Terms of Use

TERMS OF USE

Updated July 2019

These terms and conditions, hereinafter referred to as "the Terms", apply to your use of the Tudu website at www.whatstudu.com, hereinafter referred to as “the "Website", the Service, as well as to all information, recommendations and/or services provided to you on or through the Website, the Service and the Website.

Please read these Terms carefully before using our Website, Website, or Service. By using or accessing any part of the Website, whether now or in the future, you agree to abide by these Terms and any additional terms applicable to any programs you may elect to participate. We reserve the right to change the Terms anytime by changing them on this page.

The personal information you provide via the Website will be collected, used, managed and disclosed in accordance with our Privacy Policy.

These Terms are between you and Tudu, hereinafter referred to “us”, “we”, “our”, and “Tudu”. Tudu is a company registered in Ontario, Canada.

OUR SERVICES

Our Website provides a way for you to purchase a package, hereinafter referred to as “the Experience”, containing different products and/or services, hereinafter referred to as "the Offer", from third party businesses. All Experiences provided by Tudu to you by means of your use of the Website are hereinafter referred to as “the Service".

OUR ROLE

Tudu does not provide the Offer, or operate any of the businesses. The provision of the Offer and fulfillment of any Offer by the business to you is subject to the agreement (to be) entered into between you and the business and the agreement entered into between the business and Tudu. It is up to the business to fulfill the Offer, which may be purchased as part of an Experience through the use of the Tudu Website.

Tudu only acts as an intermediary between you and the businesses, acting as the agent to create an Experience consisting of a number of businesses. The businesses will arrange and conclude the Offer. When you pay for an Experience on the Website, this extinguishes your debt owed to the business for that Offer.

USING THE WEBSITE OR SERVICE

By using the Website or Service, you are entering into a contract with Tudu under these Terms. In order to be able to use the Service, you first need to sign-up with Tudu. When signing-up, you are obligated to provide Tudu with certain personal information, including your e-mail and payment card data. Upon successfully signing-up with Tudu, Tudu will provide you with a personal account, accessible for you with a password of your choice.

In connection with your use of the Service, Tudu may send you e-mail messages. These e-mail messages may be sent for various reasons, including for security purposes (e.g. verifying that your account is connected to the e-mail you entered upon registration) and confirmation purposes (e.g., confirming and providing information on the purchase of an Experience). For information about promotional and marketing messages, please refer to our Privacy Policy.

In order to use our Website or Service, you must:

be at least the age of majority or older in your jurisdiction of residence
reside in a jurisdiction that does not restrict the use of the Service because of your age, or does not restrict the ability to enter into contracts such as this one due to age - you must abide by such age limits and you must not use the Service.
be the age of majority to enter into a binding contract or be authorized to enter into and bind the entity to these Terms and register for the Service if you are registering on behalf of a legal entity.

HOW TO USE THE WEBSITE AND SERVICE

The Website allows you to purchase an Experience, a package that contains a number of Offers. After a purchase, links will be provided in a confirmation e-mail. The Offers can be redeemed at the business locations when a code is entered by a staff member at the links provided. The business has the sole responsibility of fulfilling an Offer unless unforeseen circumstances occur. All sales are final. All businesses participating in a purchased Experience are bound under an agreement with Tudu to attempt to fulfill all verified Offers given that all terms and conditions are met (e.g., valid times for redemption of an Offer). If a business is unable to fulfill an offer, the business should provide compensation with an alternative offer. When an Experience is purchased, an e-mail message will be sent to you containing the links to redeem the offers included in the Experience, and directions between the locations.

If you have any issues with your Experience due to unforeseen circumstances out of the control of you or the business, you may contact us directly ([email protected]) and we will assist you in resolving your issue.

YOUR USE OF THE SERVICE

You warrant that the information you provide to Tudu is accurate and complete and that you will keep the information you have provided to Tudu current on the Website. Tudu is entitled at all times to verify the information that you have provided and to refuse the Service without providing reasons.

You may only access the Service using authorised means. It is your responsibility to check to ensure you access the correct Website address. Tudu reserves the right to terminate the Service and the use of the Website should you be using the Service or Website with an incompatible or unauthorised device.

By using the Website or the Service, you further agree that:

You will only use the Service for your sole, personal use and will not resell it to a third party;
You will not authorise others to use your account;
You will not assign or otherwise transfer your account to any other person or legal entity;
You will not use an account that is subject to any rights of a person other than you without appropriate authorisation;
You will not use the Service or Website for unlawful purposes, including but not limited to sending or storing any unlawful material or for fraudulent purposes;
You will not use the Service or Website to cause nuisance, annoyance or inconvenience;
You will not impair the proper operation of the network;
You will not try to harm the Service or Website in any way whatsoever;
You will not copy, or distribute the Website or other Tudu Content without written permission from Tudu;
You will keep secure and confidential your account password or any identification we provide you which allows access to the Service and the Website;
You will provide us with whatever proof of identity we may reasonably request;
You will only use our Website or Service through an internet connection you are authorized to use;
You will comply with all applicable laws including, secondary legislation of the area in which you are present while using the Website or Service.

