Term And Conditions – TimeoutIQ Technology Inc.

TimeOutIQ Terms and Conditions

Welcome

These terms and conditions (“Terms”) govern the access to and use of the Services (as defined below) provided by TimeOutIQ Technologies, Inc. (the “Licensor”, “Company” or “we/us”) via the TimeOutIQ app for home users of the Services (“You”).

You hereby agree that you have read, understood and accepted these Terms (including Privacy Policy) which were made available to you before starting to use the Services.

Use of the Services implies your acceptance of notices, use regulations and instructions made known to you by the Company following acceptance of these Terms; non-acceptance will lead to the termination of the Services.

We provide our Services for you to be able to monitor and control the use of your and your family’s mobile devices, with a parental control panel which allows you to set a screen time limit with monitoring of the activity during that screen time period performed on the mobile devices associated with your User Account (as defined below). The Services also include an educational quiz that is based on the grade or level you set for your child/children.

The purpose is to enable You to control the use of these devices by their Users (as defined below), when and to the extent that such activity is permitted by applicable law and without infringing the rights of others (including the fundamental rights of Users) or other applicable regulations.

You are solely responsible for use of the parent control panel and the processing of personal data associated with your Account which includes, among others, collecting, storing and analysing personal data from device Users. The TimeOutIQ app (as defined below) automatically deploys the configuration and the instructions given by You and You are solely responsible for the configuration of this control panel.

You warrant that (a) you are older than 18 years old and (b) either you are the owner of the Devices (as defined below) on which you wish to install the TimeOutIQ Software (as defined below), or that you are the tenant of such Devices and, if legally required, have the authorisation of the owner of such Devices.

The Company disclaims responsibility for any illegal use you make of the Services.

The TimeOutIQ Software (as defined below) and the TimeOutIQ Platform (as defined below) are tools under development, and we reserve the right to modify or temporarily suspend the Services at any time for any reason. Notice of any suspension will be made in accordance with these Terms.

We reserve the right to refuse the Services to anyone and for any reason.

1. Definitions

“TimeOutIQ Device Software” means the software developed by TimeOutIQ and downloaded and installed in your Device/s to enable use of the Services that includes the TimeOutIQ App.

“TimeOutIQ Platform” means the TimeOutIQ online platform providing access to the TimeOutIQ parental control panel, and feedback forms enabling you to access and use the Services, and thus configure the education level and degree of monitoring of the Devices associated with your TimeOutIQ Account.

“TimeOutIQ Service” means the TimeOutIQ parental control service, based on the TimeOutIQ Platform, Device Software and TimeOutIQ App, to enabling monitoring and storing of online activity reports.

“TimeOutIQ App” means the app developed by TimeOutIQ enabling use of the Services with respect to Android devices and available in the applicable online app store. Technical requirements for the download of the TimeOutIQ App are set out in the applicable online app store.

“Services” means the services provided herein which includes download of the TimeOutIQ Device Software and TimeOutIQ App, remote access to and use of the TimeOutIQ Platform and the TimeOutIQ Service, and made available to you at http://www.TimeOutIQ.com and on the applicable app store.

“Devices” means any devices, including but not limited to computers, laptops, phones, tablets, compatible with the Services which you either own or have a right to use.

“Users” means any natural person using the Devices on which the TimeOutIQ Device Software and/or accessing the TimeOutIQ Platform.

“TimeOutIQ Account” (or “Account”) means the account created by You in order to access and use the Services.

2. Use of the Service and Conditions

- 2.1 Authorisation. Subject to the Terms set out herein, you are hereby granted a limited, revocable, non-exclusive and non-transferable licence (without right to sub-licence) to access and use the Services with respect to your Devices for your own internal and private (domestic) use only.

- 2.2 Conditions You are responsible for all activities undertaken under your Account, including the activities undertaken by your Users. You agree to (a) not use the Services for any illegal or unauthorized purpose or any activity that infringes third party rights or breaches these Terms, (b) use the Services in any manner that may deteriorate the Services, (c) violate any laws in your jurisdiction while using the Services, and (d) indemnify and hold us harmless to the fullest extent allowed by law regarding all matters related to your use of the Services.

