TimedRight Paid Services Agreement
Updated: Nov 14, 2023
ACCEPTANT OF AGREEMENT
IMPORTANT! — READ CAREFULLY: Some aspects, portions, and functions of the TimedRight Service are only available when paid for. We refer to portions of the Service that are paid for as “Paid Service“, and those customers or clients who pay for these as (“Payers“). BY OPTING TO PAY FOR A PAID SERVICE, OR TO HAVE PAID FOR A PAID SERVICE, OR TO BE PAYING FOR A PAID SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF PAID SERVICES. FURTHER, AS THE PAID SERVICES ARE PART OF THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE MEMBERSHIP AND USER SERVICES AGREEMENT.
The Service Provider and You may be referred to as the “Parties”.
DESCRIPTION OF PAID SERVICE
For a description of the TimedRight Services, see the TimedRight Membership and User Services Agreement. The Paid Service includes, and is limited to those aspects, portions, and functions of the TimedRight Services that are paid for, have been paid for, or will be paid for. A brief summary the Paid Services provided by TimedRight is available at www.timedright.com, and TimedRight reserves the right to update and change the Paid Services from time to time without notice or acceptance by You.
Unless explicitly stated otherwise, any new features that augment or enhance the current Paid Service, including the release of new tools and resources, shall be subject to the Agreement. In order to use the Paid 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. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You also understand and agree that the Paid Service may include certain communications from TimedRight, such as service announcements, administrative messages, etc., and that these communications are considered part of the Paid Service and You will not be able to opt out of receiving them. You agree not to access the Paid Service by any means other than through the interfaces that are provided by TimedRight for use in accessing the Paid Service. TimedRight will provide the Paid Service in accordance with this Agreement. TimedRight may at its sole discretion modify the features of the Paid Service from time to time without prior notice.
MODIFICATIONS TO PAID SERVICES AGREEMENT
USE OF THE PAID SERVICES
Subject to Your acceptance and compliance with this Agreement and with any payment requirements for any Paid 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 Paid Services, solely in accordance with the terms and conditions of the Paid Services Agreement. Users shall access the Paid Services by means of a specific account (the “User’s Account“) using the usernames and passwords.
RESTRICTIONS ON USE
You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Paid Services. You may not compile or use any information obtained through the Paid 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 Paid Services. Subject to the terms and conditions of the Membership and User Services Agreement, you may generally publicize your use of the Paid Services; however, you may not issue any press release with respect to the Paid Services or the Paid Services Agreement without our prior written consent.
USERS ACCESSING YOUR PAID SERVICE
Any Users, including You and anyone invited to Your Paid Service, who access the Paid 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 and User Services Agreement prior to their use of the Services and/or the Website and/or the Paid Services. You further acknowledge and agree 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 BILLING INFORMATION
FEES AND PAYMENT
If You choose to acquire and/or subscribe to a Paid Service, You shall pay fees to the Service Provider.
Upon selection of a Paid Service, 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 Paid Services associated with your account.
Unless otherwise agreed to, 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.
For Paid Services billed monthly, fees are due immediately at the start of the first month for which the Paid Service is purchased, and are due at the start of each month thereafter that the Paid 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.
For Paid Services billed for any term longer than 1 month (such as quarterly or yearly), the Service Provider will accept electronic money transfer, so long as the entire term of the Paid Service is paid up front. Credit cards may also be accepted, at the Service Providers discretion, in which case You would be expected to pay and credit card processing fees. 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 that you have purchased.
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, or a cheque you have provided fails to clear, or an electronic payment you have made fails to clear, 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 Paid Services without notice.
You agree that the Service Provider shall not be liable to you or any third party if it does not receive payment from you or if the Service Provider is unable to charge your credit card in order to renew the Paid 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 Paid Services, or the method of payment that is acceptable to us, at our sole discretion.
By registering for a Paid 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 for the Paid Service even if You never use the Paid Service.
If You are on a monthly, quarterly, or annual service term, Your service term will auto-renew for an equal term length (monthly, quarterly, or annual as appropriate) unless the Agreement explicitly indicates that the service term does not auto-renew.
YOUR TERMINATION RIGHTS
Subject to the other terms hereof, if you are on a renewing monthly service term, You may terminate the Paid Service at any time. If the Paid Service is billed on a monthly, quarterly, or annual basis, and it is canceled, then the Paid Service will not renew the following month, quarter, or year (as appropriate). Any fees paid up to the date of termination are non-refundable.
If You have agreed to a service term that is 13 months or longer (which would be the case for most Enterprise Agreements), You may terminate the Paid Service at a date no less than 90 days from the start of the term or each term renewal. Subject to the other terms hereof, You may terminate the Paid Service upon providing 60 days’ prior written notice to the Service Provider and payment of 70% of any remaining payments that would come due under the terms of the Agreement through to the end Agreement expiry date as liquidated damages.
SERVICE PROVIDER TERMINATION RIGHTS
If Your Paid Service Fee payment is late or overdue, the Service Provider will Suspend the Paid Service and/or your access to the Paid Service. The Service Provider may, at its sole discretion, at any time and for any reason terminate the Paid Service.