Tudu reserves the right to immediately terminate the Service and the use of the Website should you not comply with any of the above rules.

PAYMENT

The use of the Website and the Service is available to you free of charge. Tudu reserves the right to introduce a fee for the use of the Website and/or the Service. If Tudu decides to introduce such a fee, Tudu shall inform you accordingly and allow you to either continue or terminate your use of the Service.

Tudu shall charge you for an Experience. You agree that Tudu may charge you the total amount for the Experience using the payment method provided by you when registering for the Service. You are responsible for the timely payment of all fees and for providing Tudu with a valid method of payment at all times. Any payment made is non-refundable. Payment options available to you when registering for the Service includes PayPal, and may also include at a future date, major debit/credit cards.

Tudu uses a third-party, Paypal, to process payments to the Service.

The processing of payments or credits, as applicable, in connection with your use of the Website and Service will be subject to the terms, conditions and privacy policies of your credit card issuer in addition to these Terms. Tudu is not responsible for any errors by the Payment Processor.

INDEMNIFICATION

By accepting these Terms and using the Website or Service, you agree that you shall indemnify and release Tudu, its affiliates, its licensors, and each of their officers, directors, other users, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; your violation of any rights of any third party, including businesses arranged via the Website, or your use or misuse of the Website or Service.

LIABILITY

The information, recommendations and content provided to you on or through the Website, the Service and the Website are for general information purposes only and do not constitute advice. Your use of the Service and Website are at your sole risk. Tudu's Website and Service are provided on an "as is" and "as available" basis. Tudu does not guarantee that (the contents of) the Website or Website are free of errors, defects, malware and viruses or that the Website or Website are correct, up to date or accurate. Tudu shall not be liable for any damages resulting from the use of (or inability to use) the Website or Website, including damages caused by malware, viruses or any incorrectness or incompleteness of the content of the Website. Tudu shall further not be liable for damages resulting from the use of (or the inability to use) electronic means of communication with the Website, including but not limited to, damages resulting from failure or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by computer programs used for electronic communications and transmission of viruses.

Without prejudice to the foregoing, and insofar as allowed under law, Tudu's aggregate liability to you shall in no event exceed CAD$50.00.

By using our Services, if there is a dispute between you and any business regarding the accuracy or information provided on or through our Website or Service, you may contact us directly ([email protected]) and we will assist you in resolving your issue directly with the business.

Tudu, its employees, and its partners make no warranty or condition that (i) the Website or Service will meet your requirements; (ii) the Website or Service will be uninterrupted, timely, secure or error-free; (iii) the quality of any products, services, information or other material purchased or obtained by you through the Website or Service will meet your personal expectations.

For the avoidance of doubt nothing in these terms shall affect your statutory rights. Nothing in these terms shall limit or exclude our liability to you that, by applicable law, may not be limited or excluded.

You expressly understand and agree that Tudu, its employees, and its partners shall not be liable to you for any loss of profits, goodwill, data (excluding personal information collected), opportunity or sales, or for any punitive, indirect, incidental, special, consequential or exemplary damages or other intangible losses (even if Tudu has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the service or Website; (b) the cost of procurement of substitute goods and services; (c) unauthorized access to or alteration of your transmissions or data; or (d) any other matter relating to the Service or Website.

Tudu will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control.

LICENSE GRANT, RESTRICTIONS AND COPYRIGHT POLICY

For the purpose of these Terms, the following definitions apply:

"Content" means all content featured or displayed, including, but not limited to, logos, icons, trademarks, text, graphics text, graphics, photographs, images, moving images, sound, illustrations, music, software (excluding the Website), opinions, remarks, comments, artwork, links, questions, suggestions, information or other materials.

"Tudu Content" means Content owned or used by Tudu, its affiliates or licensors and made available through the Website, Service or Website, including any Content licensed from a third party, but excluding User Content.

"Tudu Group" means collectively Tudu and any other affiliate, subsidiary, parent or sister company of Tudu.

"User" means a person who accesses or uses the Service or Website.

"User Content" means Content that a User posts, uploads, publishes, submits or transmits to be made available on the Website or through the Service or Website.

"Collective Content" means, collectively, Tudu Content and User Content.

Subject to your compliance with these Terms, Tudu grants you a limited, non-exclusive, non-transferable license:

to view, download and print any Tudu Content solely for your personal and non-commercial purposes; and
to view any User Content to which you are permitted access solely for your personal and non-commercial purposes.

Unless otherwise stated, the copyright and other intellectual property rights in the Website and/or Website and in material published on it (including without limitation photographs and graphical images) are owned by us, the businesses, or our other licensors. These works are protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved. For the purposes of these Terms, any use of extracts from the Website other than in accordance with these Terms is prohibited.

