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Web Application’s Terms of Service for Users

Last Updated: July 2026

These Web Application’s Terms of Service (“Terms of Service”), together with the Privacy Policy, all attachments, and/or Schedules (collectively, this “Agreement”) are entered into by and between the person or entity (“User” or “you” or “your”) being enrolled in or signing up to utilize the Services (as defined below), and Tuio Payments, Inc., a corporation incorporated under the Canada Business Corporations Act (“Tuio”), effective immediately upon the earlier of the User’s acceptance of these Terms of Service, when a User activates their Tuio Account, or when a Facility enrolls a User into its systems (the “Effective Date”). These Terms of Service are drafted specifically for the parents or legal guardians of children that are enrolled in or attending a school, daycare, or similar facility that has or will soon implement Tuio’s Services as a service provider. In these Terms of Service, those schools, daycares, and similar facilities shall be referred to individually as a “Facility” and collectively as “Facilities.”

In this Agreement, User and Tuio may be individually referred to as “party” and collectively referred to as the “parties.”

This Agreement applies to the User’s use of the Services (as defined below) which are made available by Tuio through its proprietary web application platform located at https://app.tuiopay.com (the “App”). Tuio may change or revise this Agreement from time to time in its sole discretion, with or without notice to User. User is bound by any such revisions and should therefore periodically check and review the then-current Terms of Service at https://tuiopay.com/app-terms-of-service-users/. User’s access and use of the App and Service will be subject to the most current version of the Agreement. User’s use of the App after such revised Agreement is updated at https://tuiopay.com/app-terms-of-service-users/ will signify User’s acceptance of such revised Agreement and User’s agreement to be bound by it. By accessing, visiting, or using the App and/or its related Services, the User agrees to the terms set forth herein. If you do not agree to these Terms in their entirety, you are not authorized to use the App or the Services in any manner or form whatsoever.

In consideration of the mutual exchange of promises below, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions.

Except as otherwise provided, capitalized terms used in this Agreement have the following meanings:

“Account” or “Tuio Account” means an account enabling a User to access and use the Service.

“Children’s Personal Information” means personal information, as defined under applicable law (including the Children’s Online Privacy Protection Act, where applicable), collected or processed about a child under the age of 13 (or such other age as defined by applicable law) through the Services.

“User Data” means all data or information uploaded by Users to the Service.

“Documentation” means any documentation for the Services produced by Tuio and made available to the User.

2. Scope.

(a) Tuio has provided and will provide certain software services, through its proprietary App, which shall be made available to and for User as set forth in this Agreement. The services Tuio provides shall mean access to the SaaS service platform that facilitates, among other things, student enrollment and registration management, student information management, tuition/program and incidental invoicing and payment, attendance tracking, school-parent communications, and related administrative functions, as well as access to certain Tuio support (collectively, the “Service(s)”).

(b) Tuio shall ensure that the App will generate an Account for the User and provide to the User login details, Documentation, and all other required onboarding materials for their respective Account.

(c) Tuio shall provide the Service to allow User to receive and facilitate invoices, payments, enrollment management, attendance records, communications, and other digital records.

3. Ownership and License Grant.

(a) Tuio hereby grants to the User a non-exclusive, revocable, non-transferable license to use and access the App and Services, and to access, display and use the Service, and any content, text, graphics, images, software, audio, video, information or other works of authorship provided by Tuio hereunder through the App or otherwise (together, the “Tuio IP”) for the purpose of receiving and paying invoices, managing enrollment, viewing attendance records, and communicating with Facilities, as applicable, in accordance with the terms herein during the Term.

(b) For greater certainty User shall have a right to use the Services as set out in this Agreement, and Tuio will not be construed as to have conveyed title, and any other right, and/or interest in the Services. Tuio shall retain sole and exclusive ownership of all right, title, and interest in the Tuio IP. The license grant above includes a license (or sublicense) to and for any third-party software incorporated and/or provided by Tuio in connection with the Services, if applicable.