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, the Service Provider may terminate a User’s access to any of the Services or the Paid Services at any time.
NO RESALE OF THE PAID SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Paid Service, use of the Paid Service, or access to the Paid Service without the express permission by TimedRight.
“Confidential Information” means any business, marketing, technical, scientific or other information disclosed by a Party and relating to such Party’s operations, products, designs, plans, strategy, customers, business opportunities, finances, research, development, know-how, trade secrets or employees, and, at the time of the disclosure, is designated as confidential, is disclosed in circumstances of confidence, or would be understood by the receiving Party, exercising reasonable business judgment, to be confidential. No obligations arise hereunder with respect to Confidential Information which: (i) is publicly available through no action of the receiving party or breach by third party of obligations of confidentiality; (ii) shall have been in the rightful possession of the receiving party independent of its relationship with the disclosing party; (iii) shall have been developed by or become known to the receiving party without access to any confidential information and outside the scope of any agreement with the disclosing party; or (iv) shall be obtained rightfully from third Parties not bound by an obligation of confidentiality. Service Provider Confidential Information shall include, without limitation, User Profile Data and Service Provider IP.
CLIENT CONTENT / USER CONTENT
Any Client Content that the Client provides to Users or to the Service Provider (including, without limitation, in connection with any Branding Services) is, opposite Service Provider, and shall be owned by the Client and/or the Client’s respective licensors, subject to the licenses granted to Service Provider herein.
User Profile Data shall at all times be considered Service Provider Confidential Information and shall, opposite Client, be owned by Service Provider and nothing in this Services Agreement shall be construed as limiting this right or Service Providers rights relating to the User Profile Data.
The Client hereby grants to the Services Provider, during the term of this Services Agreement, a royalty-free, worldwide, non-exclusive right and license to:
- use, reproduce, modify, adapt, publish, translate, create derivative works from, sublicense, distribute, perform, and display Client Content solely on and through the Websites, the Services or other Service Provider branded products and services; and
- analyze and create aggregate research, data and other analyses, reports and information based on Client Content as specifically contemplated by the Services
The Service Provider shall not disclose Client Content, except: (i) if the Client expressly authorizes the Service Provider to do so in connection with its use of the Services; or (ii) as necessary for the Service Provider to provide the Services to the Client, or (iii) to comply with the request of a governmental or regulatory body, subpoenas or court orders.
Use of Client Content by Service Provider in a manner consistent with the license rights granted herein, shall not attract any obligation to pay Client or any liability for royalties or any other consideration of any kind to the Client or any other party.
PROPRIETARY / INTELLECTUAL PROPERTY RIGHTS
You acknowledges and agree that the Service, the Paid 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 or Paid 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.
During and after the term of the Agreement, with respect to any of the Services or Paid 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.
Depending on the level of Paid 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 Paid 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.
As with the Membership and User Service, you acknowledge that the Service Provider will have no liability to You, or to any Users who access Paid Service 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.
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 EXCUSIONS
You agree that the use of the Paid Service is 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 Paid Service. 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 Paid Service will meet the customer’s requirements or that the operation of the Paid Service will be uninterrupted or error-free.
REFERENCED AND INCLUDED FROM MEMBERSHIP AND USER SERVICES AGREEMENT
You agree that the following sections (as described by the section headers) of the Membership and User Services Agreement apply to this Paid Service Agreement. These sections include:
- ACCOUNTS AND PASSWORDS
- ACCOUNT SECURITY
- USER PROFILE
- ACCURATE ACCOUNT INFORMATION
- TERM OF AGREEMENT; TERMINATION; MODIFICATIONS
- USERS ACCESSING YOUR GROUPS OR EVENTS
- MOBILE SERVICES
- PROPRIETARY RIGHTS
- CONTENT LICENCES FROM YOU
- YOUR ACCESS TO THE SERVICES
- STORAGE LIMITS AND OTHER LIMITS
- DOWNTIME AND SUSPENSION OF SERVICES
- DEALINGS WITH THIRD PARTIES
- NO RESALE OF THE SERVICE
- INJUNCTIVE RELIEF
- REPRESENTATIONS AND WARRANTIES
- CONVERSATION AREAS, MESSAGES, DISCUSSION GROUPS, FORUMS, AND CHATS
- INFORMATION DISCLAIMER
- DATA AND ACCESS DISCLAIMER
- PROFESSIONAL INFORMATION DISCLAIMER
- DISCLAIMER OF WARRANTIES
- LIMITATION OF LIABILITY
The Membership and User Services Agreement is available at www.timedright.com, and every TimedRight user must agree to it before they are provided a TimedRight user account.
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 Agreement shall be deemed or construed as creating a joint venture or partnership between the parties; no party is by virtue of the Agreement authorized as an agent, employee or agent representative of the other party.
Any waiver of any right or remedy under the 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.
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.
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.
The Service Provider’s failure to insist upon or enforce strict performance of any right or provision of the 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 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 Agreement.
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: