Tinkery Terms & Conditions

BY USING THE SERVICE, CUSTOMER AGREES THAT CUSTOMER HAS READ AND UNDERSTANDS THESE GENERAL TERMS AND CONDITIONS. AS A CONDITION OF CUSTOMER’S USE OF THE SERVICE, CUSTOMER AGREES TO BE BOUND BY THESE GENERAL TERMS. THE PERSON WHO ENTERS INTO THE ORDER ON CUSTOMER’S BEHALF REPRESENTS THAT (I) SUCH PERSON HAS THE AUTHORITY TO AND DOES BIND CUSTOMER TO THESE GENERAL TERMS, AND (II) CUSTOMER IS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING AS A CORPORATION OR OTHER BUSINESS ENTITY. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tinkery and Customer agree as follows:

Updated 25 Jun 2025

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1.  DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" or “Customer Terms of Service” means these General Terms and all materials referred or linked to in here, unless otherwise stated.

"Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

"Billing Period" means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Current Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Current Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Confidential Information” means all confidential information disclosed by a party and its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

"Customer Data" means all information that you submit or collect via the Subscription Service. Customer Data does not include Tinkery Content.

"Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

“DPA” means the Tinkery Data Processing Agreement.

“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

"Tinkery Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data.

"Order" or "Order Form" means the Tinkery-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. 

“Personal Data” means any information relating to an identified or identifiable individual where such information is protected similarly as personal data, personal information, or personally identifiable information under Data Protection Laws, as defined in the DPA.

"Privacy Policy" means the Tinkery Privacy Policy available at https://www.tinkery.ai/privacy-policy/, as updated by us from time to time.

“Product and Services Catalog” means Tinkery’s Product and Services Catalog.

“Product Specific Terms" means the additional product-related terms that apply to your use of Tinkery products, our Consulting Services and Third-Party Products.

"Subscription Fee" means the amount you pay for the Subscription Service.

"Subscription Service" or “Service” means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://www.tinkery.ai or another designated URL, and any ancillary products and services, including website hosting, that we provide to you. 

"Subscription Term" means, collectively, the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s) (the "Initial Term"); and each subsequent renewal period (if any) (each a "Renewal Term"). Your "Current Term" is your then-current committed period of Subscription Services, as either an Initial Term or Renewal Term. For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.

"Third-Party Sites" means third-party websites linked to from within the Subscription Service, including Communications Services.

“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your Current Term(s) for all of your Tinkery accounts, but this amount excludes fees for renewals, Consulting Services and applicable taxes.

"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

"Tinkery," "we," "us," or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.

"You," "your," or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

2. USE OF SERVICES

2.1  Access

During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We may provide your Users access to use our Free Services at any time by activating them in your Tinkery account. We might provide some or all elements of the Subscription Service through third party service providers. 

You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate's Users or allow them to receive the Consulting Services purchased under an Order; provided that, all such access, use and receipt by your Affiliate's Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates' compliance with the Agreement.

Without limiting the generality of the foregoing, you will not, will not attempt to, and will not permit or encourage any third party to:

1. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Service, in whole or in part;
2. modify or create derivative works of the Service, in whole or in part;
3. use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party;
4. interfere with or disrupt the integrity of the Service or any content or data contained therein or transmitted thereby;
5. access, monitor, or copy any content or information on the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
6. violate the restrictions in any robot exclusion headers on the Service or bypass or circumvent other measures employed to prevent or limit access to the Service;
7. take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
8. deep-link to any portion of the Service for any purpose without our express written permission;
9. “frame”, “mirror,” sell, resell, rent, or lease any portion of the Service or otherwise incorporate any part of the Service into any other website without our prior written authorization;
10. input any virus, malware, or other harmful code into the Service;
11. use the Service or any Tinkery Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Service; or
12. violate any applicable local, provincial, national, or international law or regulation.

We may at any time suspend or terminate your or any Authorized User’s access to the Service if we have reason to believe that you are not complying with the Terms or you are otherwise abusing the Service.

2.2 Eligibility

The Subscription Service is not intended for users that are consumers (being an individual acting primarily for purposes other than a trade, business or profession) and the applicability of consumer protection legislation is therefore excluded. You must be 18 years of age or older to enter into this agreement and use the Subscription Service. You represent and warrant that any information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by these Terms, and that you have the authority to bind the Customer entity listed on the Agreement, if applicable.

