Terms of Services
Effective: December 2nd, 2015
General
4. The failure of TimeTeller to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
5. You agree that TimeTeller owns all legal rights in the Service. You must not remove, modify or obscure any legal notices.
6. You are not entitled to use TimeTeller trademarks (especially 'TimeTeller'), trade names, brands, domain names, or other distinctive brand features.
7. Violation of any of the terms hereof can result in the termination of your user-account or access to the Services. Violation of any of the terms will also terminate your usage rights of the Services.
8. If a provision of this agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, this shall not affect: (i) the validity or enforceability in that jurisdiction of any other provision of this agreement; or (ii) the validity or enforceability in other jurisdictions of that or any other provision of this agreement.
Provision of the Services by TimeTeller
9. Your use of the Services is at your sole risk and at your own discretion. The Services are provided on an "as is" and "as available" basis.
10. TimeTeller does not warrant that (i) the Services will meet your requirements or expectations, (ii) the Services will be delivered uninterrupted, timely, secured or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) any errors in the Services will be corrected.
11. You understand and agree that TimeTeller shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to any loss of profit, loss of goodwill, loss of business reputation, loss of data, cost of procurement of substitute goods or Services, or other intangible loss, resulting from: (i) the use or the inability to use the Services; (ii) any changes which TimeTeller may make to the Services, or any permanent or temporary cessation in the provision of the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through the use of the Services; (v) or any other matter relating to the Services.
12. Technical support is provided on a best-effort basis and only by e-mail or by telephone as per TimeTeller decision.
13. You understand that TimeTeller can use third parties (e.g., hosting partners and/or other service providers) to provide the Services (e.g., hardware, software, networking, storage, etc.).
14. TimeTeller may stop, remove, modify, or add (permanently or temporarily) Services (or features within Services) at TimeTeller’s sole discretion. Any new, changed, or removed features are subject to these Terms of Service.
15. By continuing to access or use the Services following such changes have entered into effect, you agree and accept to such changes and the terms and conditions associated with them.
Use of the Services
16. You agree to use the Services only for purposes that are permitted by (i) these Terms of Service and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
17. TimeTeller hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by TimeTeller. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
18. TimeTeller may offer or require you to register for a user-account. You ensure that all registration information you provide will always be valid, correct, and up to date. You are responsible for maintaining the security of your user-account and password. User-accounts registered by bots or other automated methods are not permitted and not recommended.
19. TimeTeller’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. TimeTeller is not responsible for any delays, delivery failures, or other damage resulting from such problems.
20. TimeTeller will always ask for permission before initiating a software update. You may withdraw your consent at any time by clicking "NO" for each update, or by uninstalling the software altogether. This includes Automatic Updates and Software with Click-to-Run technology, which may check with TimeTeller now and then for updates and supplements.
21. You agree that you will not impersonate another person.
22. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
23. You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose without the express written permission by TimeTeller.
24. You agree that you are solely responsible for any breach of your obligations under these Terms of Service and that you shall bear any and all liability arising out of your actions in connection with TimeTeller including but not limited to any loss or damage which TimeTeller may suffer of any such breach. For the avoidance of doubt it shall be clarified that under no circumstances will TimeTeller be held liable for any action, activity or other course of action you are involved in.
25. You agree to TimeTeller’s privacy policy
Limitation of Liability and Warranty
26. Under no event shall TimeTeller, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any -
26.1. errors, mistakes, or inaccuracies of content;
26.2. personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Services;
26.3. any unauthorized or illegal access to the servers used by TimeTeller and/or any and all personal information and/or financial information stored therein;
26.4. any interruption or cessation of transmission to or from our Services,
26.5. any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our Services by any third party;
26.6. any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages.
27. By using TimeTeller you acknowledge that TimeTeller shall not be liable for content or the defamatory, offensive, or illegal conduct of any third parties or other users of TimeTeller.