(c) Tuio shall also retain ownership rights, and reserves all rights, including intellectual property rights in and to all Derived Data (as defined below). Tuio will have the right to create analytics, assemble and utilize data derived from User Data and/or data derived through use of the Services (“Derived Data”), provided that all such Derived Data has been irreversibly anonymized or pseudonymized such that no individual (including any child) is identifiable. All right, title and interest in and to Derived Data will be owned by Tuio. Any/all such Derived Data may be disclosed to third parties in accordance with Tuio’s Privacy Policy.

(d) Notwithstanding the foregoing, and solely as between Tuio and User, User owns all rights, interest, and title in and to all User Data and Tuio does not claim any copyrights in User Data. Tuio shall not access User Data or User’s Account, except as necessary for the operation of the Service, and as provided in this Agreement or the Privacy Policy. By using the Services you hereby grant Tuio a nonexclusive, worldwide, royalty-free license to use, copy, modify, and process User Data solely to the extent necessary to provide, maintain, and improve the Services, and to comply with applicable law. Tuio may also use User Data to generate Derived Data as described in Section 3(c) above. For the avoidance of doubt, Children’s Personal Information within User Data shall not be used by Tuio for any purpose other than providing the Services, and shall not be commercially exploited, sold, rented, or disclosed to third parties except as necessary to provide the Services or as required by applicable law. This license is perpetual only with respect to Derived Data (which is anonymized and non-identifiable). The license with respect to identifiable User Data shall terminate upon the anonymization or deletion of the applicable data in accordance with Tuio’s Privacy Policy.

(e) Tuio will store your User Data in accordance with Tuio’s Privacy Policy. You may remove your User Data by closing your Account or by contacting Tuio at [email protected] and asking Tuio to remove it. Tuio will process removal requests in accordance with the data retention provisions described in Tuio’s Privacy Policy. However, anonymized Derived Data generated from your User Data may continue to exist on the Services. Tuio is not responsible or liable for the removal or deletion of Derived Data. In all cases, Tuio will store and retain User Data in accordance with applicable law.

(f) You shall not sublicense or transfer your rights to access and/or use the Service, nor shall you permit any unauthorized person to access or use the Service via your Tuio Account.

4. User’s Responsibilities.

(a) All Users must be the parent or legal guardian of a child enrolled in or utilizing the services of a Facility, or otherwise be legally permitted to make payments for the benefit of such child, in order to create or utilize a Tuio Account. Tuio may, in its discretion, ask for proof of this legal right and may terminate access to your Account or the Services in the absence of this proof. If we are unable to satisfactorily verify your identity and address from information provided by you or provided by your Facility, we may terminate your access to the Account or Services.

(b) User shall be responsible for all User Data provided by such User to any Facility or Tuio, including the accuracy, reliability, appropriateness and validity of such information, and User represents that it has the legal right to provide such User Data to Tuio. Under no circumstances will Tuio be liable in any way for any User Data. You are entirely responsible for all User Data that you provide to any Facility or directly to Tuio. Tuio has no responsibility for any User Data, including without limitation any errors or omissions therein.

(c) It is a condition of this Agreement that you do not:

Upload, post, transmit or otherwise make available, to Tuio or any Facility:

  • Any User Data that is unlawful, harmful, hateful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another’s privacy;
  • Any User Data that constitutes or encourages activity illegal under criminal or civil law;
  • Any User Data that is in violation of any applicable privacy laws or your privacy policy;
  • Any User Data that is false, misleading, or fraudulent;
  • Any User Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as parent/child, as a legal guardian, or as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • Any User Data that violates or infringes upon the rights of others, including User Data that violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;
  • Any User Data that contains the image, name or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old and you have first obtained his/her express permission or (ii) that person is under eighteen years old but you are his/her parent or legal guardian, or you have obtained express permission from that person’s parent or legal guardian;
  • Any request for or solicitation of any personal or private information from any individual;
  • Any request for or solicitation of money, goods, or services for private gain;
  • Any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
  • Any User Data that contains advertising, promotions or marketing, or which otherwise has a commercial purpose;
  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or
  • Violate any local, state, national or international law, rule or regulation.
  • You represent and warrant that (i) you have, and will continue to have, during the Term, the legal right and authority to access, use and disclose to Tuio the User Data you provide; and (ii) Tuio’s use of the User Data in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between you and any third party.

