Welcome to this Indigo Technologies Ltd. ("Indigo", "us", “we” or “our”) website. Please read these Terms of Service (the "Terms") carefully because they govern your access to and use of our websites including indigo1.com, timetiger.com and any other websites that we may later own or operate (each, a "Site," and collectively, the "Sites"); our mobile and desktop applications ("Apps"), our application program interfaces ("APIs"), our software development kits ("SDKs") and our collaboration tools and other products and services we may later own or operate (collectively, with the Sites, Apps, APIs, and SDKs, the "Services").
By using the Services, you (the "Customer") agree to be bound by these Terms. If you don't agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, "Customer", "you" and "your" will refer to that company or other legal entity.
We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms. We may also change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
You agree to comply with the Service Terms attached as Exhibit A.
Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide for you to access and use the Services in connection with your internal business operations.
Certain Services are offered under different pricing plans, the limits and features of which are available at https://www.timetiger.com/pricing. Your rights and obligations with respect to certain Services will be based in part on the pricing plan you choose. Please note that all prices, discounts and promotions posted on the Site are subject to change without notice.
When you purchase Services (each such purchase, a "Subscription"), you expressly authorize us or our third-party payment processor to charge you for such Services. You represent and warrant that you have the legal right to use all payment methods that you provide to us.
All fees are stated and solely payable in Canadian Dollars (if you are subscribing from Canada) or U.S. Dollars (if you are subscribing from elsewhere), non-refundable, and not subject to setoff. You are solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees you incur as a result of the charges billed by us.
In the event that you fail to pay the full amount owed to us, we may limit your access to the Services, in addition to any other rights or remedies we may have.
All pricing plans involve recurring fees (each, along with any applicable taxes and other charges are a "Subscription Fee"). Depending on which options you choose, those fees may recur each month, quarter or year thereafter, at the then-current rate. Please note that our fees are subject to change, although we will notify you by email before we effect any change in the event you have an ongoing Subscription.
By agreeing to these Terms and purchasing a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Indigo. We (or our third party payment processor) will automatically charge you in accordance with the term of your Subscription (e.g., each month, quarter, or year), on the calendar day corresponding to the commencement of your Subscription using the payment information you have provided.
In the event your Subscription begins on a day not contained in a later month, your payment method will be charged on such other day as we deem appropriate. For example, if you started a monthly Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. We may also periodically authorize your payment method in anticipation of applicable fees or related charges.
Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms.
You may cancel your Subscription at any time but please note that such cancellation will only be effective at the end of the then-current Subscription period. Unless required by law, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION.
To cancel, you can either (i) email us at support@indigo1.com and follow any instructions, if any, we provide to you in response to your cancellation request, or (ii) for some kinds of Subscriptions, initiate a cancellation through your Account settings within the Services. You will be responsible for all Subscription Fees incurred for the then-current Subscription period. Cancelling your Subscription will not terminate your Account. See Section 10 (Termination) below for information on terminating your Account.
Subscription Fees do not include taxes, and you agree to: (a) pay all sales/use, gross receipts, value-added, GST, personal property, or other tax (including any interest and penalties) with respect to the transactions and payments under these Terms, other than taxes based on our income, employees, or real property; and (b) be responsible for any filing of any information or tax returns with respect thereto.
Further, all payments made by you to us under these Terms will be made free and clear of any deduction or withholding. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required by law, you will pay such additional amounts as are necessary so that the net amount received by us after such deduction or withholding will be equal to the full amount that we would have received if no deduction or withholding had been required. Each party will use commercially reasonable efforts to work with the other party and at the other party's expense to help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable.
We (the "Discloser") have disclosed or may disclose proprietary or non-public business, technical, financial, or other information ("Confidential Information") to you (the "Recipient"). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.
The Recipient will use the Discloser's Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser's Confidential Information to parties other than the Recipient's employees, contractors, affiliates, agents, or professional advisors ("Representatives") who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser's Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser's reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.
In the event of any loss or corruption of any data associated with the Services, Indigo will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by Indigo. EXCEPT FOR THE FOREGOING, INDIGO WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.