28. You agree that your use of TimeTeller and its ancillary Services shall be at your sole risk. To the fullest extent permitted by law, TimeTeller, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Services and your use thereof. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. TimeTeller makes no warranties or representations about the accuracy or completeness of TimeTeller's content or the content of any sites linked to TimeTeller and assumes no liability or responsibility. TimeTeller shall not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. TimeTeller does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services or any hyperlinked services or featured in any banner or other advertising. YOU AGREE THAT UNLESS ACTION IS INITIATED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES RELATING TO ANY SERVICE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Indemnity
29. Without limiting the above, you hereby release, discharge and hold harmless TimeTeller and its Partners and each of their respective employees, officers, directors and suppliers from any and all claims, actions, damages, liabilities, losses, costs and expenses of any kind (including, without limitation, attorneys' fees) arising out of, resulting from, or by reason of, your use of the Services, including without limitation any exploitation of your personal TimeTeller user profile, on any legal theory whatsoever (including, but not limited to, copyright infringement, personal injury, rights of privacy and publicity, idea misappropriation, false light, or defamation).
You agree to defend, indemnify and hold harmless TimeTeller and any of its directors, shareholders, employees, consultants or affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from or in any way relating to:
29.1. your (or anyone using your account's) use of and access to the TimeTeller website or mobile app, Services;
29.2. your (or anyone using your account's) violation of any term of these Terms and Conditions;
29.3. your (or anyone using your account's) violation of any third party right, including without limitation any intellectual property, copyright, property, personal injury or privacy right;
29.4. any claim that your actions, in connection with TimeTeller's Services, have caused damage to a third party.
30. This indemnification obligation shall survive these Terms and Conditions and your use of the TimeTeller Services.
Intellectual Property Rights
31. The content and technology offered by TimeTeller, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the trademarks, service marks and logos contained therein, patents are owned by or licensed to TimeTeller, subject to copyright and other intellectual property rights.
32. TimeTeller's service is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. You agree to not engage in the use, copying, or distribution of any of TimeTeller's services other than expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through TimeTeller for any commercial purposes. If you download or print a copy of the TimeTeller's content for personal use, you must retain all copyright and other proprietary notices contained in TimeTeller's services. You agree not to avoid, disable or otherwise interfere with security related features of TimeTeller or features that prevent or restrict use or copying of any content or enforce limitations on use of TimeTeller's services.
Assignment
33. TimeTeller holds sole rights of assignment and licenses or any other rights without any restriction. User is not permitted to transfer or assign any of rights or license under this agreement to a third party.
Entire Agreement
34. This Terms of Service constitute the entire understanding between the parties concerning the use of TimeTeller along with its privacy policy and copyright policy of TimeTeller.
Severability
35. Should any portion of this terms and conditions be found invalid by a court of competent jurisdiction, the remaining provisions of terms and conditions hereof shall continue in full force and effect.
Governing Law
36. These Terms and conditions shall be governed by the laws of the State of New York without respect to conflict of law principles. Any claim or dispute between you and TimeTeller that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction in New York State, of the United States of America.
Charges and Payment of Fees
37. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide TimeTeller with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month.
38. TimeTeller charges and collects in advance for use of the Service. TimeTeller will automatically renew and bill your credit card or issue an invoice to you every month for monthly licenses or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless TimeTeller has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. TimeTeller’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on TimeTeller’s income.
39. You agree to provide TimeTeller with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, TimeTeller reserves the right to terminate your access to the Service in addition to any other legal remedies.
40. Unless TimeTeller in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (ii) entities with headquarters and a majority of users resident in Japan will be billed in Japanese yen and subject to Japanese payment terms and pricing schemes ("Japanese Customers"); and (iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of TimeTeller ("Non-U.S./Japan Customers"). If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
41. In addition to any other rights granted to TimeTeller herein, TimeTeller reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or TimeTeller initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that TimeTeller may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
42. This Agreement commences on the Effective Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at TimeTeller’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.
43. Any breach of your payment obligations or unauthorized use of the TimeTeller Technology or Service will be deemed a material breach of this Agreement. TimeTeller, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, TimeTeller may terminate a free account at any time in its sole discretion.
General
- The TimeTeller website & associated Microsoft Outlook Plugin is owned & operated by CJ2 Solutions LLC. Any reference to ‘TimeTeller,’ ‘We,’ ‘Us,’ and ‘Our,’ is to the CJ2 Solutions LLC organization.
