TimedRight Terms of Service
ACCEPTANCE OF AGREEMENT
IMPORTANT — READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING ANY TIMEDRIGHT SERVICE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Welcome to the TimedRight service, website or mobile application (collectively, the “Service”). Your use of the Service is subject to this Terms of Service Agreement and TimedRight’s Membership Agreement, Trademark & Copyright Usage Policy, and Privacy Policy (collectively, the “Terms of Service” or “Agreement”). These Terms of Service are a legal agreement between You and TimedRight Inc. This Agreement sets forth the terms and conditions pursuant to which (i) TimedRight Inc., the “Service Provider” hereby provides the Service to You. “You” refers to any individual who creates an account on the Service, or, if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then “You” refers to such entity. If You are accessing the Service on behalf of Your employer, you represent and warrant that You have the authority to agree to these Terms of Service on its behalf. If You do not agree with the terms of this Agreement, do not use the Service. TimedRight reserves the right to update and change the Agreement from time to time without notice or acceptance by You. The Agreement will also be applicable to use of the Service on a trial basis, complimentary basis, and/or cost free basis. By using the Service, You signify Your irrevocable acceptance of this Agreement. The website, all of its pages, and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
The Service Provider and You may be referred to as the “Parties”.
GENERAL OVERVIEW OF SERVICE
The Service Provider owns and operates timedright.com, a Website that is an online network where healthcare professionals connect within private Communities and Groups. The Service generally includes, but is not limited to, enabling you setup, operate, and administer your own Group space within the Website.
MODIFICATIONS TO GROUP SERVICES AGREEMENT.
You agree that we may modify any policy or other terms referenced in the Service Agreement (collectively, “Additional Policies”) at any time by posting a revised version of such Additional Policy on the Website. The revised terms shall be effective, if the revised terms are for (a) the Privacy Policy, (b) the Terms of Use, or (c) any other general terms and conditions applicable to our services, web sites or other properties, the revised terms shall be effective upon posting (unless we expressly state otherwise at the time of posting). By continuing to use or receive the Services after the effective date of any revisions to the Services Agreement or any Additional Policies, you agree to be bound by the revised Agreement or any revised Additional Policies. It is your responsibility to check the Website pages regularly for changes to the Additional Policies, as applicable. We last modified the Services Agreement on the date set forth at the top of the Services Agreement.
USE OF THE SERVICES
Subject to Your acceptance and compliance with this Agreement and with any payment requirements for any Premium Services as set forth on timedright.com the Service Provider hereby grants to You, for use by Yourself, your authorized contractors or employees (collectively, including Yourself, the “Users”) a limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of the Services Agreement. Users shall access the Services by means of a specific account (the “User’s Account”) using the usernames and passwords provided by the Service Provider.
RESTRICTIONS ON USE
You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Services. You may not compile or use any information obtained through the Services for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations. You may not remove, obscure, or alter any notice of any the Service Provider trademarks, or other intellectual property or proprietary right designation appearing on or contained within the Services. Subject to the terms and conditions of the Services Agreement, you may generally publicize your use of the Services; however, you may not issue any press release with respect to the Services or the Services Agreement without our prior written consent.
USERS ACCESSING YOUR GROUPS
Any Users, including You and anyone invited to Your Group or Groups, who access the Services shall be registered and set up in accordance with the Service Provider’s standard user registration and account set up procedures. You acknowledge and agree that each User must first agree to be bound by the terms and conditions of the Service Provider’s Membership prior to their use of the Services and/or the Website. You further acknowledges and agrees that the Service Provider reserves the right in its sole and absolute discretion to terminate or suspend any User’s access to the Services and/or the Website in the event that such User has breached or is in violation of any Additional Policies. The Service Provider shall not be liable to you in the event of any such termination. You acknowledge and agree that in no event shall the Service Provider be liable, directly or indirectly, for any loss or damage as result of any activity under a User’s Account.
ACCURATE INFORMATION
You agree to maintain accurate information by providing updates to the Service Provider, as needed. You agree that the Service Provider may use and rely on any such information provided by you for all purposes in connection with your use of the Services, subject to the Service Provider’s Privacy Policy. If You provide any information that is inaccurate, not current, false, misleading or incomplete, (including, without limitation, any payment or billing information) or if the Service Provider has reasonable grounds to suspect that such information is inaccurate, not current, false, misleading or incomplete, the Service Provider has the absolute right, in its sole discretion, to terminate access to the Services and cancel Your account.