- 2.3 Prohibition of use. You agree not to use or permit use of the Services to monitor or control Users Devices and activities in any of the following conditions:
  1. When the Devices are not your property (or of your immediate family members) or have not been leased to you.
  2. When it is not clear in your jurisdiction that controlling and monitoring use of the Devices through the functionalities offered by the _Services are permitted by law or regulation.
  3. When it is not clear in your jurisdiction that that controlling and monitoring use of the Devices through the functionalities offered by the Services does not require express User consent, unless such express consent is obtained and documented by you.
  4. When there are no guarantees that the use of information obtained through using the Services will respect third party (including Users’) rights and applicable regulation.

2.4 Exclusions. We reserve the right to exclude you from the TimeOutIQ Platform and Services without prior warning should you, or any of your Users, breach these Terms.

3. Term & Termination

- 3.1 Term. Subject to payment, when applicable, of the fees, your TimeOutIQ Account shall be activated and remain in force for the term indicated below, unless terminated by either us or you hereunder:
  1. 1. Free Trial: use of the Services for a limited period from the registration of the User Account.
  1. Paid User: subject to payment of the fees, use of the Services for the contracted term, in accordance with the plan you have chosen. Paid plans are automatically renewed for the same term, unless the subscription is cancelled prior to renewal.

- 3.2 Cancellation You may delete your Account and cancel your subscription at any time.
  No refunds will be given for early termination unless we are in breach of these terms. In addition, we reserve the right to cancel this agreement with you if (a) the provision of the Services is, in our sole opinion, no longer commercially or otherwise viable or (b) your Account is inactive for more than 1 month (in this latter event, we will provide you 15 days’ notice of termination, sent to your registered email address).

- 3.3 Termination for breach We may suspend or cancel your registration immediately in case of breach by you of these Terms, by written notice. We may cancel the account of any Free Plan User at any time, with 30 days notice of termination, and of Premium Users by providing you with 30 days notice prior to the end of any Premium User term.

3.4 Upon termination On termination for any reason, your access to your TimeOutIQ Account and all of its content will be disabled and your content deleted, except as maintained in backups (for back-up retrieval purposes only or for any legal contingency). You shall uninstall all TimeOutIQ Device Software following the instructions of your Device operating system.

4. Your Responsibilites

- 4.1 Registration You must register and create a TimeOutIQ Account in order to access and use the Services. To register, you must create an account by completing the corresponding form with your details (email and name) and agreeing to these Terms. You warrant that this information is and will at all times be correct, complete and accurate. A verification email will be sent to you, and We will try to provide you with access to the Services immediately.

- 4.2 Passwords Passwords for your TimeOutIQ Account must be kept confidential and it is therefore your responsibility to safeguard and ensure their correct use. You agree to notify us immediately upon disclosure of the passwords, or upon learning of any unauthorised use of your TimeOutIQ Account or any other breach of security known to you.

- 4.3 TimeoutIQ Platform You are solely responsible for how the TimeOutIQ Platform controls are configured and the processing of any personal data through the Services as a consequence, including its collection, storage and analysis on the TimeOutIQ Platform. TimeOutIQ only implements automatically the configuration and instructions provided by you.

4.4 Collaboration with compliance with current regulations. You agree that we can configure the Services so that access to certain websites, protocols or technologies (hereinafter “Certain Services of Information Society”) is not possible while the Services are used. Especially, but not only, we can use this option in cases where (a) it is known or suspected that these are used to violate mandatory applicable laws and regulations and / or (b) if we believe (at our absolute discretion) that these may be harmful to the Services.

5. User Data

- 5.1 User Content The Services monitor and store information transmitted from the Devices where the TimeOutIQ Device Software is installed, which may relate to both offline and online activities of Users (usage of applications, searching, social networks, browsing, etc.), certain communications (social network forms, instant messaging, etc.), and includes without limitation contact names and other information of the User Account in the Services (collectively, “User Content”). While we collect, stores and analyses this information for You and on your behalf, you and the Users are sole owners of this information and are solely responsible for all User Content that is transmitted to us. You, on your own behalf and on behalf of your Users, grant us a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable licence to store User Content on our servers for purposes set out in these Terms.

