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Terms of Use

YOU MUST READ THESE END USER TERMS OF USE CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING, AND/OR USING THE MIINGA MOBILE APPLICATION (THE “APPLICATION”) PROVIDED BY MIINGA INC. (“MIINGA”; “US”; “OUR”; “WE”).

  1. Acceptance of Terms

    • 1.1 You agree to access and use the Application made available to you by Miinga solely in accordance with this End User Terms of Use agreement (this “Agreement”). By accessing and/or using the Application, You affirm that You are entering into a legally binding agreement/contract, which consists of all terms and conditions of use of this Agreement, with Miinga, individually and on behalf of all other persons and entities for whom/which You act or purport to act (“You”; “Your”).

      IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE APPLICATION.

    • 1.2 This Agreement shall govern Your access and use of the Application, any associated upgrades that enhance the Application’s performance, patches designed to rectify software bugs or vulnerabilities, and updates which may introduce new features or content. Regardless of any modifications or changes made to the Application, Your continued use signifies Your acceptance and agreement to be bound by the terms and conditions of this Agreement.

    • 1.3 This Agreement is subject to change by Miinga in its sole discretion at any time. Please check within the Application regularly to view the most current version of this agreement.

    If You have any questions about this Agreement or the Application, please contact Us at info@miinga.ca

  2. Intellectual Property and Licenses

    • 2.1 Definitions

      • 2.1.1 "Intellectual Property” shall mean any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, trade secrets, know-how, scientific formulae, data, information, reports, results, analysis, software, coding, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks, trade dress, goodwill, copyright and includes any and all related rights, patents, patent rights, patent applications, trademark applications and registrations, and copyright registrations.
      • 2.1.2 “Application Content” shall mean all Intellectual Property and all content displayed on or otherwise relating to the Application, including but not limited to the overall interface, images, graphics, inscriptions, audio, video, music, text, accompanying documentation, colors, the backend, meta-data, software code, source code, object code, logos, symbols, slogans, the selection and arrangement of content, and the structure and overall look and feel.

    • 2.2 Rights in the Application Content.

      Rights in the Application Content. Miinga is the exclusive owner of the rights, title and interest in and to the Application Content. Other than as expressly permitted herein, Miinga does not grant You any express or implied permission to use the Application or the Application Content. You shall not take any step, by act or omission, that would violate Miinga’s rights in the Application Content, including its Intellectual Property rights. This includes, but is not limited to, any unauthorized copying, transmitting, modification, creation of derivative works based on, loaning, selling, assigning, or reverse engineering of the Application or the Application Content. You agree not to use any data mining, robots, or similar data and/or gathering and extraction methods in connection with the Application. You shall not infringe or otherwise violate any Intellectual Property right associated with the Application Content.

    • 2.3 Limited User License.

      Subject to this Agreement, Miinga grants You a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, and revocable right to access and use the Application, inclusive of the Application Content (the “User License”) for the strict purpose of identifying and accessing social and emergency resources within various remote regions of northern Canada (“Permitted Uses”). You shall not attempt any access or use to any part of the Application beyond those clearly and unequivocally authorized and intended by Miinga. Your use and access to the Application is subject to all applicable laws.

    • 2.3 Violation of Application Content Intellectual Property.

      We take the protection of Our Intellectual Property rights seriously and will not hesitate to commence legal action in the case of infringement of Miinga’s Intellectual Property. If You become aware of any suspected violation of the Intellectual Property associated with the Application by any third-party, please notify Us at info@miinga.ca.

  3. Restrictions and Limitations

    • 3.1 Restrictions on Use.