(d) User shall be responsible for all activities that occur in its Account(s) and for its compliance with all applicable laws, the terms and conditions contained in this Agreement, and the applicable Tuio Privacy Policy.

(e) User shall not commercially exploit the Service or use the Service to interfere with or disrupt the performance of the Service or the data contained therein, or attempt to gain unauthorized access to the Service.

(f) User must not use the Service in any way that is unlawful or illegal, and shall not tamper with or fraudulently use the Services, or permit or assist others to abuse, tamper with, or fraudulently use the Services.

(g) User shall not disassemble, reverse engineer, or otherwise attempt to discover the source code to the Services or the App (where not openly readable).

(h) When you create or are granted access to a Tuio Account, you will be asked to provide a password. You must choose a secure password that meets our minimum password policy and which would not be easily guessed by others. We may require you to change your password from time to time. The password you select should not be revealed to anybody else and it is your responsibility to keep your login details safe and to protect your password. This includes responsible and secure use of shared computers, such as at home. Even though you are the parent or legal guardian of a child at a Facility, the child is not permitted to access your Tuio Account. You should change your password immediately if you believe it has been compromised.

(i) Tuio will provide the Tuio Account to you on the basis of the information and User Data that you have provided to Tuio. You agree to provide accurate information and to update any changes to your information.

(j) You understand and agree to protect yourself from unauthorized activity in your Tuio Account. You should regularly log into your Tuio Account and review its activity. Tuio will notify you of each transaction by sending an email to your primary email address on file. You should review these transaction notifications to ensure that each transaction was authorized and accurately completed. You must note that an “Unauthorized Transaction” occurs when money is sent from your Tuio Account that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your Tuio Account, and sends a payment from your Tuio Account, an Unauthorized Transaction has occurred. If you believe your Tuio login information has been lost or stolen, please contact Tuio immediately.

(k) Account Activation by Facility. Your Tuio Account may be created or activated by your Facility on your behalf. If your Facility has activated your account, your continued use of the Services and/or your first payment through the Services constitutes your acceptance of these Terms of Service and Tuio’s Privacy Policy.

5. Your Child’s Information.

(a) What We Collect. Tuio processes personal information about your child on behalf of your child’s Facility in order to provide the Services. This may include your child’s name, date of birth, gender, address, emergency contact information, photographs or avatars, enrollment and program details, attendance records, and information submitted through custom forms created by the Facility. For a complete description of the categories of children’s information collected, please see our Privacy Policy at https://tuiopay.com/privacy/.

(b) How We Use It. Tuio uses your child’s personal information solely to provide the Services to the Facility and to you, including enrollment management, invoicing, payment processing, attendance tracking, and communications. Tuio does not use your child’s personal information for advertising, marketing to children, or for any purpose unrelated to the educational and administrative services provided to the Facility.

(c) Consent. By accepting these Terms of Service and making a payment through the Services, you consent to Tuio’s collection and processing of your child’s personal information as described in this Agreement and in Tuio’s Privacy Policy. Your child’s Facility has also authorized Tuio to collect and process your child’s personal information for educational and administrative purposes on the Facility’s behalf. You may withdraw your consent at any time as described below, but doing so may affect the Facility’s ability to provide services related to your child.

(d) Your Rights as a Parent. As a parent or legal guardian, you have the right to:

  • Review the personal information Tuio holds about your child by logging into your Tuio Account, or by submitting a request to your child’s Facility;
  • Request removal of your child’s information by submitting your request to your child’s Facility: photographs and uploaded files are deleted, and Tuio’s remaining records are de-identified — your child’s identifying details are removed — except for records Tuio is required by law to retain, such as financial and tax records. While the Facility is an active Tuio client, the Facility administers these requests and Tuio acts on the Facility’s confirmation. If the Facility is no longer a Tuio client, or you cannot obtain a response from the Facility within a reasonable time, you may contact Tuio at [email protected];
  • Refuse further collection of your child’s personal information by notifying your child’s Facility.

