TimedRight Paid Services Agreement


UPDATED: June 17, 2024


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 THIS PAID SERVICE AGREEMENT. FURTHER, AS THE PAID SERVICE (SOMETIMES REFERRED TO HEREIN AS “PAID SERVICES”) ARE PART OF THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THE MEMBER AGREEMENT.

Your use of the Paid Service is subject to this Paid Service Agreement, the TimedRight Member Agreement, the TimedRight Trademark & Copyright Usage Policy, and the TimedRight Privacy Policy (collectively, the “Paid Service Agreement” or “Agreement”). This Paid Service Agreement is 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 Paid Service to You. “You” refers to any individual who creates an account on the Service, or, if the Paid 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 paying for the Paid Service on behalf of Your employer, you represent and warrant that You have the authority to agree to these terms of Paid Service on its behalf. If You do not agree with the terms of this Agreement, do not use the Paid 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 Paid Service on a trial basis, complimentary basis, and/or cost free basis. By using the Paid Service, You signify Your irrevocable acceptance of this Agreement. The website, all its pages, any mobile application 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”.



For a description of the TimedRight Service, see the TimedRight Member Agreement and www.timedright.com. The Paid Service includes, and is limited to those aspects, portions, and functions of the TimedRight Service that are paid for, have been paid for, or will be paid for. A summary of 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.

The provision of Paid Services under this Agreement may be further specified in one or more Statements of Work (SOWs), which describe in detail the services to be provided, the deliverables, pricing, and the timeline for performance. Each SOW shall form an integral part of this Agreement and shall be subject to its terms and conditions. In the event of a conflict between the terms of this Agreement and the terms of any SOW, the terms of the SOW shall prevail with respect to the services covered by that SOW.

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.



You agree that we may modify any policy or other terms referenced in the Paid 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) TimedRight Member Agreement, (b) the Privacy Policy, (c) the Trademark and Copyright Usage Policy, or (c) any other general terms and conditions applicable to the Paid Services, the TimedRight web sites or other TimedRight online 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 Paid Service 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 Paid Service Agreement on the date set forth at the top of this Agreement.



Subject to Your acceptance and compliance with this Agreement and with any payment requirements for any Paid Service 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 Service Agreement. Users shall access the Paid Service by means of a specific account (the “User’s Account“) using the usernames and passwords.



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 Service 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 TimedRight Member Agreement, you may generally publicize your use of the Paid Services; however, you may not issue any press release with respect to the Paid Service or the Paid Service Agreement without our prior written consent.

Please take note of the following 3 sections which relate to Prohibited Uses, Resale and Unauthorized User, and Enforcement.

  • Prohibited Uses. You agree not to use the Paid Services to:
      • Send unsolicited messages or postings, including, but not limited to, unsolicited commercial advertising and informational announcements.
      • Engage in any form of spamming or unsolicited communication.
      • Engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Paid Services or TimedRight’s network.
      • Use the Paid Services for any unlawful, fraudulent, or malicious purposes or to solicit others to engage in any such activities.
      • Post or transmit any content that is defamatory, obscene, indecent, threatening, or otherwise violates the rights of others, including intellectual property rights.
    • Resale and Unauthorized Use:
        • You are expressly prohibited from selling, reselling, renting, leasing, lending, or otherwise transferring any rights to use the Paid Services to any other person or entity without the express written consent of TimedRight.
        • You may not use your account to grant temporary access to the Paid Services to third parties for promotional or marketing purposes without the express written consent of TimedRight. This includes, but is not limited to, selling or “renting” access to post promotional information, and it includes posting on behalf of a third party, where that third party is paying you for such action.
        • Any violation of these resale restrictions may result in immediate termination of your account and access to the Paid Services without refund.
      • Enforcement. TimedRight reserves the right to investigate and take appropriate legal action against anyone who, in TimedRight’s sole discretion, violates these provisions, including, but not limited to, reporting you to law enforcement authorities and terminating your access to the Paid Services without notice.



      Any Users, including You and anyone invited to Your Paid Service, who access the Paid Service 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 Member Agreement prior to their use of the Services and/or the Website and/or the Paid Service. 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.



      You agree to maintain accurate billing 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 Paid Service.



      If You choose to acquire and/or subscribe to a Paid Service, You shall pay fees to the Service Provider.

      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 in your quote, purchase order, and/or Paid Service package outlined on timedright.com. Your Billing Data on file must be kept valid if you have any active Paid Service 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 Service package.

      For subscription or recurring 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 subscription or recurring 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.

      If all or a portion of Your Paid Service Fee payment is late or overdue, and the overdue portion of the payment is not remitted to the Service Provider within 3 days of the due date, then the Service Provider reserves the right to invoice you a “Late Payment Fee” equal to 3% of the overdue amount. Further, the Service Provider will invoice You an additional Late Payment Fee of 1.5% of the overdue amount for every 15 days that Paid Service Fee remains outstanding and overdue beyond the due date. (For example, if the Paid Service Fee is paid 27 days late, then the Service Provide will invoice you 4.5% of the outstanding overdue amount as Late Payment Fee.)

      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, correct, and maintained in accordance with the ACCURATE BILLING INFORMATION above (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.



      Subject to the other terms hereof, if you are on a monthly renewing service term, You may terminate the Paid Service at any time. If the Paid Service is a billed monthly and it is canceled, then the Paid Service will not renew the following month. Any fees paid up to the date of termination are non-refundable.

      If You have agreed to a service term that is 3 months or longer (which will 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 30 days’ prior written notice to the Service Provider and payment of 50% of any remaining payments due under the terms of the Agreement to the then current end of term or any subsequent expiry date as liquidated damages.

      To terminate your Paid Service, contact your TimedRight Customer Success Manager by email and send a copy of that email to customer_service@timedright.com.



      The Service Provider may, at its sole discretion, at any time and for any reason terminate the Paid Service. If Your Paid Service Fee payment is late or overdue by 21 days or more, the Service Provider will Suspend the Paid Service and/or your access to the Paid Service.



      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 or remove any of your community groups, events, content and/or data stored on the Services and (ii) applicable Service fees will continue to accrue from the date of the suspension onward so as to maintain the community groups, events, content and/or data.



      Upon termination of the Service or Paid Service 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 Paid Service; (ii) all of your rights under the Paid Services Agreement shall immediately terminate; and (iii) Service Provider may stop providing the Paid Service (wchih may include, but may not be limited to, community groups and events) and 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.



      Without limitation, the Service Provider may terminate a User’s access to any of the Services or the Paid Service at any time.



      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.



      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 Paid Service 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 Paid Service;

      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.



      You acknowledges and agree that the Service, the Paid Service, 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 Service, 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 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.



      Depending on the level of Paid Service purchased, you may include your organization’s name, tradenames. Trademarks, and/or branding 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 Paid Services as described.



      TimedRight is committed to maintaining robust security for the Service. As with the Member Agreement, 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.



      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.



      You agree that the following sections (as described by the section headers) of the TimedRight Member Agreement apply to this Paid Service Agreement. These sections include:

      • PRIVACY
      • CONDUCT

      The TimedRight Member Agreement is available at www.timedright.com, and every TimedRight user must agree to it before they are provided a TimedRight user account.



      Subject to the immediately following sentence, this Paid Service Agreement and any other schedules or exhibits attached hereto, and any amendments or additions hereto, 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 its Services are incorporated herein and made part of this Paid Service Agreement by reference including without limitation its Member Agreement, 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.



      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.



      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: