Membership Terms of Service

MEMBERSHIP TERMS OF SERVICE

THE FOLLOWING TERMS AND CONDITIONS ARE ENTERED INTO BY TIMEZONE MEDIA, INC., A CORPORATION ORGANIZED UNDER THE LAWS OF THE PROVINCE OF NOVA SCOTIA, CANADA ("WE OR US") and the individual or entity THAT HAS CREATED an account with US (“YOU” AND “YOUR”) including, without limitation, any employee, independent contractor, invitee or agent of such entity and any other individual or entity accessing or using the ToucanChat live chat business to customer website chat platform (“Services”).

BY REGISTERING TO USE OUR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, WHICH GOVERNS YOUR ACCESS AND USE OF OUR TOUCANCHAT LIVE CHAT PLATFORM OFFERED THROUGH WWW.TOUCANCHAT.COM ("WEBSITE"). BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND THIS AGREEMENT AND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US, EITHER ON BEHALF OF YOURSELF OR ON BEHALF OF ANY ANY LEGAL ENTITY YOU REPRESENT. YOU AGREE THAT BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ALSO AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THE WEBSITE TERMS OF USE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS AGREEMENT AND THE WEBSITE TERMS OF USE, THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE AND CONTROL. YOUR RIGHTS AND PRIVILEGES PURSUANT TO THIS AGREEMENT ARE BEING PROVIDED TO YOU SUBJECT TO YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS AND THE WEBSITE TERMS OF USE.

IF YOU ARE UNDER THE AGE OF 18, YOU ARE RESTRICTED FROM USING THE SERVICES. By using the Services and otherwise entering into this Agreement, You represent to us that You are at least 18 years of age.

Membership Services

The services the subject of this Agreement consist of full access and use of our Toucan Chat live chat business to customer website chat platform ("Services").

Non-Exclusive Limited License

Subject to your continued compliance with the terms and conditions of this Agreement, You are hereby granted a non-exclusive, non-transferable and revocable license and right to access and use the Services including the right to: i) place our shortcode script on any website owned, operated and/or controlled by You or your business for the operation of our live chat panel service on such websites; and ii) access and use of the control panel located on the password-protected secure area of our Website (“Control Panel”) in order to administer and operate live chat panels, including access and use of all online content, video or audio files, graphics, images or any other materials or applications (including any mobile applications) made available to You through your Control Panel access ("Materials"), for your personal and/or business use. The limited license right of access of the restricted portion of our Website for operation of any of your chat panels and all Materials made available thereon is also hereby granted concurrently to any of your employees or any third-party website administrators/developers.

You are not authorized to: (i) resell or sublicense, outsource, time-share or rent the Services or Materials; (ii) distribute, transmit, or publish any portions of the Website to the public or download (other than page caching) or modify any portion of the Website in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or any Materials or otherwise attempt to discover any source code or use unauthorized versions of the Services or any Materials for purposes including (without limitation) building a product or service similar to or competitive with the Services or to gain unauthorized access to the Services; or (iv) otherwise use the Services or any Materials as part of a product or service for any commercial use or purpose whatsoever or in any way exploit any of the Services, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to your use of the Services. The Services and all Materials are being licensed and not sold to You pursuant to the terms and conditions of this Agreement. Except as expressly stated herein, this grant of License does not convey any other rights in and to the Services or any Materials contained on restricted portions of this Website, express or implied, or ownership of any applicable Materials or any intellectual property rights. All rights not expressly granted herein are reserved by us. You may not use the Services or any Materials contained on this Website in any manner that infringes on the copyrights or proprietary interests of any third party or that is in violation of any law, as more fully stated in our Content Policy contained in these terms.

Restrictions on Control Panel Use

You acknowledge and agree that any unauthorized use, copying or distribution of our Website including the Control Panel and all other separate Website elements, the Services or Materials (as defined in our Website Terms of Use) is expressly prohibited by law. Without limitation, You agree not to do any of the following: (i) Attempt to gain unauthorized access to any portion of the Website or to other accounts, computer systems or networks connected to the Website, whether through hacking, password mining or any other means; (ii) Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations, or labels of the origin or source of software or other material contained in a file that is uploaded; (iii) Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website; (iv) Engage in any systematic extraction of data or data fields, including without limitation e-mail addresses; (v) Disrupt, interfere with or inhibit any other person's use and enjoyment of the Services; (vi) Violate our rights or any third party rights, including without limitation abuse, defame, defraud, harass, stalk, threaten or otherwise violate our legal rights (such as rights of privacy and publicity) or any third party legal rights; (vii) Use our domain name as a false or pseudonymous return e-mail address; (viii) Use our business or domain name to market or sell any goods or services (including advertising and making offers to buy or sell goods or services or implying that we in any manner endorse or are associated with such goods and services), unless we have given our prior written consent; (ix) Use any portion of the Website in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Website or any networks connected to the Website; or (x) Access or use the Website or the Services in any manner that could damage, disable, overburden or impair any of our servers or the networks connected to any of our servers.