FEES AND PAYMENT
Additional groupings of features may be added to the Service and made available to You as a paid upgrade (“Paid Plan”). If You choose to subscribe to a Paid Plan, You shall pay fees (described below) to the Service Provider.
Credit cards are the only payment mechanism the Service Provider will accept for payment of a monthly subscription fee (“Subscription Fee”) for a Paid Plan. All currency references are in Canadian dollars.
Upon selection of a Paid Plan, You will provide the Service Provider with the necessary billing information (“Billing Data”) and you agree to pay the Service Provider at the rates and in accordance with the pricing and payment terms set out on timedright.com. Your Billing Data on file must be kept valid if you have any active products in your account.
For Services billed monthly, fees are due immediately at the start of the first month for which the Service is purchased, and are due at the start of each month thereafter that the Service continues. Fees are non-refundable unless otherwise expressly noted, even if your access to the Services is suspended, terminated, or transferred prior to the end of the term of any one-month that you have purchase.
In addition to paying the published price for the Services, you will be billed and are responsible for paying all applicable taxes.
If for any reason the Service Provider is unable to charge your credit card for the full amount owed for the Services provided, or if we are charged back for any fee previously charged to the credit card you provided, you agree that the Service Provider may pursue all available remedies in order to obtain payment, including for any additional fees or expenses suffered by the Service Provider as a result of such non-payment. You agree that the remedies the Service Provider may pursue in order to effect payment may include but will not be limited to immediate suspension your access to the Services without notice.
You agree that the Service Provider shall not be liable to you or any third party if it is unable to charge your credit card in order to renew the Services.
The Service Provider reserves the right to change its pricing and pricing terms at any time at our sole discretion. The Service Provider also reserves the right to change the method or manner in which we charge customers or members for access to the Services, or the method of payment that is acceptable to us, at our sole discretion.
By registering for Group Service, you warrant that: (i) all information you submit is true and correct (including without limitation all account credit card information), and (ii) you are the cardholder of the account credit card, if applicable.
As long as Your Account remains active and in good standing, You will be charged the Subscription Fee even if You never use the service. You may, however, cancel Your Paid Plan at any time.
PROPRIETARY / INTELLECTUAL PROPERTY RIGHTS
You acknowledges and agree that the Services and all intellectual property rights of the Service Provider therein (including without limitation, copyrights, patents, trade secrets, trademarks, moral rights and other intellectual property rights, in and to the Services, all modifications, changes, enhancements, or additions thereto) and all intellectual property rights relating to the Website (collectively, the “TimedRight IP”), are owned or licensed by the Service Provider and you have no interest whatsoever in same except as expressly set forth herein. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, any of the TimedRight IP, or other technology or software (including third party technology and software), except for the limited use and access rights described in this Agreement.
You will not remove, deface or obscure any of TimedRight’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Service.
TimedRight is a Trademark of TimedRight Inc.
NON-ASSERTION
During and after the term of the Agreement, with respect to any of the Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on Websites operated by or on behalf of us), licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such services.
PROPER USE
The Service Provider does not claim ownership over any User Content submitted on or through the Service. Your User Content belongs to You. However, by uploading any User Content to the Service, You agree that the Service Provider may store and display Your User Content solely as necessary in connection with the Service. To the extent You choose to share any of Your User Content with other users of the Service, You agree to allow these users (i.e., only the users you specify) to view Your User Content and, to the extent applicable, collaborate with You and Your User Content.
You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that You, and not the Service Provider, are entirely responsible for all User Content that is uploaded, posted, transmitted or otherwise make available via Your Account or the Service. The Service Provider does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such User Content.
You understand that by using the Service, You may be exposed to User Content that is offensive, indecent or objectionable. Under no circumstances will the Services Provider be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that the Service Provider does not pre-screen User Content, but that the Service Provider and its designees shall have the right (but not the obligation) in their sole discretion to refuse, modify or move any Content that is available via the Service. Without limiting the foregoing, the Service Provider and its designees shall have the right to remove any User Content that violates the Agreement or is otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not reasonably rely on any Content created by the Service Provider or submitted to the Service Provider. You acknowledge and agree that the Service Provider may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce the Agreement;
(c) respond to claims that any Content violates the rights of third-parties; or
(d) protect the rights, property, or personal safety of the Service Provider, its users and the public.
If the Service Provider discloses User Content to comply with legal process or respond to claims that any User Content violates the rights of third-parties, to the extent permitted by law, regulation or legal process, the Service Provider agrees to provide You with prompt notice of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure.
