TIMEDRIGHT MEMBERSHIP AND USER SERVICES AGREEMENT
UPDATED: Nov 18, 2018 (Mobile Version)
ACCEPTANT 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.
By using the Service, You signify Your irrevocable acceptance of this Agreement. The Agreement is applicable to use of the Service on a trial basis, complimentary or cost free basis, and/or a Paid Service basis (as defined herein). 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.
DESCRIPTION OF SERVICES
The Service includes, and is limited to, a service, web site, or mobile application that allows You access to and use of a TimedRight account. The Service Provider owns and operates the website TimedRight, which is at timedright.com. TimedRight makes the Service at timedright.com available for purposes that include, but are not limited to, persons to connect with each other to share information, network and interact, discuss topics of interest, and to coordinate and manage contacts, relationships, events, meetings, appointments, and communications.
ACCOUNTS AND PASSWORDS
In order to use the Service, You must have a valid “TimedRight Account” or “Account”. This Account grants You access to the TimedRight Service, website, and mobile application. To create an Account, You must register for the Account by providing TimedRight with information that includes, but may not be limited to, an electronic email address and a password (collectively your “Account Access Data”). Your Account username will correspond to the e-mail address You register with. When You register, and whenever changing your password, carefully select your password so that it cannot be easily guessed by anyone else. You are responsible for maintaining the confidentiality of the Account Access Data for Your Account, and are fully responsible for all activities that occur under Your Account. You agree to (a) immediately notify TimedRight of any unauthorized use of Your Account or any other breach of security. TimedRight cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. In consideration of use of the Service, You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service’s registration and account information forms, and (b) maintain and promptly update the Account Access Data to keep it true, accurate, current and complete. TimedRight assumes no duty to verify such information. If You provide any information that is untrue, inaccurate, not current or incomplete, or TimedRight has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TimedRight has the right to suspend or terminate Your Account and refuse any and all current or future use of the Service (or any portion thereof). TimedRight may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to You and the right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation.
We take great care to ensure that use of the Service is safe and secure. We are committed to protecting the security of our users’ personal information, as well as the confidentiality of personal information within the electronic data and computer systems that enable us to provide the Service. While TimedRight takes strong measures to ensure the security of the Service and the confidentiality of your information, it is extremely important that You also take precautions to ensure that your information remains safe and secure.
Unauthorized use of the Service and our systems including but not limited to unauthorized entry into our systems, misuse of passwords, or misuse of any information on the Service is prohibited. If You suspect that someone else knows your password, You must change it immediately. In the event of any unauthorized use of your account or any other breach of security, You must also immediately notify and follow any instruction given to you. You agree that You are entirely responsible for maintaining the confidentiality of your username, password, credit card number (if provided) and other Account Access Information.
You agree that TimedRight will not be liable for any loss that You may incur as a result of someone else using your Account Access Information, either with or without your knowledge. You agree that You will be responsible for all activity in your account, whether initiated by you, or by others on your behalf, or by any other means, until You notify TimedRight of a breach at email@example.com or firstname.lastname@example.org, close down your account and/or prove that your account security was compromised due to a fault of our systems. You further agree that You will be held liable for losses incurred by TimedRight or another party due to someone else using your Account Access Information. TimedRight SPECIFICALLY DISCLAIMS LIABILITY FOR ANY ACTIVITY IN YOUR ACCOUNT, WHETHER AUTHORIZED BY YOU OR NOT. For security purposes, You must keep Account Access Information in a secure location and take precautions to prevent others from gaining access to your Account Access Information.
Once You have registered and have an Account, You may create a user profile (“Profile”) to be used in connection with your use of the Service. You may add additional information about yourself to your Profile including, but not limited to, your current professional role, work location, credentials, professional experience, contact information, and biographical information. Including additional information in your Profile, which is in addition to the required information that is provided to TimedRight during the registration process, is optional and any additional information may be altered or removed by You at any time. A portion of your Profile, such as your salutation, name, credentials, title(s), work place organizations and your ‘Viewable by All Members’ summary information, may be viewable by all other Members of the Service and shall be deemed non-confidential and non-proprietary. Aside from the foregoing, any additional information that You enter into your Profile or through the Service will be displayed and made accessible only to other users (who may be an individual or an organization) of the Service whom You have specifically chosen to connect and interact with. By connecting to other users of the Service, You are giving them access to more information in your Profile and enabling them to more easily communicate with You via the Service. By electing to join and interact with Service areas (including, but not limited to group and event spaces) operated by other users (who may be individuals or organizations), You acknowledge that You may be giving them access to more information in your Profile and enabling them to communicate with You via the Service, and this communication can include email notifications from the Service to Your email as You provided with Your Account Access Data.
ACCURATE ACCOUNT INFORMATION
Certain areas of the Service are community oriented. Please remember that anything that You submit or display in connection with the Service is your own responsibility and we expect You to take utmost care to ensure that it remains friendly, courteous, respectful of others and is in compliance with this Agreement. You are required to comply with all applicable laws in connection with your use of the Service and such further limitations as may be set forth below and in any written or on-screen notice from TimedRight. You may not use the Service for any purpose that is unlawful or prohibited by the terms and conditions or that harms TimedRight, its affiliates, its service providers, suppliers or customers.
When using or contributing to the Service You agree not to submit, upload, email or otherwise transmit any: (i) defamatory, slanderous, libelous, harassing or abusive content; (ii) pornographic or sexually explicit submits, messages, images or other content; (iii) posts, messages, or other content that abuse any person or group based on racial, ethnic or religious affiliation, national origin, physical disability or sexual orientation; (iv) posts, messages, or other content likely to leave other users feeling harassed, threatened, bullied, stalked, intimidated or abused, or their privacy invaded; (v) posts, messages, or other content that promote or endorse any activity that is illegal or offensive; (vi) posts, messages, or other content that contain, or contain links to, files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of our computer systems or those of any user; (vii) “spam”, advertising or promotion of commercial services or products and or attempts to fundraise or solicit money from any other Members; (viii) content that infringes the rights of a third party (including but not limited to copyrights, trademarks, patents, rights of privacy and trade secrets); and (ix) posts, messages, or other content with hyper-links to other websites that contain content that falls within the descriptions set forth above.
You are prohibited from selling, trading or otherwise transferring your account or any information therein to another party or charging anyone for access to any portion of the Services, or any information therein.
TERM OF AGREEMENT; TERMINATION; MODIFICATIONS
The term of this Agreement will commence, and You may begin using the Services, once You agree to the terms and conditions of this Agreement by checking the box to confirm You have read the TimedRight Membership Agreement, and You understand and agree with it, and then clicking the “Submit” or “Sign-up” button. The Agreement will remain in effect until terminated by You or us in accordance with the terms and conditions of this Agreement.
You agree that You will be responsible for notifying TimedRight should You desire to terminate your use of the Service and cancel your membership.
We may, in our sole discretion, terminate or suspend your access to all or part of the Service at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement. In addition to TimedRight’s termination rights as set out elsewhere in this Agreement, TimedRight reserves the right to suspend or terminate your access to the Service and/or your account if your usage of the Service results in, or is the subject of, legal action or threatened legal action, against TimedRight or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.
You agree that TimedRight may modify this Agreement or the Service from time to time without notice to you. You agree to be bound by any changes TimedRight may reasonably make to this Agreement or the Service when such changes are made.
Any terms and conditions of this Agreement which by their nature extend beyond the termination or expiry of this Agreement shall survive the termination or expiry of this Agreement including, without limitation, those sections of this agreement relating to Privacy, Proprietary Rights, Content Licenses, Dealing with Third Parties, Representations and Warranties, Indemnities, Data and Access Disclaimers, Personal Information Disclaimers, Disclaimer of Warranties, and Limitation of Liability.
USERS ACCESSING YOUR GROUPS OR EVENTS
You may use the Service to create groups and events within the Service areas. Any Users, including You and anyone invited to Your Groups or Events, who use the Service to access Your Groups and Events must create a TimedRight Account. You acknowledge and agree that each User must first agree to be bound by the terms and conditions of this Agreement. You further acknowledge and agrees that TimedRight reserves the right in its sole and absolute discretion to terminate or suspend any User’s access to the Service in the event that such User has breached or is in violation of any Additional Policies. TimedRight shall not be liable to you in the event of any such termination. You acknowledge and agree that in no event shall TimedRight be liable, directly or indirectly, for any loss or damage as result of any activity under a User’s Account.