- 5.2 Responsibility for User Content. We do not control or supervise any User Content, except when required to in accordance with your instructions (e.g. through configuration of the TimeOutIQ Platform) or by applicable law, competent court or administrative decision. We do however reserve the right to eliminate at any time any User Content if we become aware that it infringes or may infringe the law or third party rights.

- 5.3 User Content on termination. In the event of termination for any reason, your access to your Account and all of your User Content will be disabled and your User Content will be deleted. However, we may retain such User Content (a) under backup protocols and (b) to cover any legal responsibilities that may arise from our relationship with you. Access to such data will be blocked in accordance with applicable laws unless such event arises.

5.4 Data retention. If there are any data you wish to retain for legal purposes, you must request it via email to [email protected] prior to termination. You are responsible for the conservation of such data. If we terminate the contract without notice because you have breached these Terms, you must provide evidence to us of the need to retain the data within 3 days following termination, and you will have an additional 5 days to obtain these data.

6. TimeOutIQ Device Software

- 6.1 License Grant. Subject to the Terms set out herein, you are hereby granted a non-exclusive and non-transferable licence (without right to sub-license) to install and use one copy of the TimeOutIQ Device Software on each of your Devices, for your own internal and private (domestic) use only.

- 6.2 Free use. You may use the TimeOutIQ Device Software with certain limited functions under the above License at no charge (as indicated by Licensor) for home use only on an as-is basis. This license includes only downloading, installing and using the TimeOutIQ Device Software on Devices at home under your control.

- 6.3 Paid Use.You may install and use the TimeOutIQ Device Software on additional “Child” Devices once you are a Paying client.

- 6.4 Restrictions on Use. TimeOutIQ may only be used for monitoring usage of Devices in a domestic context, for controlling use of these Devices by your Users when and to the extent such activity is permitted by applicable law and without infringing any third party rights (including your User’s fundamental rights) or other applicable regulation. In addition, you may not: (1) copy (other than for back-up purposes), distribute, rent, lease, transfer or sublicense all or any portion of TimeOutIQ Device Software; (2) modify or prepare derivative works of TimeOutIQ Device Software other than for your own use; (3) use TimeOutIQ Device Software in a computer-based services business or publicly display visual output of TimeOutIQ Device Software; or (4) reverse engineer, decompile, or disassemble TimeOutIQ Device Software except for debugging modifications or otherwise permitted by mandatorily applicable law.

- 6.5 Technical Requirements. The technical requirements of the TimeOutIQ Device Software are set out in at www.TimeOutIQ.com and in the FAQs within the app.

6.6 Third party code. This software includes certain Qt software components linked by shared library mechanism, distributed under the LesserGPLv2.1 license – http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html. A copy of this license may be found at the listed URL and you may obtain a copy of the source code by emailing us.

7. Charges and Payment of Fees

- 7.1 Fees. Fees for any payment plans are set out at www.TimeOutIQ.com and on your registration form (“Fees”). For the payment plans, you agree to pay the Fees set out in the Plan selected by You. Payment is by way of online payment system provided by us or as agreed by us. We are not responsible for the data processed by our payment gateway provider which will be done pursuant to the terms made available to you in the payment process. On periodic renewal, you will be charged at the then current price, unless otherwise agreed in writing with us. Fees are non-cancellable and non-refundable. Fees for additional Users or Devices added during the subscription term are charged at the same price as for the pre-existing subscriptions, and the overall subscription fees will increase accordingly.

- 7.2 Price updates. Prices for the Services may change at any by giving you at least thirty (30) days prior written notice. If you do not reject such a price change in writing requesting the termination of the Services, you will be deemed to have accepted the new prices. New prices applying to the next renewal period or subscription can be communicated at the moment of the subscription or renewal. In case of any continued use of the Services after the date of renewal, you will be deemed to have accepted the new prices.

- 7.3 Invoicing. Invoicing for Fees will be issued upon acceptance of the online order and 15 days prior to renewal of the subscription period. You will be invoiced for additional Users- for a full period, regardless of the start date. Renewals are charged with regularity as set out in your order form. Unless otherwise specified in the order, invoices are issued in euros or dollars (as indicated). You agree to provide us or our distributor complete and accurate billing and contact information.