      You shall not use the Application for any purposes beyond the scope of the access granted in this Agreement. Without limiting the generality of the foregoing, You shall not at any time, directly or indirectly:

      • copy, modify, or create derivative works of any component of the Application or the Application Content in whole or in part;
      • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or any associated content;
      • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Application, in whole or in part, including any activity that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of Our Application;
      • remove any proprietary notices from the Application;
      • use the Application in any manner or for any purpose that infringes, misappropriates, depreciates the goodwill of any of Miinga’s trademarks or otherwise violates any Intellectual Property right or other right of any person, or that violates any applicable law;
      • use the Application for the purpose of developing a product or service that may be competitive with the Application;
      • engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
      • use the Application in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Application or that could damage, disable, overburden or impair the functioning of the Application in any manner;
      • attempt to circumvent any technological protection measure or content-filtering technique employed within the Application or attempt to access any feature or area of the Application that You are not authorized to access;
      • develop or use any third-party applications that interact with the Application without Our prior written consent, including any scripts designed to scrape or extract data from the Application;
      • perform or attempt to perform any actions that would interfere with the proper working of the Application;
      • prevent access to or the use of the Application by Miinga or its users; and
      • use the Application for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.

    • 3.2 Suspension of Use.

      Notwithstanding anything to the contrary in this Agreement, We may temporarily suspend Your access to some or all of the Application without notice, for any reason. For greater certainty, and without limiting the foregoing, Your access may be suspended if it is linked to any suspected:

      • (a) threat or attack on any Intellectual Property related to the Application;
      • (b) security risk;
      • (c) fraudulent or illegal activities;
      • (d) prohibition by applicable law; or
      • (e) breach of this Agreement.

    • 3.3 Reserved Rights

      • 3.3.1 We reserve all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third-party Intellectual Property rights or other right, title, or interest to any of Miinga’s Intellectual Property. We reserve the right at any time to alter the price, features, specifications, capabilities, functions, terms, release dates, general availability or other characteristics of the Application. Updates, upgrades, patches, and modifications may be necessary in order to be able to continue to use the Application on certain hardware.
      • 3.3.2 Miinga may replace or discontinue the Application or any part thereof at any time, for any reason, with or without notice, at Miinga’s sole discretion.

  4. Privacy and Usage Data

    • 4.1 Personal Information and Privacy.

      We respect the privacy rights of Your Personal Information in accordance with applicable Canadian laws, including the Personal Information Protection and Electronic Documents Act. The specific policies and safeguards in place to protect Your Personal Information are detailed in Our privacy policy (available at [https://miinga.ca/privacy-policy]) (the “Privacy Policy”). The Privacy Policy forms an integral part of this Agreement. By accessing and using the Application, You agree to accept the terms of the Privacy Policy. We reserve the right to amend the Privacy Policy from time to time. If You disagree with any part of the Privacy Policy, You must immediately stop using the Application. You must review the Privacy Policy carefully prior to Your use and/or access of the Application.

    • 4.2 Usage data.

      Notwithstanding anything to the contrary in this Agreement, We may monitor Your use of the Application and collect and compile data related to such use (“Usage Data”). All rights, title, and interest in Usage Data, and all Intellectual Property rights therein, belong to and are retained solely by Us. You acknowledge that We may compile Usage Data input into the Application. You agree that We may: (i) make Usage Data publicly available in compliance with applicable law; and (ii) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data does not identify Your Personal Information as defined in the Privacy Policy. All information We collect, including Usage Data, will be collected and used in accordance with Our Privacy Policy (https://miinga.ca/privacy-policy).

    • 4.3 Notice and Consent to Electronic Communications.

      By accessing or using the Application, You also consent to receive electronic communications from Miinga (e.g., responses to Your requests, questions and feedback, announcements, updates, and security alerts through a push notification or by posting notices on the Application). You agree that any notices, agreements, disclosures, or other communications that We send to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

    • 4.4 Feedback.

      If You send or transmit any communications or materials to Us by email, telephone, or otherwise, suggesting or recommending changes to the Application, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), We may use any Feedback that You voluntarily provide in connection with Your use of the Application as part of Our business operations irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to Miinga on Your behalf, all rights, title, and interest in, and Miinga is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained in the Feedback, for any purpose whatsoever, although Miinga is not required to use any Feedback.

    • 4.5 No transfer of ownership.