Certain parts of the Service may be available via your mobile phone or handheld device (“Mobile Services”) and in using Mobile Services You agree that we may communicate with You regarding the Service by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In addition, the Mobile Services may cause icons and data to be displayed on and through your mobile device, which data may be updated on a periodic basis by connecting to and transferring data from servers through the Internet and/or communication systems to provide content updates and to populate your mobile device with new information. By using Mobile Services, You hereby explicitly agree to the foregoing service functionality. In the event You change or deactivate your mobile telephone number, You agree to promptly update your TimedRight account information to ensure that your messages are not sent to the person that acquires your old mobile telephone number. Use of the Mobile Services may result in charges imposed by your wireless telecommunications provider for communications sent to or from your mobile phone or handheld device and You will be responsible for such charges. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, You should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services.
PAID SERVICES AND PAYERS
Some aspects, portions, and functions of the Service are only available when a TimedRight customer or Client pays for them to be available. We refer to portions of the Service that are paid for as “Paid Services”, and those customers or clients who pay for these as (“Payers”). You may or may not require private invitations to join, access and/or otherwise use Paid Services. If You are using the Service through or on behalf of a Payer, such entity may have a separate agreement with TimedRight, but You are nevertheless individually bound by this Agreement.
We refer to all postings, comments, communications, correspondences, opinions, comments, observations, recommendations, and including all text, data, photographs, video, audio clips, music, sound, chat, messages, blogs, files, software, graphics, and interactive features and any other material or information made available by users of the Service as “Content“.
You acknowledge and agree that TimedRight (or TimedRight’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Service may contain information which is designated confidential by TimedRight and that You shall not disclose such information without TimedRight’s prior written consent.
We refer to any Content that You submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist), as “Your Content”. Other than the limited licenses granted by You to TimedRight as set forth in the following section relating to Content Licenses from You, You retain copyright and any other rights You already hold in Your Content, and TimedRight acknowledges and agrees that it obtains no right, title or interest from You (or your licensors) under this Agreement in or to Your Content. Unless You have agreed otherwise in writing with TimedRight, You agree that You are responsible for protecting and enforcing those rights and that TimedRight has no obligation to do so on your behalf.
Unless You have been expressly authorized to do so in writing by TimedRight, You agree that in using the Services, You will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
CONTENT LICENCES FROM YOU
Unless otherwise specified by the Payer of a Paid Service when when You are invited to use and/or You join any Paid Service, You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Paid Services. Accordingly, TimedRight requires from You certain license rights to Your Content in order to operate the Service and provide the Paid Services. By submitting, posting or displaying Your Content You give TimedRight a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, display and distribute any of Your Content for the purposes of enabling TimedRight to display, distribute, provide and make available the Paid Service. You agree that this license includes a right for TimedRight to make Your Content available to companies, organizations or individuals with whom TimedRight has relationships for the provision of such Paid Services, and to use Your Content in connection with the provision of those Paid Services.
You understand that TimedRight, in performing the required technical steps to provide the Paid Services to our users, may (a) transmit or distribute Your Content over various public networks and in various media; and (b) make such changes to Your Content as are necessary to conform and adapt that portion of Your Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit TimedRight to take these actions.
TimedRight hopes to consistently improve and add to the Services. If the foregoing licenses are determined by TimedRight to be inadequate to appropriately provide such improvements or additions, TimedRight will amend this Agreement to grant TimedRight such additional license rights to Your Content, provided that such terms will only apply to Your Content submitted by You prior to the amendment and if You do not remove Your Content within thirty (30) days after the amendment is first published on the Services.
You represent and warrant that: (i) You own Your Content or that You otherwise have the right to grant the license set forth in this section, (ii) the “posting” (that is, the displaying, publishing or transmitting (such as by email or otherwise) of Your Content on or through the Service or the Paid Services (as the case may be) does not violate any law or regulation; and (iii) the posting of Your Content on or through the TimedRight website, the Service or the Paid Services (as the case may be) does not violate the privacy, publicity, patent, copyright, trademark, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any of Your Content. You confirm and warrant to TimedRight that You have all the rights, power and authority necessary to grant the above licenses.