- TimeTeller’s most updated TOS can be found on TimeTeller’s website; however the Terms of Service may change from time to time without any prior notice.
4. The failure of TimeTeller to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
5. You agree that TimeTeller owns all legal rights in the Service. You must not remove, modify or obscure any legal notices.
6. You are not entitled to use TimeTeller trademarks (especially 'TimeTeller'), trade names, brands, domain names, or other distinctive brand features.
7. Violation of any of the terms hereof can result in the termination of your user-account or access to the Services. Violation of any of the terms will also terminate your usage rights of the Services.
8. If a provision of this agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, this shall not affect: (i) the validity or enforceability in that jurisdiction of any other provision of this agreement; or (ii) the validity or enforceability in other jurisdictions of that or any other provision of this agreement.
Provision of the Services by TimeTeller
9. Your use of the Services is at your sole risk and at your own discretion. The Services are provided on an "as is" and "as available" basis.
10. TimeTeller does not warrant that (i) the Services will meet your requirements or expectations, (ii) the Services will be delivered uninterrupted, timely, secured or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) any errors in the Services will be corrected.
11. You understand and agree that TimeTeller shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to any loss of profit, loss of goodwill, loss of business reputation, loss of data, cost of procurement of substitute goods or Services, or other intangible loss, resulting from: (i) the use or the inability to use the Services; (ii) any changes which TimeTeller may make to the Services, or any permanent or temporary cessation in the provision of the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through the use of the Services; (v) or any other matter relating to the Services.
12. Technical support is provided on a best-effort basis and only by e-mail or by telephone as per TimeTeller decision.
13. You understand that TimeTeller can use third parties (e.g., hosting partners and/or other service providers) to provide the Services (e.g., hardware, software, networking, storage, etc.).
14. TimeTeller may stop, remove, modify, or add (permanently or temporarily) Services (or features within Services) at TimeTeller’s sole discretion. Any new, changed, or removed features are subject to these Terms of Service.
15. By continuing to access or use the Services following such changes have entered into effect, you agree and accept to such changes and the terms and conditions associated with them.
Use of the Services
16. You agree to use the Services only for purposes that are permitted by (i) these Terms of Service and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
17. TimeTeller hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by TimeTeller. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
18. TimeTeller may offer or require you to register for a user-account. You ensure that all registration information you provide will always be valid, correct, and up to date. You are responsible for maintaining the security of your user-account and password. User-accounts registered by bots or other automated methods are not permitted and not recommended.
19. TimeTeller’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. TimeTeller is not responsible for any delays, delivery failures, or other damage resulting from such problems.
20. TimeTeller will always ask for permission before initiating a software update. You may withdraw your consent at any time by clicking "NO" for each update, or by uninstalling the software altogether. This includes Automatic Updates and Software with Click-to-Run technology, which may check with TimeTeller now and then for updates and supplements.
21. You agree that you will not impersonate another person.
22. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
23. You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose without the express written permission by TimeTeller.
24. You agree that you are solely responsible for any breach of your obligations under these Terms of Service and that you shall bear any and all liability arising out of your actions in connection with TimeTeller including but not limited to any loss or damage which TimeTeller may suffer of any such breach. For the avoidance of doubt it shall be clarified that under no circumstances will TimeTeller be held liable for any action, activity or other course of action you are involved in.
25. You agree to TimeTeller’s privacy policy
Limitation of Liability and Warranty
26. Under no event shall TimeTeller, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any -
26.1. errors, mistakes, or inaccuracies of content;
26.2. personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Services;
26.3. any unauthorized or illegal access to the servers used by TimeTeller and/or any and all personal information and/or financial information stored therein;
26.4. any interruption or cessation of transmission to or from our Services,
26.5. any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our Services by any third party;
26.6. any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages.
27. By using TimeTeller you acknowledge that TimeTeller shall not be liable for content or the defamatory, offensive, or illegal conduct of any third parties or other users of TimeTeller.
