Terms of Service

Agreement to terms

These Terms set some basic ground rules for the use of our service. These small notes in grey boxes provide quick snapshots of sections or clauses but are not part of the legal terms.

Welcome to TangibleXP (our Service), a hosting & support service operated by Tangible Inc. (we, our, us). It is our pleasure to have you with us. We are a company in trade registered in Canada under business number and with our registered office at 407 McGill Street Suite 501 Montréal, Quebec H2Y 2G3, Canada .

We provide:
(a) Website operators (Customers) with the ability to host, create and manage their websites (Sites) with ongoing support; and
(b) students, users, and visitors to the Customers’ sites (the Public) with the ability to access Customer websites that we host.

When we use the terms you and your, we’re referring to our Customers and to members of the Public who access this website or any Site. We may change these Terms and our privacy policy at any time and will provide you with notice of the change. Continued use of our Service after any such changes constitutes your agreement to those changes.

By clicking the acceptance checkbox during your signup process or by using TangibleXP, you agree to these Terms of Service. If you do not accept these terms, do not register for an account, or purchase, access, or use TangibleXP in any way.

Terms with special meaning

Some words or phrases in these Terms have special meanings. Where that’s the case, they have capital letters and, when first defined, are in bold. Some are defined in particular clauses. A few are defined below.

When we use the term:

Fees, we mean the charges set out in our pricing plans, promotions or otherwise agreed upon with us, that you need to pay if you wish to obtain and continue to enjoy our premium Service offerings, as well as any additional charges payable as described in our pricing plans or on our website if you exceed the storage or usage allowances for your selected plan;

Intellectual Property Rights, we mean all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights and rights in designs); and

Use License, we mean a non-exclusive, worldwide, royalty free, perpetual and irrevocable license to store, copy, optimize, publish and otherwise use Customer Content, for the purposes of providing or promoting our Service, fulfilling our obligations under these Terms and exercising our rights under these Terms.

When we refer to agreeing to or permitting something “in writing”, that includes by electronic means such as email or via online support.

Becoming a Customer

To host and maintain a Site and to obtain support, you need to be a Customer and to pay all applicable Fees.

In order to use our Service, you may need to create accounts with usernames and passwords to access the dashboard for your site and other connected services.

You are responsible for selecting a secret and strong password and for maintaining the security of your username and password for each of your accounts.

Availability

We use commercially reasonable efforts to make sites that we host available 99.9% of the time during each monthly billing cycle. If we are unable to meet this service level, you will be eligible to receive a credit to apply to future billing cycles based upon the unavailability for that month. For the purposes of this agreement, unavailability means that your website returns a server error response to valid user requests for more than 60 seconds of consecutive requests, and in all cases that the unavailability is not because of local, regional, national or international outages. Server error response codes caused by errors in your application, such as a WordPress plugin conflict, do not count toward the calculation of availability.

Unavailability that is a result of scheduled maintenance is excluded from these conditions and will not be considered for service credit calculations. Scheduled maintenance is defined as maintenance that is announced at least 2 days in advance, and does not exceed one hour in any month. Typically, scheduled maintenance occurs in off-peak hours (usually in the early morning).

Service credits will be calculated as a percentage of the bill for the billing cycle that the unavailability occurred. The percentage for the credit will be calculated by dividing the number of minutes of unavailability by the total number of minutes in that billing cycle.

The Customer must request Service Credits within 30 days of the unavailability occurring.

Customer Responsibilities in Website Security

We employ security techniques when building and/or hosting your website. However, studies have shown that one of the most common ways that hackers gain access to websites is through keylogging programs installed on the infected computers of users. You agree to protect any computer that will log into the website by:

• Installing and maintaining updated security software
• Using the most up-to-date version of your preferred web browser
• Keeping the operating system patched with recommended updates
• Keeping versions of other installed software up to date if they are installed.

You also agree to use a strong password for any account you use to log in and edit your website, and that this password will only be used on your website. We recommend the use of a password manager so that you have strong unique passwords for every site you access.

Use of Third-Party Services by the Customer

From time to time, our customers might employ a third party (such as but not limited to a Search Engine Optimization professional, social media professional, or content writer) whose services involve modifications to the website.

We cannot be responsible for the work of a third party.

Should our services be necessary due to any work performed by a third party, these services are billable at our current hourly rate obtainable by contacting us at [email protected].

Our website hosting plans do not cover work necessary due to actions performed by a third party. Should our Services be necessary due to any work performed by a third party, these Services are billable at our Current Hourly Rate.

Email Deliverability

Occasionally, your website will send notification emails when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated by websites are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others.

Since we cannot control the receipt of email, we cannot be held responsible for any emails that were not delivered for any reason.
It is the customer’s responsibility to regularly check spam folders and website form and order interfaces for any notifications that were not delivered to the customer’s inbox.

