OUTSPOTTER INC. TERMS OF SERVICE

Outspotter Inc. (“Outspotter”, “We”, “Us”) owns and operates the Outspotter mobile applications (the “App”) and website, available at https://outspotter.com/ (the “Website”) which We use to make available our city tourism services (collectively the “Services”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE OUTSPOTTER WEBSITE OR SERVICES. BY ACCESSING OR USING THE WEBSITE OR SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, AS WELL AS THE OUTSPOTTER PRIVACY POLICY. IF YOU DO NOT AGREE WITH ANY OF THE TERMS, YOU CAN NOT USE THE WEBSITE OR SERVICES.

  1. OUTSPOTTER SERVICES

1.1 Services. The Outspotter Services allow users to participate in various city tourism experiences, such as self-guided walking tours and scavenger hunts (the “Experiences”). Users may connect to the Services online, pay for the experience, and receive communications through (a) SMS Text Message, (b) Email or (c) App notifications, identifying their next clue and/or next location. Users may participate in the Experiences individually or as a group of Users.  The Services must be used through a personal mobile device by way of SMS text messaging, email platforms or if the User has downloaded the App.

1.2 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and Users of the Website and Services (“you,” “your,” and “Users”). Outspotter may modify these Terms at any time in our sole discretion by posting a notice on the Website or App. Any changes will take effect 30 days from the date of posting of an update to these Terms.

  1. REGISTRATION AND ACCOUNTS

2.1 Registration. In order to use Outspotter’s Services, Users must register for an account through Outspotter. Users purchasing the Experiences may be required to provide valid credit card information.

2.2 Eligibility. By registering for an account, You represent and warrant that all information provided is accurate. If you register as a business entity or other organization, you represent that you have the authority to bind the entity to this agreement. The Services are only available in certain locations, as listed on our Website.

2.3 Personal Information. When registering with Outspotter, you may be asked to provide certain personal information. This information will be collected, used and disclosed in accordance with our Privacy Policy, which is available at: https://outspotter.com/privacy/. If you provide personal information of a third party, you represent and warrant that you have received consent from that party to provide the personal information to Outspotter in accordance with our Privacy Policy.

2.4 Billing Account. Users who purchase Experiences are required to provide valid credit card information or other acceptable payment information in order to register for the Services (collectively known as “Billing Account”), which will be provided to Outspotter’s third-party payment processor (“Payment Processor”) and used to charge the User purchase fee, which is quoted to You on the browsing page. You shall promptly advise Outspotter if such your Billing Account changes due to loss, theft, cancellation, expiry, or otherwise, and Users shall be liable for any failure to pay the purchase fee caused by out-of-date billing information.

2.5 System Logs & Cookies. Cookies are used by us to track content usage and traffic on the Website.  A cookie is a feature of your web browser that consists of a text file that is placed on your hard disk by a web server.  The Website uses cookies to help it compile aggregate statistics about usage of this Website, such as how many users visit the Website, how long users spend viewing the Website, and what pages are viewed most often.  This information is used to improve the content of the Website.  You can set your browser to notify you when you are sent a cookie.  This gives you the chance to decide whether or not to accept it.  If you disable cookies, you may not be able to take advantage of all the features of the Website.  We do not link any of the information we use in cookies to any personally identifiable information submitted by you when you are on the Website.

  1. DISCLAIMERS

USE OF THE SERVICES ARE AT YOUR OWN RISK. OUTSPOTTER SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, ARISING OUT OF YOUR USE OF THE SERVICES, YOUR PARTICIPATION IN THE EXPERIENCES OR CAUSED BY ANOTHER USER OF THE SERVICES. USERS ARE SOLELY RESPONSIBLE FOR RESPECTING APPLICABLE LAWS, INCLUDING BUT NOT RESTRICTED TO, LAWS PROHIBITING TRESPASSING, TRAFFIC LAWS AND OTHER MUNICIPAL BYLAWS.

3.1 Access to Locations and/or Landmarks. Outspotter is not liable for any restricted access to any of the locations and/or landmarks included on the tour for any reason.

3.2 Expenses. By using the Services, the User agrees that the User shall incur all expenses related to traveling to and from any of the locations and/or landmarks included in the Experiences. If the User chooses to participate in any of the additional tours and/or services offered at any of the locations and/or landmarks included on the tour, the User agrees that the User shall be responsible for the payment of the accompanying purchase fees. Users are solely responsible for any data charges they incur as a result of using the Services.

  1. PAYMENT TERMS

4.1 Fees. There are no fees to register for the Outspotter Services. Users are solely charged a one-time purchase fee per Experience they choose to purchase. Such a fee is payable to Outspotter (collectively “Outspotter Fees”) at the time of purchase. Outspotter reserves the right to change its fees at any time. Under no circumstances will Outspotter provide refunds for purchases.

4.2 Payment Method. Users hereby agree that all payments will be processed using Outspotter’s third-party Payment Processor, Stripe, and that all such payments will be governed by the Payment Processor’s terms and conditions available at https://stripe.com/en-ca/checkout/legal or as otherwise published by the Payment Processor. By subscribing to the Services, you authorize Outspotter to charge your Billing Account in accordance with these Terms.