      Nothing in this Agreement transfers ownership in or grants any license to any Intellectual Property rights in the Application. We retain ownership of the Application Content, Usage Data, Feedback, and any subsequent copies thereof, regardless of form or media.

  5. International Users

    Although the Application may be accessible worldwide, Miinga makes no representation that the materials and/or content made available in connection with the Application are appropriate or available for use in locations outside of Canada and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Application from other locations do so at their own risk and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Application is void where prohibited.

    BY ACCESSING OR USING THE APPLICATION YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE APPLICATION.

  6. Disclaimers and Limitation of Liability

    • 6.1 Disclaimers

      • 6.1.1 Disclaimer of Warranties.

        You acknowledge and agree that the Application is being provided AS IS and AS AVAILABLE WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. In addition, Miinga does not represent or warrant that Our Application is accurate, complete, reliable, current, or error-free, and have not been written to meet Your individual requirements. A failure of any part or the whole of the Application to be suitable for Your individual requirements will not give rise to any right or claim against Miinga.

      • 6.1.2 No Substitute for User Discretion.

        The information and links to various third-party services embedded within the Application are intended for general reference and informational purposes only. Miinga does not endorse or recommend any specific entity or service provider. Additionally, Miinga is not in control of, nor are We liable for, any third-party services, advice, or content linked or referenced within the Application. We strongly recommend that You read the privacy policies and terms of any third-party resources accessed through the Application and exercise caution when acting on any such information or guidance.

        ALL DECISIONS MADE BASED ON USE OF THE APPLICATION ARE AT YOUR OWN DISCRETION AND RISK.

      • 6.1.3 Software Errors.

        You acknowledge and agree that the Application in general is not error-free and agree that the existence of such errors will not constitute a breach of this Agreement.

      • 6.1.4 Software Viruses.

        We do not warrant that the Application will be free from all known viruses, and You are solely responsible for virus scanning any software provided as part of the Application.

      • 6.1.5 Acceptance of Risk.

        You acknowledge and agree that You download, install, access, and use the Application at Your own discretion and risk, and that You will be solely responsible for any damage to Your hardware or any loss of data that results from such downloading, installing or use of the Application.

      • 6.1.6 Compatibility.

        To use the Application, You are required to have a compatible mobile phone or tablet, and Internet access. The mobile Application is available for downloading and installing on compatible handheld mobile devices that meet the stipulated requirements at the time of download and installation. We do not warrant that the Application will be compatible with the specific hardware, including a particular mobile device, of any given user.

    • 6.2 Limitation of Liability

      YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE APPLICATION MEETS YOUR REQUIREMENTS. YOU BEAR THE SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE APPLICATION TO MEET SUCH REQUIREMENTS.

      IN NO EVENT WILL MIINGA BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OF THE PROPRIETARY SOFTWARE UNDER THIS AGREEMENT, EVEN IF MIINGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

      UNDER NO CIRCUMSTANCES SHALL MIINGA, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE USER OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, OR USE OF THE APPLICATION, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR THE NEGLIGENCE OF MIINGA OR ANY OTHER PARTY, EVEN IF MIINGA IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS MIINGA’S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

    • 6.3 Express and Implied Conditions.

      Unless this Agreement expressly provides otherwise: to the maximum extent permitted by law, all express and implied conditions, warranties or liabilities (including liability as to negligence) regarding the condition, accuracy, suitability, quality or title to the Application are negated and excluded; and Miinga gives no condition, warranty, undertaking or representation in relation to the condition, accuracy, suitability, quality of the Application.

    • 6.4 Notice of Claims.

      If You desire to make a claim against Miinga concerning this Agreement, or the Application, You must first notify Miinga in writing of Your potential claim, the grounds for Your claim, and the relief You seek. You must allow Miinga no less than sixty (60) days to attempt to resolve the issue prior to formally asserting a claim. If You fail to provide notice, Miinga will not be liable to You for the claim.

    • 6.5 Indemnification.