Website Compliance

If your website or any associated data must meet compliance requirements of any kind for any entity, organization, or regulatory body (such as but not limited to HIPAA, FERPA, PCI, etc.), it is your responsibility to inform us of the specific compliance requirements involved as well as pay for any work required to achieve compliance should we agree to help you achieve such compliance. You are fully responsible for taking the necessary steps to achieve compliance with or without our help, and we cannot claim any level of compliance with any such requirements as we do not directly control how you set up your website.

We do not guarantee to meet any compliance for accessibility or other requirements unless we have explicitly agreed in writing to do so.

Disclosure to Law Enforcement

We will disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with the legal requests of law enforcement agencies.

Customer Content

It’s important, for both you as a Customer and us as your service provider, that you only use content on your Site that you’re allowed to use, that you respect other people’s rights, that you comply with applicable laws and that we’re protected where you don’t do these things. You retain ownership of your content but you allow us to use it to provide our Service.

You promise to us, now and in the future, that you do and will have all the rights you need to upload or otherwise add content to:
(a) your Site; or
(b) any other Site, blog or posting area on our Service to which you add content. We call this content Customer Content. Customer Content might include text, photographs, illustrations, design elements, code, audio files or video files.

You also promise that you will not, in connection with the use of your Site or any other area or feature of our Service:
(a) breach any laws or legally binding codes (including privacy, data protection and anti-spam laws);
(b) infringe any person’s Intellectual Property Rights or other legal rights (such as privacy or personality rights where they exist); or
(c) do anything else that gives someone a right of action against us or you or any third party, in each case in any jurisdiction and under any applicable law.

You are responsible for the consequences of your Site containing content that you allow other people to add to your Site. We do not review that content before it is published.

If we are so instructed by a licensor or supplier of any third party content (e.g., Customer Content that you don’t own or content added by Site users that they don’t own), we may give written notice to you to cease using that licensor’s or supplier’s content and you agree to comply with it. The notice may require you to delete the content.

If we believe or suspect that you have breached any of clauses in the “Customer Content” section we may:
(a) suspend, amend or delete the relevant Customer Content or other content; and/or
(b) suspend your access to our Service while we look into the matter.

If you have chosen to password protect your Site or portions of it, we will not openly publish any Customer Content or other content that you have password protected.

We do not claim ownership of Customer Content but, except as stated in this clause, you grant us a Use License. We appreciate that you may not be able to grant this Use License for stock media that you don’t own but are licensed to use. Where that is the case, you will ensure that the license you have to use that media permits reproduction on our Service. If it does not, you must not add that media (or, if it is already on the Service, you must remove it promptly).

We will not sell Customer Content to any third party.

Our Intellectual Property Rights

You’re only allowed to use our Intellectual Property Rights if we permit you to do so

Except for Customer Content and content added by members of the Public, we or our licensors are the owners of the Intellectual Property Rights in all materials on and comprising this Service.

You may not use our Intellectual Property Rights and materials unless:

(a)  you are authorized to do so under these Terms; or
(b) in relation to particular materials, you are authorized to do so by statements that accompany those materials; or
(c) we provide consent to you in writing.

Non-solicitation

You understand and agree that any attempt on the part of anyone from your organization to induce employees or contractors to leave our employ, or any effort to interfere with our relationship with our employees and contractors would be harmful and damaging to us. You agree that during your time working with us and for a period of two (2) years after the end of that term, you will not in any way, directly or indirectly:

• Induce or attempt to induce an employee or contractor of Tangible Inc. to quit employment or retainer with us;
• Otherwise interfere with or disrupt our relationship with our employees and contractors;
• Discuss employment opportunities or provide information about competitive employment to any of our employees or contractors; or
• Solicit, entice, or hire away any employee or contractor of Tangible Inc. for the purpose of an employment opportunity that is in competition with Tangible Inc. 

Fees and account upgrades and downgrades

You need to pay our Fees when due. They are charged monthly in advance. We may revise our Fees. You can change plans when we allow you to do so. We don’t issue refunds. We may charge fees on late payments.

You must pay all applicable Fees for our services at the time and in the manner we specify. Fees are subject to change on 30 days’ notice, with revised Fees applying from the date of the end of your currently paid-up period. Such notice may be provided at any time by our posting the changes to our website.
All Fees are exclusive of all taxes, levies or duties imposed by taxing authorities or law, and you shall be responsible for payment of all such taxes, levies or duties that may be payable in your jurisdiction.

Our Fees are charged in advance on a yearly or monthly basis paid up front before obtaining our Service. There will be no refunds or credits for partial periods of service, no upgrade/downgrade refunds and no refunds for periods during which you elect not to use our Service. Your subscription is for either 1 or 12 months and will automatically renew for the same term if not cancelled.

You acknowledge that exceeding your usage limits may cause a loss of data, features or the capacity of your account. We do not accept any liability for such loss.

If you don’t pay Fees owing to us when due, we may require you and you agree, to pay on demand, a late payment fee of 2% on any amount you owe us that is 21 days or more past due and an additional late fee of 2% per month calculated on a daily basis, from the 21st day after payment was due until the date you make payment. We also reserve the right to suspend or terminate your account if you fail to pay or are late in the payment of applicable Fees and/or interest. You acknowledge and accept that this may result in a loss of data.

