or the legal entity that you represent, or for the benefit of which you are agreeing to these Terms of Service and have the full power and authority to bind contractually, as applicable; referred to as the "Subscriber", "you", "your" or "yours") to access and use our software-as-a-service (SaaS), mobile application, websites, and other associated software and services made available by Toureka! Inc. (collectively, the "Services"). The Services may be accessed by the Subscriber directly, or by its employees or other authorized users acting on its behalf (each a "User").

PLEASE READ THIS DOCUMENT CAREFULLY. THESE TERMS OF SERVICE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN THE CUSTOMER AND TOUREKA! INC., AND CONTAIN IMPORTANT INFORMATION REGARDING THE DURATION OF THE SERVICES, OUR RIGHTS TO CHANGE THESE TERMS OF SERVICE, LIMITATIONS OF OUR LIABILITY, WARRANTY DISCLAIMERS, TERMS REGARDING THE CUSTOMER AND ITS USERS’ PRIVACY RIGHTS, AS WELL AS TIME LIMITATIONS FOR SUBMITTING LEGAL CLAIMS. THE CUSTOMER’S (INCLUDING ITS USERS’) USE OF OUR SERVICES WILL MEAN THAT THE CUSTOMER HAS ACCEPTED THE TERMS AND CONDITIONS DESCRIBED BELOW.

Specific provisions related to pricing, payment terms, and other matters related to this Agreement may be set forth in an online document, invoice, purchase order or other document executed by both parties ("Order Form" or "Order"). This Agreement is effective as of the earliest of (i) the date you first complete registration for the Services by clicking ‘I Agree/I Accept/Sign Up/Pay Now’ (or similar button or checkbox), (ii) access the Services, or (iii) the effective date set forth on the initial Order Form (the ‘Effective Date’). This Agreement does not have to be signed in order to be binding.

By accessing or using our Services, you acknowledge and agree to be bound by this Agreement and confirm you have read and understand our Privacy Policy, which is incorporated by reference.

We may revise this Agreement from time to time by posting a modified version on our website. Whenever we make a significant change to our policies, we will refresh the date at the top of this page and take any other appropriate steps to notify account holders at Toureka!'s sole discretion. Your continued use of the Services after any update to this Agreement constitutes your acceptance of such changes.

If you do not agree to or cannot comply with this Agreement, please do not access or use the Services.

Definitions

“Add-Ons” refers to supplementary product enhancements (including limit increases and other add-ons) that are available for purchase.

"Affiliate" refers to any entity that controls, is controlled by, or is under common control with a party to this Agreement. In this context, control refers to direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" refers to these Terms of Service and all materials referred or linked to in here, unless otherwise stated.

"Authorized Payment Method" refers to a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

"Billing Period" refers to the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Confidential Information” refers to all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Consulting Services" refers to the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

"Customer Data" refers to all information that you submit or collect via the Subscription Service that is unique to you as a Customer. Customer Data does not include Toureka! Content.

"Customer Materials" refers to all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

"Map Loads" refers to occurrences where a map is initialized and made viewable. A single map load may contain multiple interactions with the map, such as zooming in or out, panning, or switching between map layers.

"Map Loads Limit" refers to the limit of number of Map Loads that you may use in any given calendar month and/or year as specified in your Order.

“Free Services” refers to the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

"Order" or "Order Form" refers to the form or online subscription process approved by Toureka! Inc., through which the customer agrees to subscribe to the Subscription Service and purchase Consulting Services.

"Personal Data" refers to any information related to an identified or identifiable individual, where such information is contained within Customer Data, and is protected as personal data or personally identifiable information under applicable Data Protection Laws.

"Sensitive Information" refers to credit or debit card numbers, financial account numbers or wire instructions, government-issued identification numbers such as Social Security numbers, passport numbers, biometric information, personal health information, personal information of children protected under any child data protection laws, and any other information or combinations of information that fall within the definition of “special categories of data” under GDPR as defined in the DPA or any other applicable law relating to privacy and data protection.

"Subscription Fee" refers to the amount paid for the Subscription Service.

"Subscription Service" refers to all mobile and web-based applications, tools, and platforms subscribed to under an Order Form or made available by Toureka! Inc., and any ancillary products and services provided by Toureka! Inc., and are developed, operated, and maintained by Toureka! Inc., accessible via https://toureka.app, https://dashboard.toureka.app, or another designated URL.