4.3 Taxes. Outspotter’s Fees are subject to applicable taxes which will be determined by Outspotter and added to the respective fees.

4.4 Refunds. All purchases are final sale. Outspotter does not offer refunds for the Experiences.

  1. LICENSE; INTELLECTUAL PROPERTY

5.1 License. Subject to your compliance with these Terms and your payment of any of Outspotter’s Fees owed hereunder, Outspotter grants you a non-transferable, non-exclusive, license to access and use the Website and the Services (the “License”) and to download a copy of the App. Except as explicitly provided herein, nothing in the Terms gives you a right to use the Outspotter names, trademarks, logos or other distinctive brand features without our prior written consent. The App is licensed, not sold.

5.2 Reservation of Rights. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Outspotter Content”), and all intellectual property rights related thereto, are the exclusive property of Outspotter and its licensors. Use of the Outspotter Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

5.3 Feedback. You may choose to, or we may invite you to submit comments or ideas about the Website, App, and Services, including but not limited to, about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Outspotter under any fiduciary or other obligation, and that we are free to use the Feedback without any compensation to you, and free to disclose the Feedback on a non-confidential basis or on any other basis, to anyone.

5.4 User Content. Outspotter does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by you through use of the Outspotter Website, App or Services (“User Content”). However, by using the Website, App and/or Services, you grant Outspotter a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of providing the Services and Experiences.

  1. RESTRICTIONS

Outspotter may impose certain limitations on the use of the Website or Services, including, but not limited to restricting the number of accounts for which you may register, and/or imposing charges for certain features of the Services. You agree to use the Outspotter Website and the Services only for purposes as permitted by these Terms. Outspotter reserves the right to modify or impose any limitations on the use of the Outspotter Website and the Services at any time, with or without notice to you. We also reserve the right at all times to terminate any use of the Outspotter at any time without any liability whatsoever. In using the Outspotter Website and/or the Services you shall not:

(a) intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;

(b) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Outspotter Website, Services or Experiences;

(c) upload, post, email, transmit or otherwise make available any material that:

  • is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
  • you do not have a right to make available under any law or under a contractual relationship;
  • infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
  • is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • 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 data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
  • contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;

(d) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Outspotter Website, App or any software provided by us;

(e) use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

(f) “stalk” or harass any other User of our Services or collect or store any information about any other User other than for purposes of transacting with one another;

(g) register for more than one User account or register for a User account on behalf of an individual other than yourself;

(h) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

(i) use automated scripts to collect information or otherwise interact with the Services or the Website;

(j) access or use the Website or Services for the purpose of copying any feature of the Website or Services or building a competitive product; or

(k) advocate, encourage, or assist any third party in doing any of the foregoing.

  1. INDEMNITY

You agree to defend, indemnify and hold Outspotter, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website or Services; (b) your use of the Website or Services; (c) any dealings between you and any persons with whom you communicate while using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another, including any intellectual property rights or privacy rights; or (f) your violation of any contract you enter into with another User of the Service. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.

  1. TERM; TERMINATION

8.1 Termination by Outspotter. Outspotter may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms, or any other policies or guidelines that are referenced herein and/or posted on the Website or through the Services; (b) discontinuance or material modification to the Services or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Outspotter Website or the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Outspotter in its sole discretion, and Outspotter will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.

8.2 Closing of Account by User. At any time, a User may terminate the User’s account, provided that all amounts owed to Outspotter have been paid.

  1. THIRD-PARTY CONTENT

9.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from tourism-related agencies, and from other third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that Outspotter shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.

9.2 Links. The Website may contain links to other websites that are not owned or controlled by Outspotter. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by Outspotter of that third party, third-party product or service. Outspotter is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) or any advertisements does not imply that Outspotter endorses or accepts any responsibility for the content or use of such websites, and you hereby release Outspotter from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.

  1. DISCLAIMER OF WARRANTIES AND CONDITIONS

THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. OUTSPOTTER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE OUTSPOTTER WEBSITE AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUTSPOTTER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

  1. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL OUTSPOTTER BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THE OUTSPOTTER WEBSITE OR THE SERVICES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (C) ERRORS, MISTAKES, OR INACCURACIES IN ANY INFORMATION AVAILABLE ON THE WEBSITE OR APP, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, OR (E) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WITH WHOM YOU COMMUNICATE WITH WHILE USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUTSPOTTER’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED CANADIAN DOLLARS ($500) OR (B) ALL OUTSPOTTER’S FEES YOU’VE PAID IN THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

  1. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by the laws of British Columbia and the federal laws of Canada applicable therein. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of the City of Vancouver shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Outspotter Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

  1. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy, constitute the entire agreement governing the use of the Outspotter Website and the Services and all related activities. We reserve the right to modify or change the Outspotter Website and the Services at any time without notice or liability to you. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. Our failure to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. You may not assign any part of these Terms or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. Outspotter may assign these Terms for any reason without notice to you.

  1. ENGLISH LANGUAGE

It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

  1. CONTACT US

If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Outspotter Website or the Services, please contact us at: hello@outspotter.com.

Last Modified: 17 September, 2019