The Facility may decline or limit a request where the information is required to provide services to your child, to protect your child’s health or safety (for example, a photograph used to confirm a child’s identity for attendance and authorized pickup), or to meet the Facility’s legal, licensing, or record-keeping obligations. Records that Tuio is required by law to retain, such as financial and tax records, are retained for the legally required period. Exercising these rights may affect the Facility’s ability to provide services to your child through the Tuio platform.

(e) Student Photographs. Your child’s Facility may upload your child’s photograph to the Services for identification and attendance purposes. Photographs may be displayed to authorized Facility staff, including teachers and administrators, for the purpose of identifying students. You may request removal of your child’s photograph at any time by contacting the Facility. If biometric processing (such as facial recognition) is ever used in connection with student photographs, Tuio will obtain your enhanced consent before any such processing occurs.

(f) Data Retention. Tuio retains your child’s personal information for as long as it is necessary to provide the Services to the Facility or to you. You may request removal of your child’s information at any time by submitting your request to your child’s Facility, as described above; requests are processed in accordance with the data retention provisions of Tuio’s Privacy Policy. When applicable retention periods expire, records are irreversibly anonymized — rendered permanently unlinkable to any identifiable individual — and may thereafter be retained for legitimate business purposes such as financial reporting and analytics.

(g) Custom Forms. Your child’s Facility may create custom forms through the Services to collect additional information from you about your child. Tuio prohibits Facilities from using custom forms to collect government-issued identification numbers (such as Social Insurance Numbers, Social Security Numbers, or passport numbers), payment card or bank account information, biometric data, driver’s license numbers, or login credentials for third-party services. If you believe a custom form is requesting any of this prohibited information, please contact Tuio at [email protected].

6. Access to the Services; Payments.

(a) All Users may access the Services and the App as a result of such User enrolling or utilizing the services provided by a Facility. As a result, User hereby acknowledges and agrees that Tuio does not set the prices or any fees charged or implemented by any such Facility. User’s decision to utilize the services provided by any Facility is a decision made solely between the User and the Facility. Tuio is not a party to and does not warrant, represent, recommend, or advise the use of any Facility. All decisions by any User to utilize or work with any Facility is made solely at User’s own risk. Tuio shall not be responsible for, in any manner, any decision or resulting damages of such decision. Furthermore, the User hereby acknowledges and agrees that Tuio is not under any circumstances liable for any service fees, payment charges, surcharges, transaction fees, or fees of any nature, including in particular credit card service fees or surcharges, levied and/or charged by any Facilities to the User (“Facility Transaction Charges”). The User agrees not to hold Tuio liable for any Facility Transaction Charges they are charged by the Facilities in all circumstances. The amount and rate of any such Facility Transaction Charges are determined by the Facilities alone, and the User acknowledges that it is the Facilities and not Tuio who will be responsible for the decision to levy such fees on the User in all cases.

Tuio collects payments as a result of tuition payments, field trips, meals, extra charges and other one-time and special fees and expenses based on the information provided by a Facility to Tuio. Tuio does not make any decision as to the amounts charged to or withdrawn from the account of any User. As a result, should any discrepancy or disagreement arise between any User and any Facility, User shall look solely to such Facility for clarification, rectification, or compensation for any such disagreement or discrepancy. User acknowledges that any payments received by Tuio are remitted by Tuio to the relevant Facility, and, accordingly, any payments that exceed the fees actually payable by the User must be recovered by the User from the Facility.