You understand that the technical processing and transmission of the Service, including Your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Should User Content be found or reported to be in violation with, but not limited to, the following terms, it will be in the Service Provider’s sole discretion as to what action should be taken. You agree that You will not:
(a) upload, post, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of an other’s privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a TimedRight official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service;
(e) upload, post or otherwise transmit any User Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
(g) upload, post, or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, including but not limited to (i) sending mass messages (via email or other form available as part of the Service) to recipients who haven’t requested messages from You, or (ii) promoting a group, event, or any community space with inappropriate links, titles, descriptions;
(h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(j) intentionally or unintentionally violate any applicable local, provincial, state, national or international law;
(k) “stalk” or otherwise harass another;
(l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals.
(m) offer for sale or sell any item, good or service that (i) violates any applicable law or regulation, (ii) You do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (iii) the Service Provider determines, in its sole discretion, is inappropriate for sale through the Service provided by the Service Provider;
(n) exceed the scope of the Service that You have signed up for; for example, accessing and using the tools that You do not have a right to use, or having humans share User logins, or deleting, adding to, or otherwise changing other people’s comments or User Content as an Account holder. If any user is reported to be in violation with the letter or spirit of these terms, the Service Provider retains the right to terminate such account at any time without further warning
GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that You will not:
(a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(b) interfere with or disrupt our Service or networks connected to our website or through the use of our Service, or disobey any requirements, procedures, policies or regulations of networks connected to our website or through the use of our Service, or otherwise interfere with our Service in any way, including through the use of JavaScript, ActiveX or other coding;
(c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
(d) copy, reproduce, alter, modify, or publicly display any information displayed on the Service (except for Your User Content), or create derivative works from our website (other than from Your User Content), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of the Service Provider or any other third party, except with the prior written consent of the Service Provider or the appropriate third party.
BRANDING SERVICES
Depending on the level of Services purchased, you may include your organization’s name, tradenames and/or trademarks on certain areas, features or functions of the Website. Depending on the level of Service purchased, the Service Provider may provide assistance with creating branded areas of the Website with your branding (“Branded Features”) tailored toward your reasonable expectations (the “Branding Services”). The Service Provider may request sample artwork, content or other material that you have indicated a desire to incorporate into Branded Features. All such material must be supplied in an electronic file format and transmitted to the Service Provider electronically via email or file upload. Content delivered not delivered electronically may incur additional fees for electronic conversion. The Service Provider is not responsible for delays in completion due to delays in the receipt of shipped items. The Service Provider, in its sole discretion, may require you to re-submit images should we determine that the images are not of high enough quality. All materials provided should be copies and not original material. The Service Provider does not guarantee that all of your requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Branded Services. We reserve the right to refuse any direction to create a Branded Feature that exploits or contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of others, harasses, defames or slanders others, or for any other reason that the Service Provider, in its sole discretion, decides. The Branding Services are for the initial creation of a Branded Features only and do not include routine maintenance or major alterations. You agree all requests shall be reasonable in nature and within the scope of the Services as described.
STORAGE LIMITS AND OTHER LIMITS
You acknowledge that the Services include general practices and limits concerning use of the Services depending on the nature, type and/or level of Services ordered, including, without limitation, the maximum size of shared files, images, and message that may be sent or received by a User or the maximum available share space that will be allotted to Your Services. You agree that the Service Provider has no responsibility or liability for the deletion of, or failure to store or transmit, any communications or User Content including, without limitation, any Data (including any of Your Content or the content of Users), maintained or transmitted by the Services. You acknowledge that the Service Provider may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time, with or without notice to you. You further acknowledge that the Service Provider reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice to you. You acknowledge that the Service Provider reserves the right to log off accounts that are inactive for a certain period of time as determined by us.
DOWNTIME AND SUSPENSION OF SERVICES
In addition to our rights to terminate or suspend Services to you as described in this Agreement, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on an enterprise-wide basis:
(a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service;
(b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; or
(c) in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”).
Without limitation, the Service Provider shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You, and any Users who access Services that You have purchased from the Service Provider, may incur as a result of any Service Suspension.
SECURITY
We strive to keep Your Content and User Content secure, but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, without limitation, you acknowledge that the Service Provider will have no liability to You, or to any Users who access Services that You have purchased from the Service Provider, for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Content or any of Your Data.
YOUR TERMINATION RIGHTS
Subject to the other terms hereof, You may terminate the Service and the Services will not renew the following month. Any fees paid up to the date of termination are non-refundable.