Indemnity

Each party mutually agrees to indemnify and hold harmless the other party and such other party’s directors, officers, employees, agents and advisors, from and against any and all claims, demands, actions, losses, damages, liabilities, judgments, costs and expenses incurred or sustained solely and directly as a result of the negligent or willful acts or omissions of the indemnifying party in performance of this agreement.

Cancellation and termination

You’re responsible for cancelling your account. When you cancel, your content becomes inaccessible and we may delete it. We may suspend or terminate your account for certain reasons.

If you’re a Customer, you are responsible for properly cancelling your account. You can cancel your account at any time by contacting Support at [email protected]. Your account will not be cancelled until you receive an acknowledgement of receipt from us (we seek to process cancellation requests as soon as possible).

When your account is cancelled, you will not have further access to your Customer Content and we may delete it. Once deleted, your Customer Content cannot be recovered. It is, therefore, your responsibility to export any Customer Content or other content within your account and Site(s) that you wish to retain before cancelling your account. If you need assistance with this, please contact Support at [email protected].

If you cancel your account before the end of your current paid up period, your cancellation will take effect at the end of the relevant period and you will not be charged again.

If you are on a yearly subscription and wish to cancel your account before the end of your 12 month subscription, we may at our discretion allow an early termination by shutting down the service and refunding 50% of the remaining balance.

We may suspend your access to our Service or your Site, or terminate your account, in each case with or without notice, if you breach any of these terms or if we need to do so for security reasons. We also reserve the right to suspend or terminate our Service, or any part of it, as well as the right to refuse service to anyone, for any reason at any time. You will not be entitled to any refund of Fees already paid upon suspension or termination of your account.

Disclaimer and exclusion of warranties and liability

This means we don’t promise the Service will always work flawlessly. We won’t be liable for the consequences of a range of actions concerning our Service or content or other material on it.

You acknowledge that our Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, all warranties and representations in relation to our Service, whether express or implied, are excluded. Without limiting that statement, you acknowledge that we do not warrant or represent that our Service will operate without interruption or will be error-free.

To the maximum extent permitted by law, we disclaim and exclude, and you understand and agree that we will not be liable for, any direct, indirect, incidental, special, consequential, exemplary, punitive or other damages, losses, expenses or costs of any kind and on any legal basis (including negligence), including but not limited to any and all damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:

(a) your use of our Service or any Customer Content (whether your own or others’) or any other content on or linked to from our Service or your inability to use our Service;
(b) unauthorized access to or alteration of your Customer Content or any other content;
(c) the inclusion of any virus or malware in any Customer Content or other content or materials posted to our Service or any part of it;
(d) the statements or conduct of any third party on our Service;
(e) loss of data or information; or
(f) any other matter relating to our Service or its use.

General terms

These are a bunch of general legal terms that lawyers reckon we need to include. They protect our position and set out the law that governs these Terms and the place in which disputes will be heard (not that we think we’ll have any).

You promise and represent to us that:
(a) you have the legal right and authority to enter into these Terms and perform your obligations under them.
(b) you have reached the age of majority in the jurisdiction where you reside (you are not a minor).
(c) neither you or the organization you represent are subject to any sanctions or embargoes by the United States, Canada, the European Union, the United Kingdom or the United Nations.

You must not:
(a) modify, adapt or hack our Service or attempt to do any of these things;
(b) frame, embed or otherwise re-publish or re-distribute our Service (or any part of it) in another website or application, or by any other means, unless authorized by us in writing; or
(c) use our branding assets (such as but not limited to our logo) except as expressly authorized by us, either in writing to you or through, for example, a published trade mark or similar usage policy.

You promise:
(a) not to upload or transmit to or from our Service any content that is obscene, pornographic, defamatory, threatening, invasive of privacy or that is otherwise, in our opinion, injurious or objectionable, including any worms or viruses or any code of a destructive nature; and
(b) to comply with any usage policies or other guidelines posted to our Service from time to time.

We do not review Customer Content and other content added to our Service. Your publication or use of it is at your own risk.

Abuse of any kind of any of our customers or staff may, at our discretion, result in immediate account termination, without refund of any Fees already paid.

We may assign or transfer our rights under under these Terms or novate our agreement under them with you to another party.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Unless otherwise expressly agreed in writing, these Terms constitute the entire agreement between you and us.

If any provision of these Terms or its application to any person or circumstances is held to be illegal or unenforceable:

(a) that provision will continue to apply, to the maximum extent permitted by law, to other persons or circumstances not affected by the illegality or unenforceability;
(b) the illegal or unenforceable provision will be deemed to be amended to reflect the original intention as nearly as possible in accordance with applicable law in respect of those persons or circumstances giving rise to the illegality or unenforceability; and
(c) the remainder of these terms of use shall continue in full force and effect.

These Terms and your use of our Service are governed by Canadian law. Without limiting our ability to secure interim relief in any jurisdiction, you agree to submit to the exclusive jurisdiction of Canadian courts in relation to any dispute concerning these Terms, their formation or your use of our Service.