"Subscription Term" refers to the initial term of subscription to the applicable Subscription Service as specified on the Order Form, and each subsequent renewal term if any. For Free Services, the Subscription Term will be the period during which the customer has an account to access the Free Services.

"Third-Party Products" refers to non-embedded products and professional services provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Toureka! Inc. apps available from, for example, our marketplaces, directories, and links made available through the Subscription Service and non-Toureka! Inc. services.

"Third-Party Sites" refers to third-party websites linked to from within the Subscription Service, including Communications Services.

"Toureka! Content" refers to all forms of information, including but not limited to data, text, messages, software, sound, music, video, photographs, graphics, images, calculations, and tags that are incorporated into the Subscription Service or Consulting Services.

"Users" refers to the customer's employees, representatives, consultants, contractors, or agents who are authorized to use the Subscription Service for the customer's benefit.

"You", "your" or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

Use of Services

Access. In order to use most Services, you must register for or authenticate into a Toureka! account ("Account"). You must not allow anyone other than yourself or authorized Users acting on your behalf to access and use your Account. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that your Users keep all Account login details and passwords secure at all times; (iii) you remain solely responsible and liable for the activity that occurs in connection with your Account, (iv) that the Account login details may only be used by your Users; and (v) to promptly notify Toureka! Inc. in writing if you become aware of any unauthorized access or use of your Account or the Services.

Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Toureka! account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Toureka! account.

Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in our authorized price listings, and as applicable, these limits may also be designated from within the product itself. Limits may be accessed in your Toureka! Account, as available. We will use commercially reasonable efforts to notify you when approaching or exceeding limits in advance when possible, either in writing and/or through the Services. Access may be limited or suspended at our discretion if limits are exceeded.

Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.

Acceptable Use. You agree to comply with our Acceptable Use Policy ("AUP").

Prohibited and Unauthorized Use. You will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA). Nothing contained in this section limits the usage restrictions specific to Sensitive Information under the Agreement.

You will notify us promptly of any unauthorized use of your Users’ identifications and passwords or your account by emailing us at legal@toureka.app.

No Sensitive Information. You acknowledge that the Subscription Services have not been designed to process or manage sensitive information and accordingly you agree not to use the Subscription Service to collect, manage or process sensitive information. Furthermore, we will not have and we specifically disclaim any liability that may result from your use of the Subscription Service to collect, process or manage sensitive information.

Fees and Payment

Subscription Fees.The Subscription Fee for the Subscription Services will remain fixed during the Subscription Term unless you: (i) exceed User, Map Loads, or other applicable limits (as outlined in the ‘Limits’ section), (ii) upgrade Subscription Services or base packages, (iii) subscribe to additional features or products, or (iv) as otherwise agreed upon in your Order. We may also choose to decrease your fees upon providing written notice to you.

Fee Adjustments at Renewal. Upon renewal, we reserve the right to increase your fees up to our then-current list price. If this increase applies to you, we will provide notice at least thirty (30) days prior to the renewal and the increased fees will take effect at the start of the next renewal term. In the event of disagreement with the increase, either party has the option to terminate the subscription at the end of the current term by providing notice as outlined in the 'Notice of Non-Renewal' section

Payment of Fees. If you choose to pay by credit card or other payment method, you authorize us to charge your Authorized Payment Method for all fees owing during the Subscription Term. Additionally, you authorize us to utilize a third party for processing payments and consent to the disclosure of payment information to said third party.

Payment against invoice. If you choose to pay by invoice, we will invoice you no more than forty-five (45) days prior to the start of the Subscription Term and each subsequent Billing Period, and at other times during the Subscription Term when fees are payable. All amounts invoiced are payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. Amounts due are payable in the currency set forth in the applicable invoice.

Payment Information. It is your responsibility to keep your Authorized Payment Method, contact information, and billing information up to date for the payment of incurred and recurring fees. You authorize Toureka! to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, which we will charge as applicable. Otherwise, you are responsible for payment of all taxes, levies, or duties. You will have no liability for any taxes based upon our gross revenues or net income.If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.

Withholding Tax. If you are required to deduct or withhold tax from payment of your Toureka! invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).

You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

Term and Termination

Subscription Term and Renewal. The initial term of your subscription will be as specified in your Order. Unless otherwise stated in your Order, your subscription will automatically renew for the shorter of the initial subscription term or one year.

