Terms of Service

This Terms of Service is between Tide Spark Inc. ("Tide Spark", "our", "we" or "us") and you, either individually, or on behalf of your enterprise ("you" or "your"). We offer to our customers ("Customer(s)"), and other related services ("Solution"), in addition to our website located at https://www.tidespark.ca/ ("Website") and its subdomains. The Website together with the Solution and related services shall be referred to herein as the "Services".

By taking an action to indicate acceptance or by using a Trial Service or Free Service, you acknowledge that you have read and understood these Terms, which constitute a binding legal agreement between you and Tide Spark.

1. THE SERVICES

Access to the Services. Subject to compliance with these Terms, Customer is provided with a limited, non-exclusive, non-assignable, royalty-free, limited right to access and use the Website and Solution for Customer's internal business purposes.

Modification of the Services. Tide Spark may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities.

Availability. Tide Spark does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free.

Third-Party Services. The Services may integrate with or rely on artificial intelligence technologies powered by machine learning and third-party platforms and services that are not owned or controlled by Tide Spark.

2. REGISTRATION AND ACCOUNT

You must be at least eighteen (18) years of age to use the Services. To use the Solution, Customer must register and open an account. You are responsible for maintaining the confidentiality of your Registration Data and for all activities that occur under your Account.

3. USE OF THE SERVICE

Tide Spark Responsibilities. Tide Spark shall use, modify, or disclose all electronic data in accordance with applicable laws, maintain security and integrity of the Services, provide basic support, and use commercially reasonable efforts to make the Services available 24/7.

Customer Responsibilities. Customer is responsible for all activities under its Account, obtaining all consents and third-party licenses, accuracy of Customer Data, preventing unauthorized access, and complying with all applicable laws.

Use Guidelines. Customer shall not license, sublicense, sell, resell, rent, or otherwise commercially exploit the Services, use the Services to send spam, send or store viruses, interfere with the Services, or attempt to gain unauthorized access.

4. FEES AND PAYMENT

To use the Solution, Customer must pay the applicable Subscription fee. Subscription Fees are automatically processed and billed monthly or annually. All Fees are non-refundable. Any overdue payments may accrue late charges at the rate of 1.5% per month. All Fees are exclusive of any taxes.

5. TERM AND TERMINATION

Customer may select a monthly or annual Subscription term. Upon expiry, Customer's Subscription shall be automatically renewed. Tide Spark may terminate your ability to access the Services due to discontinuance, breaches, or insolvency.

6. INTELLECTUAL PROPERTY RIGHTS

Any proprietary and intellectual property rights in and to the Services are the property of Tide Spark and/or its licensors. The Services are licensed to you and not sold. Customer and its licensors retain all rights in Customer Data.

7. CONFIDENTIALITY

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission.

8. DISCLAIMERS AND WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED, TIDE SPARK MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

Tide Spark shall defend Customer against IP Claims. Customer shall defend Tide Spark against claims arising from Customer's breach of these Terms, negligence, breach of third party rights, or claims arising from Customer Data.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL TIDE SPARK HAVE LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. TIDE SPARK'S LIABILITY SHALL NOT EXCEED THE FEES PAID DURING THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION.

11. GENERAL

Governing Law. These Terms will be governed by the laws of the Province of Ontario, Canada. Any dispute will be brought in the competent courts of Ontario, Canada.

Dispute Resolution. Before initiating legal action, the parties agree to work in good faith to resolve disputes. If not resolved within 30 days, parties will attempt mediation. If not settled by mediation within 30 days, the dispute shall be resolved by binding arbitration at ADR Chambers in Toronto, Ontario.

Assignment. Neither party may assign any rights without prior written consent. Tide Spark may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale.

Entire Agreement. These Terms, including our Privacy Policy and any applicable Additional Terms, constitute the final, complete, and exclusive agreement between the parties.