We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
INDIGO DOES NOT WARRANT, SUPPORT, NOR ACCEPT RESPONSIBILITY OF ANY KIND FOR ANY APPLICATION(S) AND/OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF INDIGO'S ORGANIZATION, INCLUDING EXTENSIONS, PLUG-INS, CUSTOM INTEGRATIONS, AND TOOLS ("NON-INDIGO RESOURCES").
You will indemnify and hold harmless Indigo and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) any and all content, material, information and applications you develop, submit, post, publish, upload or transmit to Indigo and/or the Services ("User Content"); or (iii) your violation of these Terms.
NEITHER INDIGO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES ("SUPPLIERS") NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUCCESSORS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INDIGO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT WILL INDIGO OR SUPPLIERS' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO INDIGO IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED CANADIAN DOLLARS ($100).
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY INDIGO TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice or liability to you, provided that, if you have paid for a Subscription and the termination is not due to your breach of this Agreement, Indigo will refund you any prepaid fees for the period of your Subscription that extends beyond the effective date of such termination.
You may cease use of the Services at any time. If you are paying for a Subscription, you may terminate your Subscription through the process in the Section "Cancelling Subscriptions". You may also cancel your Account at any time by sending an email to support@indigo1.com.
Upon any termination, discontinuation, or cancellation of Services or your Account, the following provisions of these Terms will survive: Service Terms, Charges and Payment (to the extent you owe any fees at the time of termination); Confidentiality; provisions related to permissions to access User Content (to the extent applicable); Warranty Disclaimers; Indemnity; Limitations of Liability; Termination; and Miscellaneous. FURTHERMORE, WE MAY REMOVE OR DELETE YOUR USER CONTENT WITHIN A REASONABLE PERIOD OF TIME AFTER THE TERMINATION OR CANCELLATION OF SERVICES OR YOUR ACCOUNT.
Indigo has developed or will develop APIs and SDKs that may be used to access the Services or develop applications related to the Services, such as extensions, plug-ins, custom integrations, and tools. You may only use the APIs and SDKs in accordance with instructions and Indigo-provided documentation available at https://www.timetiger.com/sdk or such successor link identified by Indigo ("Documentation"), or as otherwise communicated to you by us. Due to the nature of the Services, we may update the APIs and SDKs from time to time, and such updates may significantly change their functionality.
The terms set forth on Exhibit B apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an "App Provider").
Our Privacy Policy, found at https://www.timetiger.com/privacy, governs how we collect, use and disclose information about you related to your use and access to the Services. By submitting your personal information and/or using our Services, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of your User Content in compliance with our Privacy Policy.
As between the parties, Indigo owns all right, title, and interest in the Services, and you own all right, title, and interest in any application(s) and/or material(s) that are developed by you on the Services or uploaded to the Services by you. Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms.
Indigo will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, including, without limitation, acts of God, flood, fire, earthquake, tsunami, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
We welcome feedback, comments, and suggestions ("Feedback"). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all "moral rights" that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all "moral rights" you may have in the Feedback. Additionally, Indigo will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Indigo has the right to use such data and information to maintain, improve, and enhance Indigo's products and services.
Indigo may ask your permission to identify you or your company and use your company's logos and trademarks on the Site and in marketing materials. By granting this permission you agree that Indigo may identify you or your company and use your company's logo and trademarks (collectively, the "Marks") on the Site and in marketing materials to identify you or your company as a user of the Services, and you hereby grant us a non-exclusive, royalty-free license to do so on our Site or in any media now or later developed in connection with any marketing, promotion or advertising of Indigo or the Services. If you wish to revoke this permission you may do so by emailing us at support@indigo1.com and materials produced in the future will exclude the Marks. You agree that materials that are already in production or have already been produced at the time of revocation may continue to use the Marks indefinitely.
Any notices or other communications provided by Indigo under these Terms, including those regarding modifications to these Terms, will be given by Indigo: (i) via email; or (ii) by posting to https://www.timetiger.com. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Notices we provide by posting to https://www.timetiger.com will be effective upon posting.
The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.