Notice of Non-Renewal. Unless otherwise specified in your Order, written notice of non-renewal must be provided at least thirty (30) days prior to the end of the relevant Subscription Term by either you or us in order to prevent the renewal of your subscription.

If you choose not to renew, you may send a notice of non-renewal by emailing us at contact@toureka.app.

Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. Please refer to the 'Notice of Non-Renewal' section for information on how to cancel your subscription.

Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

Suspension

  1. Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without prior notice for:

    • (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
    • (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
    • We may, without prior notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
  2. Suspension for Non-Payment. We will provide you with notice of any unpaid amounts due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

  3. Suspension for Present Harm. If your website, or use of, the Subscription Service:

    • (i) is being subjected to denial of service attacks or other disruptive activity,
    • (ii) is being used to engage in denial of service attacks or other disruptive activity,
    • (iii) is creating a security vulnerability for the Subscription Service or others,
    • (iv) is consuming excessive bandwidth or storage,
    • (v) is exceeding limits, quotas, or other usage restrictions, or
    • (vi) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.

    We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

  4. Effect of Termination or Expiration. Upon termination or expiration of your paid subscription, we may continue to make certain free Services available to you, unless your Agreement was terminated for cause. However, you will continue to be bound by the terms of this Agreement for as long as you have access to any accounts provided by Toureka!.

    Upon termination or expiration of this Agreement, you must immediately cease all use of the Subscription Service and Toureka! Content. If termination is initiated by you for cause, we will promptly issue a refund for any prepaid but unused fees pertaining to the Subscription Service after the date of termination. In the event of termination by us for cause, you will be required to promptly pay any unpaid fees that are due through the end of the Subscription Term. In any case, fees are non-refundable after the expiration of the Subscription Term.

Service Limitations and Modifications

We will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof.

Proprietary Rights

Toureka! Inc. and its licensors exclusively own all right, title, and interest in and to all intellectual property rights in the Services. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and Toureka! Inc., at all times be and remain the sole and exclusive property of Toureka! Inc.

Customer Data & Feedback

You retain your intellectual property ownership rights over content you submit to us for publication on our website. We will never claim ownership of your content, but we do require a license from you in order to use it.

When you use our website or its associated services to post, upload, share, or otherwise transmit content covered by intellectual property rights, you grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, distribute, modify, store, run, copy, publicly display, translate, or otherwise create derivative works of your content solely to provide and support the Services in a manner that is consistent with your privacy preferences and our Privacy Policy.

The license you grant us can be terminated at any time by deleting your content or account. However, to the extent that we (or our partners) have used your content in connection with commercial or sponsored content, the license will continue until the relevant commercial or post has been discontinued by us.

You give us permission to use your name, logo, and content as appropriate, in our online customer list and in print and electronic marketing materials, such as product screenshots. You may however, opt-out by emailing us.

The Services may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Toureka!, and/or share such Feedback with other users, or the public. If you submit Feedback, we may use such Feedback for any purpose without any compensation or obligation to you. We reserve the right to remove any Feedback posted in our public forums for any reason at our sole discretion.

You represent and warrant that you have all required rights to submit content and Feedback without violation or infringement of any third-party rights. You understand that Toureka! does not control, and is not responsible for, content or Feedback, and that by using the Services, you may be exposed to content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

Liability

Our website and the materials on our website are provided on an 'as is' basis. To the extent permitted by law, Toureka! Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.

In no event shall Toureka! Inc. or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use this website or the materials on this website, even if Toureka! Inc. or an authorized representative has been notified, orally or in writing, of the possibility of such damage.

In the context of this agreement, “consequential loss” includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise.

Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Force Majeure

Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Accuracy of Materials

The materials appearing on our website are not comprehensive and are for general information purposes only. Toureka! Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on this website, or otherwise relating to such materials or on any resources linked to this website.

Links

Toureka! Inc. has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by Toureka! Inc. of the site. Use of any such linked site is at your own risk and we strongly advise you make your own investigations with respect to the suitability of those sites.

Right to Terminate

We may suspend or terminate your right to use our website and terminate this Agreement of Service immediately upon written notice to you for any breach of this Agreement of Service.

Severance

Any term of this Agreement of Service which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of this Agreement of Service is not affected.

Governing Law

This Agreement of Service are governed by and construed in accordance with the laws of Canada and the parties irrevocably agree that the Canadian courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with this Agreement.

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