You have no right to sublicense the license rights granted in this section.

You may not use, copy, adapt, modify, create derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, reproduce, transmit, stream, broadcast or otherwise exploit the Website, Service, Website or Collective Content, except as expressly permitted in these Terms. You may not reuse any Collective Content without first obtaining the written consent of Tudu. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Tudu or its licensors, except for the licenses and rights expressly granted in these Terms. Any rights not expressly granted in these Terms are reserved.

LICENSE GRANTED BY USER

We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content on the Website or through the Service or Website. User Content will be deemed non-confidential and non-proprietary. By providing User Content to Tudu, you grant Tudu a non-exclusive, royalty-free, right to use, copy, distribute and disclose to third parties any User Content for any purpose, in any medium and throughout the world ("License Grant").

You acknowledge that Tudu only acts as a passive conduit for the distribution of the User Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Content. Tudu does not continuously monitor User Content published by you or moderate between Users, nor shall Tudu be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Content do not necessarily represent those of Tudu.

Any use by you of the User Content is entirely at your own risk. You represent and warrant that any User Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph.

You agree to indemnify Tudu, its affiliates and licensors against all costs, expenses, damages, losses and liabilities incurred or suffered by Tudu or its affiliated companies related to any User Content posted or transmitted by you or your other use of the Service or the Website.

Tudu reserves the right at its sole discretion to block or remove (in whole or in part) any User Content posted or transmitted by you and which Tudu believes is not in accordance with these Terms (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to Tudu.

You agree to promptly notify Tudu in writing of any User Content which breaches these Terms. You agree to provide to Tudu sufficient information to enable Tudu to investigate whether such User Content breaches these Terms. Tudu agrees to make good faith efforts to investigate such complaint and shall take such action as Tudu in its sole discretion decides. However, Tudu does not warrant or represent that it will block or remove (in whole or in part) such User Content.

YOU SHALL NOT

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or Website in any way;
modify or make derivative works based upon the Service or Website;
create Internet "links" to the Service or "frame" or "mirror" any Website on any other server or wireless or Internet-based device;
reverse engineer or access the Website in order to
design or build a competitive product or service,
design or build a product using similar ideas, features, functions or graphics of the Service or Website, or
copy any ideas, features, functions or graphics of the Service or Website, or
launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Website. misuse the Website and/or the Website (including by hacking or "scraping").
send spam or otherwise duplicative or unsolicited messages of any kind in violation of applicable laws;
send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or anything which would violate third party privacy rights;
send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
interfere with or disrupt the integrity or performance of the Website or Service or the data contained therein; or
attempt to gain unauthorized access to the Website or Service or its related systems or networks.

Tudu will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Tudu may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Tudu has no obligation to monitor your access to or use of the Website, Service, or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Website, and Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Tudu reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Tudu, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Service or Website.

INTELLECTUAL PROPERTY OWNERSHIP

Tudu alone (and its third party licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, Website and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website, Website or the Service.

These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Website, the Website or the Service, or any intellectual property rights owned by Tudu. Tudu's name, logo, and the product names associated with the Website and Service are trademarks of Tudu, its affiliated companies or third parties, and no right or license is granted to use them.

THIRD PARTY INTERACTIONS

During use of the Website and the Service, you may enter into correspondence with, purchase goods or services from, or participate in promotions of businesses, advertisers or sponsors through a link on the Website. These links take you off the Website, the Website and the Service and are beyond Tudu's control. The websites you can link to have their own separate terms and conditions as well as a privacy policy. Tudu is not responsible and cannot be held liable for the content and activities of these websites. You therefore visit or access these websites entirely at your own risk.

Please note that these other websites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use or privacy policies on those websites prior to using them.

TERMINATION

You can close your user account at any time by following the instructions on Tudu's website.

Tudu is entitled to terminate your use of the Service at any time without notice and with immediate effect (by disabling your use of the Website and the Service) for any reason, including, if you: violate or breach any term of these Terms, or in the opinion of Tudu, misuse the Website or the Service.

ENTIRE AGREEMENT

The Terms (including any referenced documents) constitute the entire agreement between you and Tudu and governs your use of the Website and Service, superseding any prior version of these Terms between you and Tudu.

WAIVER AND SEVERABILITY OF TERMS

The failure of Tudu to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

MODIFICATION OF THE SERVICE AND TERMS

Tudu reserves the right, at its sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Service or Website (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you notice through the Service, Website or via email. Tudu may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. Such modification will not apply to any Experiences already purchased.

NOTICE

Tudu may give notice by means of a general notice on the Service or Website, or by electronic mail to your email address on record in Tudu's account information in Tudu's account information.

ASSIGNMENT

You may not assign your rights under these Terms without prior written approval of Tudu.

APPLICABLE LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.