- 7.4 Payments. Unless stated otherwise on your order form, all amounts invoiced shall be due and payable in advance on contracting the service and 7 days prior to renewal. We reserve the right to suspend or terminate this Agreement and access to the Services if you do not pay in timely manner. In the event of credit card payment, you will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information, you authorise us to charge such credit card for all Services set out in the order form for the initial subscription term and subsequently any renewal subscription term(s).

- 7.5 Late payments. Overdue charges will accrue late payment interest at the rate of 3% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In the event of late payment, we may condition future subscription renewals and Order Forms on payment terms shorter than those specified herein or we may suspend or terminate this Agreement and access to the Services.

7.6 Taxes. Unless otherwise provided, prices do not include any taxes that may apply, including without limitation GST, HST, VAT or equivalent sales tax, such taxes being your responsibility. If we have the legal obligation to pay or collect taxes for which you are responsible under this clause, the appropriate amount shall be invoiced to and paid by You, unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

8. Service Provision, Security and Support, Suspension

- 8.1 Service Provision. We use reasonable endeavours to make available to you at all times the Platform and Services but we shall not, in any event except for our own negligence, be liable for interruptions of Service or down-time. Due to special maintenance, security or capacity issues, and also to some events over which we may not influence (e.g., anomalies in public communication networks, electricity cut offs, etc.), Services may be temporally suspended or affected by brief anomalies.

- 8.2 Security. You understand that the Services will be used for transmission of your User Content to the TimeOutIQ Platform, collected from the Devices associated to the User Account, and that during processing, this User Activity is transferred (encrypted) over the Internet. Some information is stored in an encrypted manner but some information may not be as it would prevent displaying User activity logs to You.

- 8.3 Confidentiality. We agree to keep confidential and use best efforts to prevent and protect the User Contents from unauthorized disclosure or use, except when required to disclose such User Content by court of law or public authority.

- 8.4 Tracking. In addition to monitoring User screen time at your request and on your behalf in accordance with these terms, which is the principal objective of the Services, you agree to us including optional functional usage tracking capability which allows us to collect, for improving our own Services, general statistical information about Service usage. This information is collected by us associated to your Account, but is subsequently processed on an anonymous basis.

8.5 Support. We try to provide the Services 24/7, however due to maintenance, security or capacity issues, and also to some events over which we may not influence (force majeure), the Services may be temporally suspended or affected. Our support policy is set out www.TimeOutIQ.com.

9. Privacy and Data Protection

9.1 The Service The Services enables you to process personal data of Users under your control. Our privacy policy is part of these Terms and is available at: http://www.TimeOutIQ.com/privacy, and you expressly accept the terms of the privacy policy.

10. Warranties

- 10.1 Your warranties. You warrant that you will use the Services in accordance with these Terms and applicable law. In particular, you will use the Services, including the TimeOutIQ Device Software, in compliance with applicable law as to privacy, telecommunications secrecy, non-discrimination, and the protection of personal image, honour and reputation. You undertake to fully comply with our Privacy Policy, which is incorporated as a part hereof. You warrant that (a) you are older than 18 years old and (b) either you are the owner of the Devices on which you wish to install the TimeOutIQ software, or that you are the tenant of such Devices and, if legally required, have the authorisation of the owner of such Devices. You also warrant that (c) you have informed any Users that are 14 years old or more that the Devices used by them include a control and monitoring software and have obtained authorisation from such Users for this kind of activity, as provided in our Privacy Policy or (d) there are mandatory rules in your country would exempt you from the aforementioned obligations. You agree to fully comply with our Privacy Policy incorporated in these Terms.

- 10.2 Guarantee of conformity (if applicable). Should the consumer rules be applicable to you, we recognise and warrant that the Services conform the description given by TimeOutIQ and conform to applicable laws. You should consult the deadlines, forms and consequences of exercising this right to the applicable specific consumer legislation.

- 10.3 No application of the right of withdrawal. Because the provision of the Services starts and runs completely at same time as each new subscription period begins simply by entering your TimeOutIQ Account, you agree that in case applicable regulations gives you a right of withdrawal, you will and may not exercise such right of withdrawal in order to waive to your subscription for that period and recover payment of the subscription period.

- 10.4 Limitation of Warranties. Except as established by mandatorily applicable law, your use of the TimeOutIQ Platform, Software and/or Services, including any content, information or functionality contained within it, is provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.5 Links. Our TimeOutIQ Platform may display links to third party Internet sites. We make no representation whatsoever nor accept any responsibility about such sites nor have any control over them. Any third-party content or a link to a third-party site is for informational purposes only.

