TimeSolv Corporation provides its services to you subject to the
following Terms of Service ("TOS"). In addition, when using specific
services, you and TimeSolv Corporation will be subject to any guidelines,
policies, rules or additional terms applicable to these services
which TimeSolv Corporation may communicate to you or post from time to
time. These guidelines, policies, rules or additional terms are
considered included in the TOS.
1. DESCRIPTION OF SERVICE
TimeSolv Corporation currently provides users with online time and
expense entry, bill presentment and bill payment applications, as well
as professional information and news (the "Service"). Unless explicitly
stated otherwise, any new features that augment or enhance the current
Service, including any new TimeSolv Corporation services, will be
subject to the TOS and may be subject to additional terms and
conditions. TimeSolv Corporation may change Service features and
functionality at any time and from time to time, with or without
notice. Notice of significant changes will be posted on the TimeSolv
Corporation website, which you must review periodically. You agree that
TimeSolv Corporation shall not be liable to you or any third party for
any modification of the Service.
2. WHAT YOU MUST DO TO USE THE SERVICE
In order to use the Service, you must obtain access to the World Wide
Web, either directly or through devices that access web-based content,
and pay any service fees associated with such access. You must provide
all equipment necessary to make such connection to the World Wide Web,
including a computer and modem or other access device.
In addition, you must: (a) provide true, accurate,
current and complete information about yourself as prompted by the
Service's registration form and payment authorization form and (b)
maintain and promptly update such registration and payment
authorization information to keep it true, accurate, current and
complete.
3. YOUR OBLIGATION TO PAY FEES
You agree to pay all subscription, service and use fees, if any, that
TimeSolv Corporation charges you for the Service. Such fees will be
posted on TimeSolv Corporation's website and may be changed by TimeSolv
Corporation at any time and from time to time by providing you with 30
days prior notice. You agree to pay all costs (including attorneys'
fees), if any, incurred by TimeSolv Corporation in collecting overdue
fees from you, and to pay a late charge on any overdue fees at a rate
equal to the lesser of 1.5% per month or the maximum allowed under
applicable law. You also agree to pay all foreign, federal, state and
local taxes applicable to your access, use or receipt of the Service.
TimeSolv Corporation may, at its option, include such taxes in the fees
charged to you, in which event you shall pay such taxes to TimeSolv
Corporation.
TimeSolv Corporation will not issue invoices or bills
to you. You will authorize TimeSolv Corporation to charge fees, on a
monthly basis, directly to your credit card or debit your checking
account. Before you can complete enrollment, you must complete the
payment authorization form. Each time you use the Service, you reaffirm
your authorization to TimeSolv Corporation to charge or withdraw funds
from your account.
4. ACCESS, PASSWORDS AND SECURITY
You may designate an unlimited number of users under your account and
you may provide and assign user names and passwords to such users. You
agree immediately to notify TimeSolv Corporation if you become aware of
any loss or theft or unauthorized use of any of your user name(s),
password(s), and/or other personal or company identification numbers
that may be assigned to you by TimeSolv Corporation, billing data,
registration information or payment authorization information.
TimeSolv Corporation agrees to exercise reasonable care
to prevent any unauthorized person or entity from gaining access to
your registration information, payment authorization information,
billing data, user name(s), password(s) and any other personal or
company identification numbers that may be assigned to you by TimeSolv
Corporation. The security of your information and data may be
maintained through the use of data encryption, data security protocols,
passwords and other methods which TimeSolv Corporation may employ, or
which TimeSolv Corporation may suggest or require that you employ from
time to time. You acknowledge and agree that TimeSolv Corporation shall
not be liable for any damages incurred by you or any third party in
connection with any unauthorized access to or disclosure of such
information or data resulting from your actions or from your failure to
act, or the actions or failure to act of a third party, or the failure
of electronic or other security measures.
In order to protect the confidentiality of such
information, you agree to use software produced by third parties,
including, but not limited to, "browser" software that supports a data
security protocol compatible with the protocol used by TimeSolv
Corporation. Until notified otherwise by TimeSolv Corporation, you
agree to use software that supports the Secure Socket Layer (SSL)
protocol or other protocols accepted by TimeSolv Corporation and follow
TimeSolv Corporation's log-on procedures for Service that support such
protocols. You acknowledge that TimeSolv Corporation is not responsible
for notifying you of any upgrades, fixes or enhancements to any such
software or for any compromise of data transmitted across computer
networks or telecommunications facilities, including, but not limited
to, the Internet.