      You agree to defend, indemnify and hold Miinga, its subsidiaries, affiliates, licensors, employees, agents, third-party information providers, and independent contractors against any claims, damages, actual loss, costs, liabilities, and expenses (including reasonable attorneys' fees) resulting from or arising out of Your conduct, Your use or inability to use or access the Application provided by Miinga, Your breach or alleged breach of this Agreement, Your violation of the rights of Miinga, or Your violation of any rights of another party.

  7. Termination

    • 7.1 Time of Termination.

      This Agreement remains effective until termination. We will immediately suspend or terminate this Agreement with or without notice at Our sole discretion if You exceed the scope of the Permitted Uses or otherwise fail to comply with the terms of this Agreement.

    • 7.2 User Termination.

      You may terminate this Agreement at any time by ceasing use of the Application and removing the Application from Your device(s).

    • 7.3 Effect of Termination.

      Upon termination of this Agreement, the rights and User License granted to you herein shall terminate and You must immediately cease to use and permanently delete or destroy any software associated with the Application.

    • 7.4 Survival.

      Despite any other provision of this Agreement, clauses 3 (Restrictions and Limitations), 4 (Privacy and Usage Data), 6 (Disclaimers and Limitation of Liability), and 7 (Termination) survive the expiration or termination of this Agreement.

  8. Changes to this Agreement or the Application

    • 8.1 Right to Make Changes.

      We reserve the right, in Our sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this Agreement for security, legal, best practice or regulatory reasons. When changes are made, We will make a new copy of the Agreement available within the Application. We will also update the “Last Updated” date at the end of this Agreement. If We make any material changes, We will also send a push notification or show a pop-up to You via the Application. Any changes to the Agreement will be effective immediately. For material changes, We may require You to provide consent to the updated Agreement in a specified manner before further use of the Application is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the Application. Otherwise, Your continued use of the Application constitutes Your acceptance of such changes. Such changes will be effective with or as applicable, without prior notice to You.

    • 8.2 User Responsibility.

      You are responsible for checking this Agreement periodically for changes. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in agreement or compliance with this Agreement, You may terminate this Agreement in accordance with Section 7. Your continued use of the Application following any revision to this Agreement constitutes Your complete and irrevocable acceptance of any and all such changes.

    • 8.3 Effect of Updates to the Application.

      We may modify the Application for any reason or without any specific reason, at any time and at Our entire discretion, in particular, for technical reasons such as updates, maintenance operations, and/or resets to improve and/or optimize the Application. You agree that the Application may require the installation or downloading of any such modifications automatically. You agree that We may stop supporting previous versions of software associated with Our Application upon the availability of an updated version. We also reserve the right to place limits on the use of the Application.

  9. Miscellaneous

    • 9.1 Governing Law.

      Any claims shall be exclusively decided by courts of competent jurisdiction in Ontario, Canada. This Agreement will be governed by and constructed in accordance with the laws of the Province of Ontario and the federal laws of Canada without regard to conflicts of laws principles.

    • 9.2 Severability.

      If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

    • 9.3 Assignment.

      You may not transfer or assign any rights or obligations You have under this Agreement. Miinga may transfer or assign this Agreement or any right or obligation under this Agreement at any time.

    • 9.4 No Third-Party Beneficiaries.

      Nothing contained in this Agreement shall be deemed to create, or be construed as creating, any third-party beneficiary right of action or other rights of third parties.

    • 9.5 Headings.

      Clause headings have been included in this Agreement for convenience only and must not be considered part of or be used in interpreting this Agreement.

    • 9.6 No Waiver.

      No failure or delay by Miinga in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. Miinga shall not be deemed to have waived any provision under this Agreement unless such waiver is in writing and executed by a duly authorized officer of Miinga. No waiver by Miinga of any provision hereof on one occasion shall constitute a waiver of such provision on any other occasion.

    • 9.7 Contact.

      You may contact Us regarding any questions related to this Agreement by emailing at info@miinga.ca.

End of the End User Terms and of Use, last updated January 31st, 2024.

Miinga

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