SERVICE PROVIDER TERMINATION RIGHTS
If Your Subscription Fee payment is overdue, the Service Provider will disable Your access to the features provided by the Paid Plan. The Service Provider may, at its sole discretion, at any time and for any reason terminate this Agreement, , suspend or terminate the Service, or suspend or terminate Your User Account.
EFFECT OF SUSPENSION
Upon suspension of Your use of any Services (and for greater certainty, that of any Users), in whole or in part, for any reason, (i) Your account may be disabled and You may not be granted access to Your Account, Your Services, or any files or other Content (including Your User Content) contained with Your Account or Your Services, (ii) fees will continue to accrue for any Services that are still in use by you, notwithstanding the suspension; (iii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Services; and (iv) all of your rights with respect to the applicable Services shall be terminated during the period of the suspension.
In the event of a suspension by us of Your access to the Service for any reason, during the period of suspension, (i) we will not take any action to intentionally erase any of your data stored on the Services and (ii) applicable Service fees will continue to accrue.
EFFECT OF TERMINATION
Upon termination of the Services Agreement for any reason: (i) you shall remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services; (ii) all of your rights under the Services Agreement shall immediately terminate; and (iii) Service Provider may delete Your Content and any Your User Content, although residual copies of information may remain in our system for some time for back-up purposes.
TERMINATION AND SUSPENSION OF USER ACCOUNTS
Without limitation, we me also terminate a User’s access to any of the Services account at any time.
NO RESALE OF THE SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express permission by TimedRight.
REPRESENTATIONS AND WARRANTIES
(a) Use of the Services. You represent and warrant that you will not use the Services: (i) in a manner that infringes, violates or misappropriates any rights of us or any third party; (ii) to engage in spamming or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations; (iii) in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including, without limitation, software, algorithms or other data that is subject to export laws; or (iv) in a way that is otherwise illegal or promotes illegal activities, including, without limitation, in a manner that might be libellous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.
(b) Client Content. “Client Content” refers to all postings, communications, correspondences, ideas, suggestions, opinions, comments, observations, recommendations, and including all text, data, photographs, video, music, sound, chat, messages, blogs, files and any other material made available by the Client within the Private Client Community Forum, except for messages sent between the Client and Users. “Client Data” means any data, information (including, without limitation, any Personal Information or other materials of any nature) recorded in any form whatsoever disclosed or provided to the Service Provider by You in the course of using or in connection with the Service and all information generated by use of the Services by You or Users, including, without limitation, any Client Content; You represent and warrant: (i) that you are solely responsible for the development, operation, and maintenance of Client Content, including without limitation, the accuracy, security, appropriateness and completeness of Client Content and all product-related materials and descriptions; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display Client Content; (iii) that Client Content does not violate, misappropriates or infringes any rights of the Service Provider or any third party, (iv) Client Content does not constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (v) is not designed for use in any illegal activity or to promote illegal activities, including, without limitation, use in a manner that might be libellous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.
(c) Authorization and Account Information. You represent and warrant that: (i) the information you provide in connection with your registration for the Services is accurate and complete; and (ii) you are duly authorized to do business in the country or countries where you operate, the individual executing the Services Agreement is an authorized representative of your entity, and (c) your employees, officers, representatives and other agents accessing the Services are duly authorized to access the Services and to legally bind you to the Services Agreement and all transactions conducted under your account.
SECURITY DISCLAIMER
The Service Provider cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the internet.
GENERAL DISCLAIMER AND EXCLUSIONS
You agree that the use of the Services and the Website are provided “as is” and “as available”. There are no warranties or conditions (whether implied or arising by statute or otherwise in law or from a course of dealing or usage of trade) for the Services and the Website. The Service Provider disclaims all statutory warranties and conditions, whether express or implied, including without limitation the conditions and/or warranties of merchantability, merchantable quality or fitness for any purpose, particular, specific or otherwise. The Service Provider does not warrant that the functions contained in the Services or the Website will meet the customer’s requirements or that the operation of the Services will be uninterrupted or error-free.