TimeSolv Corporation will not disclose any time or
billing data or other data about your clients that you enter unless
compelled to do so by law. If TimeSolv Corporation is ordered to make
such disclosure, TimeSolv Corporation will use its reasonable efforts
both to notify you and to allow you the opportunity to oppose such
disclosure. TimeSolv Corporation also will not disclose information
regarding you or your account with TimeSolv Corporation, however,
TimeSolv Corporation reserves the right to disclose information about
you or your account to appropriate authorities if there is a reasonable
basis to believe that there is illegal activity, breach by you of the
TOS or in the event of an emergency.
5. STORAGE OF BILLING DATA
TimeSolv Corporation shall retain billing data for active accounts indefinitely.
Data for terminated accounts will be maintained for a period of 12
months from the date of termination of the respective account. You
acknowledge and agree that TimeSolv Corporation shall have no liability
for the deletion or failure to store any billing data transmitted by
you or by anyone else to the Service after such period.
6. TimeSolv Corporation'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software
used in connection with the Service, including without limitation
TimeSolv Corporation's TimeSync software that you may download in
connection with your use of the Service ("Software"), contain
proprietary and confidential information that is protected by
applicable intellectual property and other laws. You further
acknowledge and agree that content contained in sponsor advertisements
or information presented to you through the Service or by advertisers
is protected by copyright, trademarks, service marks, patents or other
proprietary rights and laws. You agree not to modify, rent, lease,
loan, sell, distribute, copy, sell, resell or exploit for any
commercial purposes, any portion of the Service, use of the Service, or
access to the Service.
TimeSolv Corporation grants you a non-transferable,
non-exclusive and terminable right and license to use the object code
of its Software; provided that you do not (and do not allow any third
party to) copy, modify, create a derivative work of, reverse engineer,
reverse assemble, disassemble, or decompile the Software or any part
thereof or otherwise attempt to discover any source code, or sell,
assign, sublicense, grant a security interest in or otherwise transfer
any right in or to the Software. You agree not to modify the Software
in any manner or form, or to use modified versions of the Software,
including without limitation for the purpose of obtaining unauthorized
access to the Service. You agree not to access the Service by any means
other than through the interface that is provided by TimeSolv
Corporation for use in accessing the Service.
7. TRADEMARK INFORMATION
"TimeSolv Corporation", "TimeSolv" and "WorkSolv" and the
TimeSolv Corporation, TimeSolv and WorkSolv logos and other TimeSolv
Corporation trademarks, service marks, logos and product and service
names that may be used in connection with the Service or the Software
are trademarks of TimeSolv Corporation. You agree not to display
or use the TimeSolv Corporation marks in any manner without TimeSolv
Corporation's express prior written permission.
8. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT
YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. TIMESolv CORPORATION EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU FURTHER EXPRESSLY AGREE
THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM TIMESolv CORPORATION OR THROUGH OR FROM THE SERVICE SHALL CREATE
ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS AND THAT NO ACCOUNTING,
FINANCIAL OR LEGAL ADVICE OR COUNSEL IS GIVEN OR SHALL BE DEEMED TO
HAVE BEEN GIVEN BY THE SERVICE. You further acknowledge and agree that
TimeSolv Corporation shall not be liable for the accuracy, truthfulness
or validity of any billing data entered by you through the Service.
9. TEMPORARY INTERRUPTION OF THE SERVICE
From time to time, the Service may be temporarily interrupted or
curtailed due to equipment modifications, upgrades, relocation, repairs
and other similar activities necessary during the operation and upgrade
of the Service. TimeSolv Corporation will post notice of periodic
interruptions of the Service or "maintenance windows" from time to time
to perform such activities and no reduction of payments will be made in
the case of such temporary interruption of Service or "maintenance
windows" previously posted. In the event of a temporary interruption in
Service that is outside of such "maintenance windows" and is caused by
a failure in TimeSolv Corporation's Software or servers or network
connections, TimeSolv Corporation shall issue to you credits, to be
used against future service fees, in an amount equal to the pro rata
portion of any fees that may have been paid by you for the portion of
the Service not furnished to you as a result of such interruption in
Service, provided, however, that in no event shall TimeSolv Corporation
be liable for interruption or delays in transmission or errors or
defects in transmission or failure to transmit caused by causes beyond
its control, including without limitation acts of God or failure of any
Internet backbone provider. In no event shall TimeSolv Corporation be
liable for any damages due to interruption of Service.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL TIMESolv CORPORATION BE LIABLE TO YOU OR ANYONE ELSE
FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES
(INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR
OTHER INTANGIBLE ITEM) EVEN IF TIMESolv CORPORATION HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY
OF TIMESolv CORPORATION ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER
IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICE
WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE PAST SIX
MONTHS. TimeSolv Corporation shall not be liable for any loss resulting
from a cause over which TimeSolv Corporation does not have any direct
control, including but not limited to failure of electronic or
mechanical equipment or communication lines; telephone or other
interconnect problems; bugs, errors, configuration problems or
incompatibility of computer hardware or software; failure or
unavailability of Internet access; problems with Internet service
providers or other equipment or services relating to your computer;
problems with intermediate computer or communications networks or
facilities; problems with data transmission facilities or your
telephone or telephone service; or unauthorized access, theft, operator
errors, severe weather, earthquakes or labor disputes. TimeSolv
Corporation is not responsible for any damage to your computer,
software, modem, telephone or other property resulting from your use of
the Service. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS
MAY NOT APPLY TO YOU.