YOUR ACCESS TO THE SERVICES
STORAGE LIMITS AND OTHER LIMITS
You acknowledge that the Service includes general practices and limits concerning use of the Service depending on the nature, type and/or level of Paid 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 Paid Services. You agree that TimedRight has no responsibility or liability for the deletion of, or failure to store or transmit, any communications or Content including, without limitation, any Data (including any of Your Content), maintained or transmitted by the Service. You acknowledge that TimedRight 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 Service to you as described in this Agreement, you acknowledge that: (i) your access to and use of the Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Service 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 Service 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 accesses the Service that You have purchased from the Service Provider, may incur as a result of any Service Suspension.
DEALINGS WITH THIRD PARTIES
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Service and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Service or obtained by You through the Service is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Services. You understand that by using the Service, You may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabelled or are otherwise deceptive. Under no circumstances will TimedRight be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere.
You acknowledge and agree that your correspondence or business dealings with any third parties, including without limitation, any Member, professionals, organizations (commercial, charitable or otherwise) or advertisers, found on, or through, any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between You and such third parties. The responsibility for ensuring compliance with all applicable laws in connection with any such transactions will be yours alone. You agree that TimedRight will not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions. You are solely responsible for your interactions with other TimedRight users and Members.
TimedRight reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. You understand that by using the Service You may be exposed to Content that You may find offensive, indecent or objectionable and that, in this respect, You use the Service at your own risk.
TimedRight does not have any obligation to verify the identity of the persons subscribing to the Services, nor does it have any obligation to monitor the use of the Service by other users; therefore, TimedRight disclaims all liability for identity theft or any other misuse of your identity or information.
Any TimedRight Member may ask for their Profile to be “Verified”, after which TimedRight will execute, to the best of its ability, a process to confirm the identity of the Member. This “Profile Verification” is not 100% accurate and, even after Profile Verification, TimedRight cannot guarantee the completeness, truthfulness, accuracy, or reliability of the Profile of any user. You understand that by using the Services, You may expose Content to users who are misusing or misrepresenting their identity, and under no circumstances will TimedRight be liable in any way for any Content, including, but not limited to, any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere.
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.
During and after the term of the Agreement, with respect to any aspects of the Service 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.
You acknowledge that any use of the Service contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to TimedRight, its affiliates, suppliers and any other party authorized by TimedRight to resell, distribute, or promote the Service (“Resellers“), and under such circumstances TimedRight, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that You have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that You own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on your behalf. You represent and warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s trademark or trade name. If You are using the Service through or on behalf of a Subscribing Organization, You represent and warrant to TimedRight that You are an employee of such Subscribing Organization or are otherwise authorized to do so.
(a) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
(b) any inaccuracy or breach of a representation and warranty made by You in this Agreement;
(c) the content, the quality, or the performance of any of Your Content or Your Premium Content;
(d) your use of the information accessed from the Website or Services, or communications made using the Services; or
(e) your violation of this Agreement.
You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and You agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and legal fees of the Indemnified Parties in connection therewith. We reserve the right to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. The indemnities contained in this provision shall survive termination of this Agreement.
CONVERSATION AREAS, MESSAGES, DISCUSSION GROUPS, FORUMS, AND CHATS
The Service may include various discussion areas, forums, blogs, groups, and chat rooms where You can post, among other things, comments on designated topics. TimedRight cannot guarantee that other Members will not use the ideas and information that You share in these areas. Therefore, if You have an idea or information that You would like to keep confidential and/or do not want others to use, do not post it on these and other such areas of the Services. TIMEDRIGHT IS NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY CONVERSATION AREA, DISCUSSION GROUP, FORUM, BLOG OR CHAT ROOM AND WILL NOT BE RESPONSIBLE FOR ANY RELIANCE OR DECISIONS MADE BASED ON SUCH INFORMATION.
You agree that TimedRight shall not be bound by any statement of a general nature, which may be posted on the Website and/or the Service or contained in TimedRight’s promotional materials.