(b) USER SPECIFICALLY WARRANTS AND REPRESENTS THAT SHOULD ANY FACILITY CHARGE ANY USER ANY FEE, CHARGE, EXPENSE, LATE FEES, OR OTHER PAYMENT THAT IS NOT IN COMPLIANCE WITH ANY LAW/RULE/OR REGULATION OR THE AGREEMENT BETWEEN FACILITY AND USER, USER WILL LOOK SOLELY TO FACILITY OR OTHER THIRD PARTY, AND HEREBY WAIVES AND RELEASES TUIO FROM ANY CAUSE, CLAIM, ACTION, DAMAGES, OR EXPENSES ARISING FROM ANY SUCH FEE, CHARGE, EXPENSE OR OTHER PAYMENT IMPOSED BY ANY SUCH FACILITY. THE FOREGOING SENTENCE SHALL APPLY REGARDLESS OF WHETHER ANY SUCH FEE, CHARGE, EXPENSE OR OTHER PAYMENT IS IMPOSED BY ANY FACILITY INTENTIONALLY OR BY MISTAKE OR ERROR, AND REGARDLESS OF WHETHER ANY SUCH FEE, CHARGE, EXPENSE OR OTHER PAYMENT RESULTS IN ADDITIONAL EXPENSES TO USER (E.G., AS A RESULT OF FEES, CHARGES, OR EXPENSES IMPOSED BY THIRD PARTY FINANCIAL INSTITUTIONS).

(c) ALL USERS RELEASE AND INDEMNIFY TUIO FROM AND AGAINST ANY ACTION CLAIM, LOSS, PROCEEDING, COST, LIABILITY OR EXPENSE SUFFERED OR INCURRED BY THE USER IN RELATION TO, IN CONNECTION WITH OR AS A DIRECT OR INDIRECT RESULT OF ANY FAILURE BY THE USER PARENT TO PAY FEES, CHARGES, OR EXPENSES UNLESS THAT FAILURE OCCURS DUE TO A BREACH BY TUIO OF THESE TERMS OF SERVICE.

(d) By agreeing to these Terms of Service, User hereby authorizes Tuio to make all regularly scheduled, special, incidental, and one-time charges, as provided by a Facility, to your checking/savings account or credit card or other payment method. You agree that in certain cases, such as, but not limited to, a payment that is due immediately, no prior email notification will be provided for any such charge. User understands that this authorization will remain in effect until such User notifies the applicable Facility and gives Tuio at least thirty (30) calendar days advance written notice of the cancellation. Any such cancellation shall not impact any payments which are in process or are scheduled to process during the ensuing thirty (30) calendar days following such notice. Even after cancelling all existing authorizations, User is still able to provide additional authorizations by confirming payments in the App, and Tuio cannot be liable for these payments taking place even though the User has requested to cancel all authorizations. Additionally, User is responsible for notifying Tuio should any scheduled fees or payments change or cease to be payable.

(e) Payments may be made by a User through the Services by using any valid payment method. Payment methods used must be linked to valid accounts, to which a User has a legal right of use, and which are registered in User’s name and at User’s address. Tuio shall not be responsible for any invalid or unauthorized use of any such payment method. Failure by Tuio to deduct any payment amount at the agreed upon or designated time does not diminish Tuio’s right to deduct the payment amount at a later time, nor does it diminish your responsibility to pay any shortfall to us or to the Facility.

(f) We will treat all payments from a User as genuine, should any such payment utilize the User’s Account, email address, username and/or password, or if the transaction was initiated from the App registered to such User. Payments completed by anyone with access to a User’s Account will be treated as if authorized by such User, except where such access was obtained as a direct result of a security breach caused by Tuio’s negligence.

(g) If any payment or transactions between Tuio and a User is subsequently disputed, Tuio may suspend the User’s access to the Account and/or Services, pending resolution of the dispute.

(h) Tuio will report all suspected fraud to the appropriate authorities including sharing transaction data and information with any relevant parties, to the fullest extent necessary to help prevent and detect crime.

(i) Tax Receipts. Your Facility may generate tax receipts or statements through the Services based on your payment history. Tuio provides the platform functionality only and is not responsible for the accuracy of any tax receipt amounts. Any questions regarding tax receipts should be directed to your Facility.