28. You agree that your use of TimeTeller and its ancillary Services shall be at your sole risk. To the fullest extent permitted by law, TimeTeller, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Services and your use thereof. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. TimeTeller makes no warranties or representations about the accuracy or completeness of TimeTeller's content or the content of any sites linked to TimeTeller and assumes no liability or responsibility. TimeTeller shall not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. TimeTeller does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services or any hyperlinked services or featured in any banner or other advertising. YOU AGREE THAT UNLESS ACTION IS INITIATED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES RELATING TO ANY SERVICE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Indemnity
29. Without limiting the above, you hereby release, discharge and hold harmless TimeTeller and its Partners and each of their respective employees, officers, directors and suppliers from any and all claims, actions, damages, liabilities, losses, costs and expenses of any kind (including, without limitation, attorneys' fees) arising out of, resulting from, or by reason of, your use of the Services, including without limitation any exploitation of your personal TimeTeller user profile, on any legal theory whatsoever (including, but not limited to, copyright infringement, personal injury, rights of privacy and publicity, idea misappropriation, false light, or defamation).
You agree to defend, indemnify and hold harmless TimeTeller and any of its directors, shareholders, employees, consultants or affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from or in any way relating to:
29.1. your (or anyone using your account's) use of and access to the TimeTeller website or mobile app, Services;
29.2. your (or anyone using your account's) violation of any term of these Terms and Conditions;
29.3. your (or anyone using your account's) violation of any third party right, including without limitation any intellectual property, copyright, property, personal injury or privacy right;
29.4. any claim that your actions, in connection with TimeTeller's Services, have caused damage to a third party.
30. This indemnification obligation shall survive these Terms and Conditions and your use of the TimeTeller Services.
Intellectual Property Rights
31. The content and technology offered by TimeTeller, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the trademarks, service marks and logos contained therein, patents are owned by or licensed to TimeTeller, subject to copyright and other intellectual property rights.
32. TimeTeller's service is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. You agree to not engage in the use, copying, or distribution of any of TimeTeller's services other than expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through TimeTeller for any commercial purposes. If you download or print a copy of the TimeTeller's content for personal use, you must retain all copyright and other proprietary notices contained in TimeTeller's services. You agree not to avoid, disable or otherwise interfere with security related features of TimeTeller or features that prevent or restrict use or copying of any content or enforce limitations on use of TimeTeller's services.
Assignment
33. TimeTeller holds sole rights of assignment and licenses or any other rights without any restriction. User is not permitted to transfer or assign any of rights or license under this agreement to a third party.
Entire Agreement
34. This Terms of Service constitute the entire understanding between the parties concerning the use of TimeTeller along with its privacy policy and copyright policy of TimeTeller.
Severability
35. Should any portion of this terms and conditions be found invalid by a court of competent jurisdiction, the remaining provisions of terms and conditions hereof shall continue in full force and effect.
Governing Law
36. These Terms and conditions shall be governed by the laws of the State of New York without respect to conflict of law principles. Any claim or dispute between you and TimeTeller that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction in New York State, of the United States of America.
Charges and Payment of Fees
37. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide TimeTeller with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month.
38. TimeTeller charges and collects in advance for use of the Service. TimeTeller will automatically renew and bill your credit card or issue an invoice to you every month for monthly licenses or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless TimeTeller has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. TimeTeller’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on TimeTeller’s income.
39. You agree to provide TimeTeller with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, TimeTeller reserves the right to terminate your access to the Service in addition to any other legal remedies.
40. Unless TimeTeller in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (ii) entities with headquarters and a majority of users resident in Japan will be billed in Japanese yen and subject to Japanese payment terms and pricing schemes ("Japanese Customers"); and (iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of TimeTeller ("Non-U.S./Japan Customers"). If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
41. In addition to any other rights granted to TimeTeller herein, TimeTeller reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or TimeTeller initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that TimeTeller may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
42. This Agreement commences on the Effective Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at TimeTeller’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.
43. Any breach of your payment obligations or unauthorized use of the TimeTeller Technology or Service will be deemed a material breach of this Agreement. TimeTeller, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, TimeTeller may terminate a free account at any time in its sole discretion.