Intellectual Property Notice

All logos or any other trademarks, trade names or service marks, whether marked or unmarked, and/or any software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets, tags and metatags and other material (collectively "Content") which is protected by copyright, trademark or other proprietary rights by us or affiliates or other third parties. No Content may be used without our prior written consent. We retain all right, ownership, title and interest in all Content, whether or not we have registered for or has been granted any such protections under State and/or Federal law.

Trial Period

You are required to use the Services on a free trial basis for a trial period of 30 days ("Trial Period"). As a trial user, You will have full rights to access and use the Services and Control Panel as described in our Website. You acknowledge and agree that You have read any other express terms and conditions surrounding your trial use of the Services as may be stated on our Website, which such terms are hereby incorporated into this Agreement. All applicable terms and conditions contained in this Agreement shall apply to your use during the Trial Period. Following the end of the Trial Period, You will have the option to purchase one of our membership packages to access the Services on a paid subscription basis under the terms set forth in this Agreement. You will receive an email before the end of the Trial Period containing our paid membership options and links where You may subscribe. Unless you elect to purchase a membership package, this Agreement will terminate at 11:59 P.M. EDT (GMT -5 hours) on the last day of the Trial Period. If you choose to purchase a membership package, then the Term shall begin on 12:00 A.M. EDT (GMT -5 hours) on the next day following the expiration of the Trial Period and this Agreement shall remain in full force and effect. If you elect not to purchase a membership package, we reserve the right to retain your Identity Information for the purpose of contacting you from time to time to provide information and to offer our products and services to You as more fully set forth in our Privacy Policy Consent Section below. Any initial trial use of the Services might be offered by us at a later time with different features, for a fee, or not at all, all as determined by us in our sole discretion.

Membership Term & Automatic Renewal

The term of the License and your rights granted herein shall be for either an initial term equal to 30 days or 365 days, depending upon the membership package You have purchased ("Term"). The Term shall begin on and including the day You sign-up to receive the Services, unless otherwise stated in this Agreement, and ending on 11:59 p.m. EDT (GMT-5 hours) on the final day of the Term. This Agreement shall be automatically renewed upon the same terms and conditions for successive terms equal to either 30 days or 365 days for annual subscriptions ("Renewal Term"), unless this Agreement is canceled by You. Each Renewal Term shall begin on 12:00 a.m. EDT (GMT-5 hours) on the day following the last day of the previous Term, or any subsequent Renewal Term.

Membership Packages & Payment Authorization

You may elect to continue using the Services under either our "Standard", "Pro" or "Premium" paid membership packages. If you purchase a membership package on a monthly subscription, You agree to pay a single membership fee ("Fee") each month equal to: i) $10 for Standard users; or ii) $13 for Pro users; or iii) $18 for Premium users, in order to access the Services for the duration of the Term. If You elect to purchase a membership package on an annual subscription, You agree to pay a single monthly membership fee equal to: i) $8 for Standard users; or ii) $10.40 for Pro users; or iii) $14.40 for Premium users, in order to access the Services for the duration of the Term. Your credit card or other payment method You provide will be automatically charged in the applicable monthly subscription amount stated above during the entire Term and upon the expiration of the Term and each subsequent Renewal Term, unless otherwise canceled by You as stated in this Agreement.
YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO CANCEL THIS AGREEMENT BEFORE THE END OF THE TERM OR ANY SUBSEQUENT RENEWAL TERM WILL RESULT IN AUTOMATIC CHARGES TO YOUR CREDIT/DEBIT CARD OR OTHER PAYMENT METHOD YOU HAVE PROVIDED FOR THE TOTAL AMOUNTS DUE AND UPON THE TIME(S) DUE AS STATED UNDER THE TERMS OF THIS AGREEMENT. YOU AGREE THAT FAILURE TO CANCEL THIS AGREEMENT SHALL INDICATE YOUR IRREVOCABLE CONSENT AND AUTHORIZATION TO SUCH AUTOMATIC, RECURRING BILLING BY US. YOU AGREE THAT YOU HAVE BEEN GIVEN EVERY OPPORTUNITY TO REVIEW THESE TERMS BEFORE PROVIDING YOUR BILLING INFORMATION. By providing your credit card, debit card, PayPal, bank account information or any other billing information, You hereby authorize us to charge all fees and any other amounts due under this Agreement according to the terms of this Agreement. We are not responsible for pricing, typographical, or other errors in any offer or price stated on this Website or this Agreement and we reserve the right to cancel any memberships/subscriptions arising from such errors. We also reserve the right to cancel any sale made to You if we determine that there were inaccuracies in any description or information contained on this Website regarding the Services. We reserve the right to change any of our membership package monthly fees at any time and with or without providing any notice to You, with such changes to become effective immediately upon the beginning of the next Renewal Term. Any changes will be posted on our Website and we will amend these terms to reflect such changes.