7. Tuio’s Responsibilities.

(a) We respect your privacy and the use and protection of your User Data, and any non-public, personal information. Your submission of personal information through the App is governed by our Privacy Policy. Our Privacy Policy may be viewed here: https://tuiopay.com/privacy/. The Privacy Policy is incorporated into and made a part of this Agreement. Tuio reserves the right to modify its Privacy Policy in its reasonable discretion from time to time. Our Privacy Policy is incorporated into this Agreement by reference.

(b) Tuio will provide basic support for the Services and assist as is commercially reasonable, and will maintain and issue fixes/patches to ensure that the Service is functioning to its reasonable specifications. Tuio shall use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) any planned downtime; or (b) any unavailability caused by circumstances beyond Tuio’s reasonable control, including but not limited to acts of government, flood, fire, earthquakes, acts of terror, strikes or other labour problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Tuio’s possession or reasonable control, and denial of service attacks.

8. Confidentiality.

(a) Definition. “Confidential Information” means any information about a User, or the User’s child (as the parent or legal guardian of such child) that is not generally available to the public, and includes all legal and financial information about a party, a party’s trade secrets, and any User Data. The party disclosing or providing access to information will be the “Disclosing Party” and the other party, the “Receiving Party.” For clarification, all User Data shall be considered the User’s Confidential Information.

(b) Obligation to Protect. The Receiving Party will not disclose or make available to any third party the Disclosing Party’s Confidential Information in any form without the express written approval of the disclosing party except as permitted herein. The Receiving Party will protect the Disclosing Party’s Confidential Information with at least the same level of care as it protects its own Confidential Information and, in any case, with no less than a reasonable standard of care.

(c) Use; Disclosure to Personnel. The Receiving Party may use the Disclosing Party’s Confidential Information as provided in this Agreement, which shall include use to the extent necessary to perform its obligations under this Agreement, and may disclose such Confidential Information within its own organization or to contractors or agents with a specific need to know such Confidential Information to allow the Receiving Party to perform hereunder. For the purposes of this Section, a party’s organization includes third-party consultants, such as financial advisors and lawyers, provided such consultants are bound by confidentiality obligations at least as strict as those set forth herein.

(d) Compelled Disclosure. It will not be a violation of this Section if the Receiving Party discloses the other’s Confidential Information under subpoena or other demand or requirement to comply with applicable laws, provided that the Receiving Party provides the Disclosing Party with prior written notice of the requested disclosure sufficiently in advance to allow the Disclosing Party to contest or seek to limit the disclosure or seek a protective order or similar instrument. Failure to provide such notice, unless prohibited by applicable laws, will constitute a material breach of this Agreement.

(e) Personal Data. The storage and security of all Confidential Information and User personal data is described in Tuio’s Privacy Policy.

9. Term, Termination, and Expiration.

(a) Term and Termination.

(i) This Agreement begins on the Effective Date and continues for as long as the User or the User’s child (as the parent or legal guardian of such child) is enrolled in a Facility or a program provided by a Facility, or until the User requests Tuio, in writing, to terminate their Account and this Agreement. However, regardless of the termination or expiration of this Agreement, the terms of this Agreement that shall naturally survive the termination of this Agreement shall survive.

(ii) Tuio may terminate User’s Account or access to the App or Service if, under appropriate circumstances, Tuio determines User has violated any of the provisions of the Agreement, or its Privacy Policy. If Tuio terminates User’s access to the App or Service, your User Data, and all other data will no longer be accessible through your Account, but those materials and data may persist and appear within the App. Upon termination, all licenses and other rights granted to you in this Agreement will immediately cease.

(b) Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, all licenses granted herein will cease, unless stated otherwise as a perpetual license. In addition, the sections that by their nature should so survive, shall survive any termination or expiration. Upon any expiration or termination of this Agreement, User’s right to access and use the Service will automatically terminate, and User may not continue to access or use the Service. Following the termination or expiration of this Agreement, Children’s Personal Information associated with User’s Account is de-identified and subsequently irreversibly anonymized in accordance with the data retention provisions of Tuio’s Privacy Policy. For all other User Data, Tuio will have no further obligation to maintain or provide such data and has the right to delete and/or destroy all copies thereof held by it. Tuio will have no liability arising out of or related to Tuio’s exercise of its termination rights under this Agreement.