11. Liability

- 11.1 Liability Limitation. You agree that your use of the Services shall be at your sole risk and responsibility. To the maximum extent permitted by mandatory applicable law, in no case is the Company, its directors, employees, shareholders, or affiliates responsible or liable for any indirect or consequential loss, including without limitation, damages, loss of reputation, equipment failures or other damage or loss, arising out of or relating in any way to (i) the use or the inability to use the Services; (ii) reliance placed by you on the completeness, accuracy or existence of any of the Services (iii) any changes which we may make to the Services, or for any permanent or temporary cessation in the provision of the Services (iv) unauthorized access to or alteration of your data or failure to keep your password or account details secure and confidential; (v) the deletion of, corruption of, or failure to store, any your content and other communications data maintained or transmitted by or through your use of the Services; (vi) any errors in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Services; or (vii) statements or conduct of any third party on the Platform service.

11.2 Aggregate liability Our aggregate liability arising out of this statement or TimeOutIQ will not exceed either (a) the greater of one hundred dollars ($100) or (b) the total fees paid by you to the Company until the date, whichever amount is the lowest. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

12. Intellectual Property Rights

- 12.1 Ownership. We own or are licensees of all intellectual and industrial property rights in the technology underlying the Services. Access to and use of our Services does not imply any transfer of all or part of these rights to you. TimeOutIQ Device Software shall remain the exclusive property of TimeOutIQ and all rights therein, including all rights in patents, copyrights, trademarks and trade secrets applicable thereto, shall remain vested in TimeOutIQ and/or our licensors. You shall do nothing inconsistent with our title. You shall not transfer, sell, assign, sublicense, pledge or otherwise dispose of, encumber or suffer a lien or encumbrance upon or against any interest in the Software without our prior written approval. You shall not remove any trademark, trade name, copyright notice or other proprietary notice about our Services.

12.2 Trademarks. You will not use our trademarks, trade names, logos, domain names, other distinctive brand features or any copyrighted material or which are associated with “TimeOutIQ” without our consent.

13. Miscellaneous

- 13.1 Agreement. These Terms contain the entire agreement of the parties relating to the subject matter hereof. Any representation, promise, or condition not explicitly set forth in these Terms shall not be binding on either party. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

- 13.2 Indemnification. You agree to indemnify the Company, and its agents, directors, officers, employees and partners against any loss, liability or cost arising out of your breach of any of these Terms or of any applicable laws, rules or regulations or any third party rights in connection with your use of the Services.

- 13.3 Modifications. We may modify without previous notice the design, outlay and/or configuration of the Services, as well as some or all the services offered, may add new ones, and may revise these Terms (including the Privacy Policy). Any modification of these Terms will be notified to you and enforceable from the date indicated in the notification and any subsequent use of the Services will be subjected to the new Terms, hence we recommend you to read them carefully. The Services are a work in progress, and we reserve the right to modify or suspend temporarily the Services at any time for any reason. Notice of any suspension will be given in accordance with these terms.

- 13.4 Contact and notifications. You agree to receive our email notifications related to the Services. We will not share your email with third parties except as indicated herein. We may contact you for information and service notifications relevant to your account or when required by law. You hereby acknowledge and consent that such notices will be effective upon our posting them on the Platform or delivering them to You through e-mail. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you.

- 13.5 Law and Jurisdiction. These Terms and the provision and use of the Services are subject to Canadian Law without regard to its conflicts of laws provisions. For the resolution of any conflict regarding the interpretation, performance or breach of these Terms or use of the Services, the parties submit to the exclusive jurisdiction of the Courts of the Province of Ontario, Canada, without prejudice to any applicable consumer rights to bring actions in the court of the user’s domicile. The parties agree to use all reasonable efforts to resolve such issues amicably prior to initiating any legal action.

13.6 Contact. Any questions regarding TimeOutIQ, our products and services or these Terms should be addressed via the online web form or to [email protected]. TimeOutIQ Technologies Inc. is registered in Ontario. Its registered address is 86 Warnford Circle Ajax ON L1T 0J2 Canada.