DATA AND ACCESS DISCLAIMER
We disclaim any responsibility for the deletion, the failure to store, the misdelivery, or the untimely delivery of any information or material. We disclaim any responsibility for any lost or deleted data caused by our maintenance on the servers or the technology that underlies the Website or any the Services, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance, or any other cause beyond our reasonable control. This provision shall survive termination of this Agreement.
PROFESSIONAL INFORMATION DISCLAIMER
The Services, inclusive of the Paid Services, may make available certain information provided by third parties, including Paid Service Payers, such as news items and information related to various professional fields such as, without limitation, medicine and other health related matters, industry, legal or regulatory matters (“Professional Information“). Professional Information may contain facts, views, opinions, recommendations, descriptions of, or references to, products, services of a certain professional nature. Professional Information made available by TimedRight through the Service is: (a) for informational purposes only; (b) not to be used or construed as a substitute for professional advice, diagnosis, or treatment; (c) not intended as a recommendation or endorsement of any specific tests, products, procedures, opinions or any other information; and (d) does not replace consultations with a qualified medical, legal, financial or other relevant professional. Reliance on any pharmaceutical-related, health-related or medical-related Professional Information on or accessible through, the Service is solely at your own risk. In addition, while Professional Information may be frequently updated, this information can change rapidly and therefore, some Professional Information may be out of date. You agree that all risk associated with the use of, or reliance on, any Professional Information rests with you. You further agree that the TimedRight Parties (as defined within the Disclaimer of Warranties section), will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any Professional Information. This provision shall survive termination of this Agreement.
DISCLAIMER OF WARRANTIES
Your use of the Service or the TimedRight website is at Your sole risk. The Service and the TimedRight website, or any part thereof, whether Paid Services or not, are provided on an “As Is” and “As Available” basis. TimedRight and its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and Resellers (the “TimedRight Parties”) expressly disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including, without limitation to the implied warranties of merchantability, fitness for a particular purpose and non-infringement in connection with or otherwise relating to the Services. Each of the TimedRight Parties makes no warranty that: (1) the Service will meet your requirements; (2) the Service will be uninterrupted or timely; (3) the Service will be secure or error free; (4) content obtained from use of the Service, content accessed through the Service, or content made available to You as a result of using the Services, will be accurate, reliable, or complete; (5) the quality of any goods, services, information, or other material that may be offered and subsequently purchased or obtained by You through the Service will meet Your expectations. Any material or content downloaded or otherwise obtained through the use of the Service is accessed at your discretion and at your own risk, and the TimedRight Parties are not responsible for any damage to your computer system or loss of data that results from the download of such material or content. No advice or information obtained by You from TimedRight, or through or from the Service or any part thereof, shall create any warranty not expressly stated in this Agreement.
Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above limitations of liability may not apply to you. The foregoing disclaimer of warranties shall survive this agreement.
LIMITATION OF LIABILITY
You expressly understand and agree that TimedRight and the TimedRight Parties shall not be liable to You for any direct, indirect, special, incidental, exemplary or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of goodwill, business interruption, loss of business information, loss of content or data, or any other pecuniary loss or damage) resulting from: (1) the use of or inability to use the Service; (2) the provision of or failure to provide technical or other support service; (3) the procurement of goods or services through the Service offered by TimedRight; (4) unauthorized access to or alteration of Your Content or data; (5) loss, removal or alteration of data or Your Content associated with your account; (6) statements or conduct of any third party using the Services; whether arising in tort (including negligence) contract or any other legal theory; even if TimedRight, its affiliates, suppliers or resellers have been advised of the possibility of such damages.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of liability may not apply to you. This provision shall survive termination of this Agreement.
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
The failure of TimedRight to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from the Agreement and does not affect the validity and enforceability of any remaining provisions.
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.
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. You hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario, Canada, without regard to the conflicts of laws principles. You agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and TimedRight Inc. is intended or created by this Agreement.
You may not assign any rights or obligations under the Agreement and any purported assignment shall be ineffective. TimedRight may assign or delegate all rights and obligations under this Agreement without notice to you.
Notices to You may be made via either email or regular mail. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to You generally on the Service. All notices or other correspondence to TimedRight under this Agreement must be sent to the following electronic mail address for such purpose:
Or the following physical address:
545 King Street West, 2nd Floor
Toronto, ON M5V1M1