2.3 Account Registration

All Authorized Users must register to use the Service. You agree to, and cause all Authorized Users to: (a) provide accurate, current and complete information as may be prompted by registration forms on the Service (“Registration Data”); (b) maintain the security of, and not share with any third party, any logins, passwords, or other credentials that you or any Authorized User selects or that are provided to you or any Authorized User for use on the Service; (c) maintain and promptly update the Registration Data, and any other information you or any Authorized User provides to us, and to keep all such information accurate, current, and complete; and (d) notify us immediately of any unauthorized use of any Authorized User account or any other breach of security by emailing us at privacy@tinkery.ai. Any activity on an Authorized User’s account shall be the sole responsibility of the Customer.

2.4  Free trial

We may at our sole discretion offer you free trials for selected features of the Service or a limited time trial period of the entire Service. Once your free trial period ends, your ability to access the Service will terminate. Tinkery reserves the right to determine if you are eligible for a free trial and to discontinue any free trial without notice at our sole discretion.

2.4 Limits. 

The limits that apply to you will be specified in your Order Form or this Agreement, and for our Free or Free Trial Subscriptions; these limits may also be designated only from within the product itself.

2.5 Modifications

We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. 

2.6  Prohibited and Unauthorized Use 

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service. 

You may not use the Subscription Service in a way that would violate local or industry-specific regulations (for example, the Children's Online Privacy Protection Rule consistent with the requirements of the Children’s Online Privacy Protection Act ("COPPA"), the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal Information Security Management Act (FISMA), etc.).

3 FEES

3.1 Fees and Payment

Access to selected features of the Subscription Service may be provided to you free of charge. We will charge fees for certain features, either on a one-time or a subscription basis. Tinkery reserves the right to implement fees or change the fees at any time by providing you notice on the Service or otherwise. Such notice will be communicated at least 30 days in advance. If you have signed an order form with Tinkery for Paid Services and the subscription is automatically renewable, we reserve the right to increase the fees by eight (8) % annually, which shall apply at each renewal date of subscription. When you purchase any Paid Services, you authorize Tinkery or its third party payment processors to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for your purchase, including all applicable taxes, and you agree that our payment provider can store your credit card information. If Tinkery does not receive payment from your credit card provider, you agree to pay all amounts due upon demand and Tinkery may suspend your access to the Services until full payment is received or terminate the Terms of Service.

3.2  Failed attempt

In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the 'Suspension' section or terminate your account in accordance with the 'Termination for Cause' section if we remain unable to successfully charge a valid Authorized Payment Method. 

3.3  Payment Against Invoice 

All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the fees are payable during the Subscription Term, for example, in advance of the beginning of the next Renewal Term and each subsequent Billing Period. 

3.4  Payment Information 

You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information. 

You authorize Tinkery to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. 

3.5  Sales Tax

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based upon our gross revenues or net income. At our request, you will provide us with your tax identification information under which you are registered in your registered state; missing this information may impact our ability to service your account, including issuing refunds or credits for applicable taxes.  

If you are located in the European Union, the United Kingdom, or Switzerland, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state or country. If you do not provide us with a country specific tax number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST.  If you are located in Canada, all fees are exclusive of GST, PST and HST.

4.  TERM AND TERMINATION

4.1  Term and Renewal 

Your Initial Term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the same duration as your prior term or one year. 

4.2  Notice of Non-Renewal  

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give 30-days written notice of non-renewal. 

If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Tinkery account.

4.3  Early Cancellation 

You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of your Current Term. See the 'Notice of Non-Renewal' section for information on how to cancel your subscription.

4.4  Termination for Cause

Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. 

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. 

This Agreement may not otherwise be terminated prior to the end of your Current Term.

4.5  Suspension

4.5.1  Suspension for Prohibited Acts

We may suspend any User’s access to any or all Subscription Services without notice for: 

(i) use of the Subscription Service in a way that violates applicable laws or regulations or the terms of this Agreement, 

(ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. 

(iii) proceed with any of the prohibited activities described in the Access section. 

We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.

4.5.2  Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

4.5.3  Suspension and Termination of Free Services

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

5.  CUSTOMER DATA

5.1  Customer’s Proprietary Rights

You own and retain all rights to the Customer Materials and Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data as necessary to provide the Subscription Service and Consulting Services to you, as permitted by this Agreement, and as permitted by applicable law. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

5.2  Limits on Tinkery 

We will use Customer Data in order to provide the Subscription Service and Consulting Services to you, as permitted by this Agreement, and as permitted by applicable law. 

5.3  Data Practices and Machine Learning. 

5.3.1 Usage Data

We may collect information about you and your Users when you interact with the Subscription Service as permitted by the Agreement. 