10. Limitation of Liability and Indemnification.

(a) Limitation of Liability.

(i) EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL TUIO OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES, THE SERVICES OR ACTIONS OF ANY FACILITY, THE APP, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE APP REGARDLESS OF WHETHER TUIO HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF USER DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

(ii) IN NO EVENT SHALL TUIO’S LIABILITY TO YOU OR ANY THIRD PARTY ACTING UPON YOUR BEHALF, FOR ANY CAUSE, CLAIM, ACTION, DEMAND, OR EXPENSE (INCLUDING REASONABLE ATTORNEY’S FEES) ARISING OUT OF THE TERMS OF THIS AGREEMENT, EXCEED THE AMOUNT OF TWO HUNDRED AND FIFTY CANADIAN DOLLARS ($250.00). NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE PRIVACY LEGISLATION, INCLUDING CHILDREN’S PRIVACY LAWS, TO THE EXTENT SUCH LIMITATION WOULD BE PROHIBITED BY APPLICABLE LAW.

(b) Indemnification.

(i) TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS TUIO, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSORS, INDEPENDENT CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSS, LIABILITIES, DAMAGES, EXPENSES, DEMANDS, AND COSTS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO ATTORNEYS’ FEES AND COSTS OF ANY LITIGATION OR OTHER DISPUTE RESOLUTION, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH OR RELATED TO (1) YOUR USE, MISUSE, OR ATTEMPT TO USE THE APP AND SERVICES, (2) USER DATA OR INFORMATION YOU SUBMIT OR TRANSMIT THROUGH THE APP, (3) YOUR BREACH OF THIS AGREEMENT, OR THE REPRESENTATIONS AND WARRANTIES PROVIDED BY YOU IN THIS AGREEMENT, OR (4) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD-PARTY.

(ii) USER WILL, AT ITS SOLE COST AND EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS TUIO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONTRACTORS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, OR EXPENSES (“CLAIMS”) ASSERTED BY A THIRD-PARTY AGAINST ANY TUIO INDEMNITEE OR INCURRED OR SUFFERED BY ANY TUIO INDEMNITEE AS A RESULT OF SUCH THIRD-PARTY CLAIMS TO THE EXTENT ARISING OUT OF, RELATING TO OR ALLEGING FACTS THAT, IF PROVEN, WOULD CONSTITUTE TO INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT PROVIDED BY USER (INCLUDING USER DATA) WHEN USED AS PERMITTED BY TUIO UNDER THIS AGREEMENT.

(c) Alternatives/Modifications. If Tuio becomes aware of an actual or potential intellectual property infringement Claim, or if User provides Tuio with notice of an actual or potential intellectual property infringement Claim, then Tuio may at its sole option: (i) procure for User the right to continue to use the Service; or (ii) replace or modify the Service with equivalent or better functionality so that User’s use is no longer infringing; or (iii) if (i) or (ii) are not commercially reasonable, terminate provision of the Service.

11. Warranty Disclaimer.

YOUR USE OF THE APP AND SERVICES AND THE TUIO ACCOUNT IS AT YOUR OWN RISK. THE APP AND SERVICES AND TUIO ACCOUNT AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT MADE AVAILABLE ON OR THROUGH THE APP AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND SERVICES AND YOUR USE THEREOF.

The information presented on or through the App is made available solely for general/recommendation purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk and responsibility. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the App, or by anyone who may be informed of any of its contents.

Unless otherwise expressly provided in writing and/or except as explicitly set forth in another section of this Agreement, Tuio (a) does not warrant that any of the Services described herein, or any part of them or its App, will be uninterrupted or error free; and (b) makes no warranties or representations either expressed or implied including without limitation any implied warranty of quality, merchantability or fitness for any particular purpose, non-infringement, non-interference, or safety and security regarding the Services provided.