LIMITATION OF LIABILITY
The Service Provider, its suppliers, affiliates, directors, officers, employees or agents shall not be liable for any loss, injury, cause of action (whether in contract, tort (including negligence) or otherwise), liability or damage of any kind for any cause related to or arising out of this agreement, whether in contract, negligence or tort. In no event shall The Service Provider or its suppliers, affiliates, directors, officers, employees or agents be liable for any indirect, special, incidental, consequential, punitive or exemplary damages of any kind whatsoever, whether or not foreseeable (including, without limitation, legal fees) in any way due to, resulting from, or arising in connection with this agreement, regardless of its negligence or for any cause of action whatsoever and regardless of the form of the action including, without limiting the generality of the foregoing, loss of business, lost profits or revenue, failure to realize expected savings, lost data or any failure of security resulting in any way from the Your use or a user’s use of the Services or the Website, whether arising out of, or resulting from, (i) the use of or inability to use the Services and/or the Website; or (ii) messages received or transactions or instructions entered into through or by reason of the Services, even if the Service Provider has been advised of the possibility of such damages. The limitations set forth in this Agreement shall not apply to You where prohibited by law.
INDEMNIFICATION
You agrees to indemnify and hold harmless the Service Provider and its officers, directors, shareholders, employees and agents from and against all third party Claims (as defined below) arising from: (i) a User’s use of (or inability to use) the Services; (ii) any breach of a the Services Agreement by You; or (iii) that any Client Data, including, without limitation, any Client Content or any Instructions, infringes, misappropriates or violates any copyrights, trademarks, trade secrets or other proprietary rights or privacy, information or other rights of, or has otherwise caused harm to, a third party. This indemnity shall be in addition to and not limited by any other indemnity. “Claim” shall mean all losses, liabilities, damages, claims, taxes, and all related costs and expenses incurred by a party hereto only as the direct result of third party claims against such party, including, without limitation, reasonable legal fees and costs of investigation, litigation, settlement, judgment, interest and penalties. We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you, where it is within our reasonable control, delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defence and settlement of the claim upon delivering notice to you thereof.
NOTICES
(a) Notice to You. Except as otherwise set forth herein, notices made by us to you under the Services Agreement that affect our customers generally (e.g., notices of updated fees, etc.) will be posted on the Website and/or via the e-mail address provided to us in your registration for the Services or any updated e-mail address you provide to us in accordance with standard account information update procedures we may provide from time to time. Notices made by us under the Services Agreement for you or your account specifically (for example., notices of breach and/or suspension) will be provided to you via the email address provided to us on the first page of the Services Agreement or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email;
(b) Notice to the Service Provider. For notices made by you to us under the Services Agreement and for questions regarding the Services Agreement or the Services, you may contact the Service Provider at support@timedright.com or via the contact information provided at the timedright.com website, as may be updated from time to time.
ENTIRE AGREEMENT
Subject to the immediately following sentence, the Services Agreement and any other schedules or exhibits attached thereto, and any amendments or additions thereto, constitute the entire agreement and set forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, representations, covenants, arrangements and discussions with respect thereto. All of the Service Provider’s policies and agreements related to its customers’ use of the Services are incorporated herein and made part of this Agreement by reference including without limitation the Terms of Use that the Service Provider may establish from time to time, in its sole discretion, its Privacy Policy, and its Trademark and Copyright Policy, current copies of each of which may be found on the Service Provider’s website at www.timedright.com.
ENTIRE AGREEMENT/GENERAL PROVISIONS
This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. TimedRight may change the terms of this Agreement at any time by posting modified terms on its website or with the Services. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Any and all rights and remedies of TimedRight upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on TimedRight, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.
RELATIONSHIP BETWEEN YOU AND THE SERVICE PROVIDER
Nothing contained in the Services Agreement shall be deemed or construed as creating a joint venture or partnership between the parties; no party is by virtue of the Services Agreement authorized as an agent, employee or agent representative of the other party.
WAIVER
Any waiver of any right or remedy under the Services Agreement must be in writing and signed by each party. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.
ASSIGNMENT
You may not assign any rights or obligations under the Agreement and any purported assignment shall be ineffective. The Service Provider may assign or delegate all rights and obligations under the Services Agreement without notice to you.
GOVERNING LAW
This Services Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province as it applies to contracts negotiated, executed, delivered, and performed solely within such jurisdiction (without giving effect to its conflict of laws rules) and the parties agree that the United Nations Convention on Contracts for the International Sale of Goods, as amended, shall not apply. Any and all disputes arising from the Services Agreement shall be determined by the courts of the Province of Ontario and, to the maximum extent permitted by law, such courts shall have exclusive jurisdiction with respect thereto unless waived in writing by the Service Provider.
MISCELLANEOUS
The Service Provider’s failure to insist upon or enforce strict performance of any right or provision of the Services Agreement shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Services Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) of the Services Agreement.