Your ability to access and use the Services may require the payment of third party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or Internet service provider fees, or fees or taxes imposed on Internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment you may need to be able to access or use the Site or the Services.

Registration & Membership Accounts

We require that you register and create an account in order to subscribe to the Services offered through our Website. Once you provide the requested information during the registration process, an account will be automatically created. You also warrant and represent to us that any information you provide during registration is accurate and current, and that You are authorized to provide such information. You will be required to maintain and update your registration information as required to keep your information complete and accurate at all times. We may, in our discretion, terminate, suspend, or modify your registration with, or access to, all or part of the Website and/or the Services, without notice, at any time if you have provided untrue, inaccurate or incomplete registration information. You will be issued or required to create a user ID and password to log-in to the restricted areas of our Website in order to use the Services. You can use this log-in information to access the Services at any time and You may create a unique user ID and password after you have logged-in for the first time. It is your responsibility at all times to maintain the security and confidentiality of your account information, including your user ID and password information. We are not responsible and shall have no liability to You for any misuse or unauthorized access or use of your account. You agree that You shall be the only user of your account and will not allow others to use your account information to log-in and access this Website other than has may be expressly allowed under your license rights stated in this Agreement. You assume liability for and are solely responsible at all times for all use and all actions made under or through your account including, but not limited to, unauthorized use by any third parties or any employees. You agree that we may act in reliance, without investigation, upon any of your log-In information. We will not be required to inquire into the truth or evaluate the merits of any of your log-In information.

“Toucan Ticket” Support Services

In addition, support services will be made available to You through our “Toucan Ticket” support ticket system, which is located in the control panel on our Website. We will provide general and technical assistance regarding your access and use of the Services or access and use of our Website. You can initiate a support ticket by logging-on to our Website and accessing the live chat platform, as instructed on our Website.

Children Online Protection Act Notification

Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify You that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at the website http://www.kids.getnetwise.org/tools. For more information regarding policies and practices about how we may collect and disclose information from our Website users, please visit and read our Privacy Policy.

Client Content Policy

The following Policy contains important restrictions, notices and disclaimers that govern your use of any and all materials on our Website and appearing on any of your chat panels including, but not limited to, images, graphics, photos, videos, audio recordings, text, ideas, all written materials and/or any other written or electronic materials ("Content"). In consideration for your access and use of the services offered by us through this Website, You agree to comply with the following terms and conditions at all times during your use of this Website. You are permitted to use images created by us and provided through our Website on your online chat panels. You are also permitted to upload your own images to our image bin and use such images on your chat panels. All images uploaded by You will be reviewed by our staff to ensure that the images fall within our User Content Policy guidelines, set forth in more detail below.

A. Representations And Warranties: You represent that You are the owner, authorized licensee or authorized user of any Content that is uploaded and used directly by You. You agree that You will not upload, publish, link to or otherwise distribute any Content that:
i) promotes, solicits, comprises or contains abusive, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, pornographic, profane, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material or that is harmful to minors; or
ii) encourages conduct that would violate any law or Content that violates any applicable statute, ordinance, regulation or rule; or
iii) contains personal information about any individual without that persons consent or otherwise violates the privacy of any other individual or entity or Content You are not authorized to disclose; or
iv) misrepresents an affiliation with another person or organization or posting any Content that infringes any copyright, trademark, service mark, patent, trade secret or other intellectual property right of any third party; or
v) contains viruses, corrupted files, worms, Trojan horses or any other similar malicious software or programs that may expropriate, intercept or interfere with any data, information, property or system of another person or that may damage interfere or adversely affect the operation of our Website or any computer or other device of any user of our Website; or
vi) is materially false, misleading or inaccurate.

B. User Indemnification: You agree that You shall indemnify, defend, hold harmless and pay any judgment or settlement of, any and all claims or actions of whatever kind or nature asserted by any third party against us, including any of our officers, employees, agents or representatives, as may be applicable, arising from or in connection with: i) any Content You upload in connection with your use of the Services ii) any content uploaded by any of your users onto any chat panel that You have incorporated on on any website operated or controlled by You or your business; or iii) in any other way related to this Agreement, regardless of the nature or type of any s