Last Modified: October 21, 2024.
Welcome to Timeero! Timeero is based in the United States and when you interact with us, regardless of your location, by visiting our websites, using our applications, engaging in marketing activities, enjoying our version control software platform, and using any related services (“Services”), you understand and agree that these Terms of Use (“Terms”) will apply and control.
Please read these Terms carefully before you start to use our Services. By continuing to access or use our Services, or by click-acceptance, you accept and agree to be legally bound by and abide by these Terms. These Terms, together with any documents referenced herein, such as our Privacy Policy, form an agreement between you and Timeero. Your continued access and use of our Services is contingent upon your ongoing compliance with these Terms.
A. Site. The “Site” means the Timeero website, currently hosted at www.timeero.com, or any future websites or pages which we operate.
B. Applications. The “Timeero Application” means the self-contained program and software provided by Timeero which offers time and location tracking access services. “Applications” means both the web and mobile applications and includes any newly-developed applications made available through Timeero, including any upgrades, documentation or other software which enables the use of such.
C. Software Requirements. You are required to have a compatible mobile telephone or handheld device, internet access, and the necessary minimum specifications described in the documentation (“Software Requirements”) to use the Site, Applications or the Web App. Timeero reserves the right to change the Software Requirements for the Applications or the Web App as it deems necessary in its sole discretion.
D. Web App. The “Web App” is a cloud-based solution accessible through any web browser and provides a robust range of tools, such as reporting, HR management tools, user management, job management and time management.
E. Updates and Changes. In connection with providing the Services required under these Terms, Timeero may elect to update the Site, Applications, the Web App, or any other part of our Services at any time. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Services. You agree that Timeero may automatically deliver such updates to you as part of the Services and you shall receive and install them as required. Any new features that augment or enhance the then-current Services are also subject to these Terms. We reserve the sole right to either modify or discontinue the Services or features of such that might be available, at any time, with or without notice to you. We will not be liable to you or any third party should we exercise such a right.
You acknowledge that the terms of any agreement with your respective mobile network provider (“Mobile Provider”) will continue to apply when using the Applications. Consequently, you may be charged by your Mobile Provider, or any applicable third parties, for access to its/their network connection services while you are accessing or using the Site, the Applications, the Web App or our Services. You accept responsibility for any such charges that arise.
A. Creation and Usage. To create an account and register for any of the Services, you must be eighteen (18) years or older, provide your full legal name, a valid email address, a valid phone number, and any other information requested to complete the signup process (“Registration Data”). The information we obtain through your use of the Services, including the Registration Data, is subject to our Privacy Policy. If you are accessing the Services on behalf of a company or other entity, you represent and warrant that you are fully authorized to act on behalf of such company or entity and that your agreement to these Terms is fully binding upon such company or entity. You agree that you will provide truthful information and maintain the accuracy and completeness of your account. You agree that we may communicate with you and provide you with notices by email to the address then-current in your account.
B. Security. You are the sole “Authorized User” of your account. You may be provided with or asked to create a username and/or password. We encourage you to safeguard that information to protect your account from unauthorized access. You are responsible for all activities that occur in connection with your account. If you suspect that any unauthorized party is using your account, you agree to notify us immediately.
C. Sharing. You may not transfer or share your account with anyone. We reserve the right to immediately terminate your account if you do transfer or share your account. If you have employees or other agents who will access the Services through your account, you are responsible to ensure that such individuals abide by these Terms, and you agree to notify us immediately of any breach of these Terms.
D. Termination. You always have the right to terminate your account with Timeero and can do so by accessing your account settings or contacting our Customer Service. If we, in our sole discretion, determine that you have acted inappropriately, we reserve the right to limit, restrict, suspend, or terminate your account; prohibit you from using our Services; remove any content you may have provided; and take any appropriate legal actions to protect Timeero, our partners and affiliates, or other users. If Timeero limits, restricts, suspends, or terminates your right to use the Services for a reason that we believe in good faith to be a breach of these Terms, you will not be entitled to any refund of unused balance in your account. Upon termination or suspension, your right to use the Services, including the Site, the Applications, and the Web App immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information.