Certain features of the Services may allow you to participate in teams, groups or organizations (each a "Group"). In those situations, the administrator, owner, or equivalent of the Group ("Admin") is responsible for the compliance of these Terms by each other member of the Group, payment of the Subscription Fee (if applicable), and all matters related to the Group. For clarity, each member of the Group is still responsible for their own compliance with these Terms.
These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent.
For the avoidance of doubt, Indigo may engage third parties as service providers to the Services (for example, as of the date of these Terms, Indigo hosts the Services on Amazon Web Services and DigitalOcean).
No agency, partnership, joint venture, or employment is created between you and Indigo as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
These Terms will be governed by the laws of the Province of Ontario, Canada without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
You and we both agree to resolve disputes related to your use of the Services or these Terms (each, a "Claim") in binding arbitration in Toronto, Ontario by a single arbitrator in accordance with ADR Chambers Arbitration Rules, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights.
Whenever the words "including," "include," or "includes" are used herein, they will be deemed to be followed by the phrase "without limitation."
Product features clearly identified as Alpha or Beta features (collectively "Early Access Features") made available by Indigo are provided to you for testing purposes only, and Indigo does not make any commitment to provide Early Access Features in any future versions of the Services. You are not obligated to use Early Access Features. Indigo may immediately and without notice remove Early Access Features for any reason without liability to you. Notwithstanding anything to the contrary in the Terms, all Early Access Features are provided "AS IS" without warranty of any kind and without any performance obligations.
These Terms, including and Indigo policies referred to herein, supersede all other agreements between you and Indigo relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order, vendor portal, code of conduct, or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by Indigo, unless Indigo specifically references this clause and waives its rights.
You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law. For example, you must be 13 years or older under United States law, or 16 years or older under European Union law.
Except as otherwise expressly authorized in these Terms, Customer will not, will ensure its authorized users do not, and will not encourage or assist third parties to:
a. rent, lease, distribute, sell, transfer, or otherwise permit third parties to use the Services;
b. circumvent or disable any security or other technological features or measures of the Services;
c. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except to the extent that such a restriction is impermissible under applicable law);
d. reproduce, modify, adapt, or create derivative works based on the Services;
e. remove any proprietary notices or labels from the Services;
f. use the Services to build competitive products or services or otherwise compete with Indigo or its affiliates;
g. upload or publish to the Services any data subject to specific governmental regulation, such as Sensitive Data as defined under GDPR, medical information, financial information, or government identifiers;
h. upload or publish to the Services (or otherwise use the Services to develop) anything that: (i) is fraudulent, false, misleading, or deceptive; (ii) is defamatory, obscene, pornographic, vulgar, or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (v) promotes illegal or harmful activities or substances;
i. upload or publish to the Services anything that does or would violate the intellectual property rights of others;
j. access or use the Services in a manner intended to avoid incurring fees;
k. use the Services other than in compliance with the Documentation and applicable laws and regulations; or
l. upload to the Services or use the Services to transmit or store any software viruses, Trojan horses, worms, or other destructive program or code.
Although we're not obligated to monitor the Services or User Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements.
We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable, in violation of these Terms or the law. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
A "Patent Assertion Entity," sometimes referred to as a ‘non-practicing entity' or a ‘patent troll,' is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). If you are a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Indigo or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). This section will survive any termination or expiration of these Terms.
As part of the registration process, Customer will identify an administrative username and password for Customer's Indigo account. Customer represents and warrants that all registration information, including with respect to Customer's domains, Customer provides is truthful, accurate, and complete, and that Customer will maintain the accuracy of such information. Customer is responsible and liable for maintaining control over Customer's account, including the confidentiality of Customer's username and password, and is responsible and liable for all activities that occur on or through Customer's Account and all authorized users' accounts, whether authorized by Customer or not. For clarity, each authorized user is also responsible for any activity that takes place on their account, and responsible for complying with these Terms.
You acknowledge and agree that: these Terms are concluded between you and Indigo, and not with the App Provider, and Indigo (not the App Provider), is solely responsible for the App.
The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Indigo.
The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the App or your possession and use of that App infringes that third party's intellectual property rights, Indigo will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
You must also comply with all applicable third party terms of service when using the App.
June 2021