5.3.2 Machine Learning

We may use Customer Data for machine learning to support and develop features and functionality within the Subscription Service and similar products and services. You instruct us to use Customer Data for such purposes. You may opt-out of having your Customer Data used for machine learning by emailing privacy@tinkery.ai.

5.3.3 Privacy Policy.

For more information on these practices, please see our Privacy Policy.

5.4 Protection of Customer Data 

The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA.

5.5  Customer Data Transfers

Tinkery and its sub-processors may transfer or process personal data outside the EU/EEA area.

When transfer of personal data by Tinkery to a sub-processor outside the EU/EEA, is permitted as stated above, in case of any transfer we shall ensure that transfer is only made to (a) a country deemed by the Commission to have an adequate level of protection, (b) entities having entered into the EU Commission standard contractual clauses approved by the European Union concerning the transfer of personal data to outside the EU/EEA or provided other appropriate safeguards as described in Article 46 of the GDPR.

Subject to the above and subject to Tinkery keeping the Customer informed of any transfer of personal data outside the EU/EEA, the Customer gives its consent to the transfers and authorizes us to conclude processor to processor standard contractual clauses based on the European Commission Decision 2021/915 of 4 June 2021 to transfer Personal Data to processors located outside the EU/EEA.

5.6  Retention, Deletion and Retrieval of Customer Data

Tinkery will not store any of Customer’s data after the termination of your account and/or subscription of the Service. We will, at Customer’s election, promptly delete or return all personal data related to Customer’s account after the end of the provision of the Services relating to processing and delete existing copies unless applicable legislation requires storage of the personal data.

6.  INTELLECTUAL PROPERTY

6.1  Ownership and intellectual property rights

This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Tinkery Content, the Subscription Service, the Consulting Services, and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Tinkery Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.

6.2  Right to comment

We encourage all customers to comment on Tinkery’s Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

7.  CONFIDENTIALITY

7.1 Receiving Party

The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services, and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2  Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information..

8.  PUBLICITY

You grant us the right to add your name and company logo to our customer list and website.

9.  INDEMNIFICATION

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of 

(a) unauthorized or illegal use of the Subscription Service by you or your Affiliates, 

(b) your or your Affiliates' noncompliance with or breach of this Agreement, 

(c) your or your Affiliates' use of Third-Party Products, or 

(d) the unauthorized use of the Subscription Service by any other person using your User information. 

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

10.  DISCLAIMERS; LIMITATION OF LIABILITY

10.1 Performance Warranty 

We warrant that: (i) the Subscription Service and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service; provided however, this warranty will not apply to you if you only use the Free Services.

In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period.  If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement. 

We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Subscription Service in violation of or outside the scope of this Agreement.

THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

10.2 Disclaimer of Warranties 

EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, TINKERY CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, TINKERY CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.3  No Indirect Damages 

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

10.4  Limitation of Liability

EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS. 

10.5  Third Party Products

WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.6 Limitation of Liability

Tinkery’s maximum total liability towards the Customer and its Authorized Users for all claims under these Terms, its attachments (including the DPA) or otherwise in relation to the Service, whether in contract, tort, or otherwise, is limited to 1’000 EUR.

11 MISCELLANEOUS

11.1 Other terms

Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control (a “Force Majeure Event”), which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God. A Force Majeure Event suffered by a subcontractor of a party shall also be considered a Force Majeure Event in relation to the party if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances.

Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.

Customer may not assign or transfer its rights or obligations under this Agreement, without the prior written consent of Tinkery. Tinkery may assign this Agreement to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of its assets to which this Agreement relates.

Tinkery may change the content of this Agreement, subject to posting a notice of change in its web page.

Any notices under or in relation to the Agreement shall be sent in accordance with the notice provisions in the Agreement.

By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service.

11.2 Governing law and dispute resolution

These Terms shall be governed and construed in accordance with the laws of Spain, without giving effect to principles of conflicts of law or to the Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Spanish Chamber of Commerce. The seat of arbitration shall be Barcelona, Spain. The number of arbitrators shall be one. The language of the arbitration shall be either Spanish or English.

11.3 Third-Party AI Features

Depending on your subscription, we may provide to you features of our Services that utilize third-party artificial intelligence technology. In addition to these Terms, delivery and your use of the Third-Party AI Features and Plugins (as defined in the AI Feature Terms) are governed by our supplementary AI Feature terms (“AI Terms”) that forms an inseparable part of the Agreement between you and us. To the extent the Third-Party AI Features are not part of your subscription to our Services, the AI Terms are not part of the Agreement and do not apply to you.