User expressly acknowledges and accepts that there are risks inherent in internet connectivity that could result in loss or unauthorized access, and Tuio does not provide or guarantee absolute data security. Notwithstanding the foregoing, and without limiting its obligations elsewhere herein, Tuio, at all times, shall exercise commercially reasonable efforts to ensure that the Services, and maintenance of those components will comply with industry standards.

12. Additional Terms.

(a) Notices. All notices, requests, demands and other communications will be in writing effective upon receipt if personally delivered or sent by overnight delivery via nationally recognized courier service that provides proof of delivery to the addresses set forth above, if to User or Tuio. A party may designate another address by providing prior written notice as required.

(b) Applicable Law / Dispute Resolution / Jurisdiction. This Agreement shall be governed and construed in accordance with the Laws of Canada and the Province of Ontario, excluding its conflicts of Laws provisions. The parties consent to the jurisdiction of the courts of Ontario for the adjudication of any Claims arising between them hereunder. User agrees that venue for any Claims brought by User shall be exclusively in the courts of competent jurisdiction located in Toronto, Ontario. Tuio may, at its option, bring Claims against User in the courts of Ontario or in any other court of competent jurisdiction.

(c) Injunctive Relief. The parties acknowledge that a breach of Section 8 (Confidentiality) will cause irreparable harm to the non-breaching party for which money damages may be inadequate. Therefore, the non-breaching party is entitled to seek equitable relief to enforce such provisions without the requirement to prove actual damages or post a bond. For clarity, all remedies a party may seek are cumulative and not exclusive.

(d) Severability. If any section, provision, or other portion of this Agreement is held to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction the remaining portion of the applicable instrument will, in any event, remain valid and effective.

(e) Counterparts. This Agreement may be executed in any number of identical counterparts, including PDF counterparts, each of which will be deemed to be an original for all purposes, but all of which will constitute one and the same agreement, facsimile or electronic signature to suffice. This Agreement may also be accepted upon User activating his or her Tuio Account, which should also suffice.

(f) Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Moreover, Tuio may use contractors or subcontractors to fulfill its obligations but will remain liable for the performance of all such obligations and will be as liable for the acts or omissions of such subcontractors as it would be for its own.

(g) Entire Agreement. This Agreement, including the Privacy Policy, and any applicable schedules or forms, constitute the entire agreement among User and Tuio as to its subject matter, superseding any prior or contemporaneous agreements, arrangements, or other relationships or documents, whether written or oral and may not be changed other than in a written document signed by the parties.

(h) Interpretation. The headings in this Agreement are for convenience only and will not affect interpretation of these instruments. Terms defined in their singular form will be considered defined in their plural form and vice versa.

(i) Publicity. Neither party may issue press releases relating to this Agreement without the other party’s prior written consent. Each party may include the name and logo of the other party in lists of Users or vendors in accordance with the other party’s standard guidelines.

(j) Force Majeure. No party will be responsible for delays or failures in performance to the extent caused by acts of God, epidemic and pandemic, war, terrorism, civil disturbance, fire, flood, storm, slide, earthquake, pestilence, or other similar event beyond the control of the party affected making it illegal or impossible for the party to perform or timely perform, as applicable (“Force Majeure”). If any Force Majeure occurs, the party claiming the Force Majeure will promptly notify the other. The party claiming the Force Majeure will use commercially reasonable efforts to eliminate or remedy the Force Majeure. This section will not apply to excuse a permanent failure to make any payment when due.

(k) Arbitration and Class Action Waiver. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that cannot be resolved through good-faith negotiation between the parties within thirty (30) calendar days shall be resolved by binding arbitration administered in Toronto, Ontario, in accordance with the applicable rules of the ADR Institute of Canada (or, for US-based Users, the American Arbitration Association), before a single arbitrator. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitration shall be conducted in English. Each party shall bear its own costs and expenses of arbitration, and the parties shall share equally the fees of the arbitrator, unless the arbitrator determines otherwise. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT. Each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial. This section shall survive the termination or expiration of this Agreement. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction as provided in Section 12(c).