11. INDEMNITY
You agree to defend, indemnify and hold TimeSolv Corporation harmless
from and against any and all claims, losses, liability, costs and
expenses (including but not limited to attorneys' fees) arising from
your violation of state or federal laws or regulations, or any third
party's rights, including but not limited to infringement of any
copyright, violation of proprietary right and invasion of any privacy
rights. This obligation will survive the termination of the Service.
12. DISCONTINUATION OF SERVICE
You agree that, upon 90 days' prior notice, TimeSolv Corporation may,
in its sole discretion, terminate your user name(s), password(s),
account(s) (or any part thereof) or use of the Service, for any reason,
including without limitation for lack of use or if TimeSolv Corporation
believes that you have violated or acted inconsistently with the letter
or spirit or the TOS. TimeSolv Corporation may also, upon 90 days'
prior notice, in its sole discretion and at any time, discontinue
providing the Service, or any part thereof. In the event that your
Service with TimeSolv Corporation terminates, TimeSolv Corporation will
retain your billing data for a reasonable period and will use
commercially reasonable efforts to return your billing data to you
electronically, in an appropriate format selected by TimeSolv
Corporation, as promptly as is reasonably possible after such
termination. Further, you agree that TimeSolv Corporation shall not be
liable to you or any third party for any termination of your access to
the Service; provided, however, that if the termination is unrelated to
your acts or omissions, TimeSolv Corporation will refund to you an
amount equal to the pro rata portion of any fee that may have been paid
by you for the portion of the Service not furnished to you as of the
date of such termination.
13. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in
promotions of, advertisers found on or through the Service, including
payment and delivery of related goods or services, and any other terms,
conditions, warranties or representations associated with such
dealings, are solely between you and such advertiser. You agree that
TimeSolv Corporation shall not be responsible or liable for any loss or
damage of any sort incurred as the result of any such dealings or as
the result of the presence of such advertisers on the Service.
14. LINKS
The
Service may provide, or third parties may provide, links to other World
Wide Web sites or resources. Because TimeSolv Corporation has no
control over such sites and resources, you acknowledge and agree that
TimeSolv Corporation is not responsible for the availability of such
external sites or resources and does not endorse and is not responsible
or liable for any content, advertising, products, or other materials on
or available from such sites or resources. You further acknowledge and
agree that TimeSolv Corporation shall not be responsible or liable,
directly or indirectly, for any damage or loss caused or alleged to be
caused by or in connection with use of or reliance on any such content,
goods or services available on or through any such site or resource.
15. NOTICES
Notices to you from TimeSolv Corporation may be made by either email or
regular mail. The Service may also provide notices of changes to the
TOS or other matters by displaying notices or links to notices to you
on the Service.
16. MODIFICATIONS
The TOS may be modified by TimeSolv Corporation upon 30 days prior
notice to you. If TimeSolv Corporation sends you notice, via email,
posting on the Service or otherwise, of a modification, you confirm
your acceptance of the modification by not closing and/or by continuing
to use the Service.
17. GENERAL PROVISIONS
The TOS constitutes the entire agreement between you and TimeSolv
Corporation and govern your use of the Service, superceding any prior
agreements between you and TimeSolv Corporation with respect to the
subject matter contained in the TOS. The TOS may only be modified or
amended as set forth above in Section 16 or otherwise in a writing
signed by TimeSolv Corporation and you. The TOS and the relationship
between you and TimeSolv Corporation shall be governed by the laws of
the State of California without regard to its conflict of law
provisions. You and TimeSolv Corporation agree to submit to the
personal and exclusive jurisdiction of the courts located within the
county of Los Angeles, California. The failure of TimeSolv Corporation
to exercise or enforce any right or provision of the TOS shall not
constitute a waiver of such right or provision. If any provision of the
TOS is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give
effect to the parties' intentions as reflected in the provision, and
the other provisions of the TOS shall remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any
claim or cause of action arising out of or related to use of the
Service or the TOS must be filed within one (1) year after such claim
or cause of action arose or be forever barred. The Section titles in
the TOS are for convenience only and have no legal or contractual
effect. No person or entity that is not a party to this TOS shall
derive any rights whatsoever hereunder as a third party beneficiary. |