A. Plans. Subject to Customer’s compliance with these Terms, Timeero will provide Customer with access to and use of Timeero's Services in accordance with your selected “Plan,” set forth on https://timeero.com/pricing/ (“Price and Plan Page”). By signing up for any “Plan,” you agree to pay us the applicable fees, for an initial term of one (1) month (“Initial Term”) or an annual payment based on the Plan that was selected. These Terms will remain in full force and effect anytime you use the Site, the Applications, the Web App, and/or any of our Services.
B. Payment. By signing up for the Services, you agree to pay the fees disclosed on the Site. All fees connected with our Services are nonrefundable. You agree to provide current, complete, and accurate purchase and account information for all purchases you make with Timeero. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
C. Disruption of Services. You acknowledge and agree that from time to time, the Services may be inaccessible or inoperable due to equipment malfunctions, periodic maintenance procedures, repairs or upgrades which Timeero may undertake, service malfunctions and causes beyond the reasonable control of Timeero or which are not reasonably foreseeable by Timeero, including without limitation, interruption or failure of telecommunication or digital transmission links, delays or failures due to your hardware, ISP, hostile network attacks, network congestion, or other failures.
If you are a Customer with multiple Authorized Users, you agree to comply with and to ensure that all Authorized Users agree to and comply with Timeero’s acceptable use requirements for the Services. Failure to comply with the following requirements, or others that we may reasonably implement in our discretion and as needed, may result in suspension or termination of Customer and/or its Authorized Users’ access to and use of the Services.
A. Customer may not and may not cause or permit others to:
(I) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations;
(II) attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services;
(III) take any action that imposes, or may impose as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
(iv) upload invalid data, viruses, worms, or other software agents through the Services;
(v) collect or harvest any personally identifiable information, including account names, from the Services;
(vi) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity;
(vii) perform or disclose any benchmarking, availability, or performance testing of the Services; perform any removal, remediation, customization or change to the Services, outside of that which is provided in the Documentation without the prior express agreement of Timeero;
(viii) perform any removal, remediation, customization or change to the Services, outside of that which is provided in the Documentation without the prior express agreement of Timeero;
(ix) perform or disclose any performance, identification, access, or vulnerability testing of the Services without Timeero’s prior written approval; or
(x) bypass the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
B. Customer may not and may not cause or permit others to:
(i) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services in any medium (including automated or non-automated scraping, data structures or similar materials produced by programs);
(ii) access or use the Services to build or support, directly or indirectly, products or services competitive to Timeero; or
(iii) license, sell, transfer, assign, distribute, outsource, commercially exploit, or make available the Services to any third party except as permitted by these Terms or a Plan.
C. User Content. Customer and its Authorized Users are solely responsible for the content and data that they submit through the Site, the Application, the Web App or any Services (“User Content”).
(i) You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy.
(ii) To the extent that your User Content contains content that is owned or licensed by others, you hereby represent that you possess the right to post and use such content on the Services and have the right and power to grant, and do hereby grant, an appropriate license to Timeero for the posting and use of the User Content to the Services.
(iii) In the case where User Content comprises a sound recording, you hereby represent that you are the owner or licensee of all the necessary copyright rights to post and use the User Content on the Services, including without limitation the performance, mechanical, lyrical, and sound recordings rights, with respect to each and every composition and sound recording contained in such User Content.
(iv) Customer, and not Timeero, is liable for any unauthorized access, redistribution, infringement upon, or violation of any patent, copyright, trademark, contract, or any other right of User Content provided to through the Services.
(v) Timeero reserves the right, but is not obligated, to reject and/or remove any User Content that we believe, in our sole discretion and without notice, violates any of these provisions. In no instance, will Timeero be liable for the removal of any User Content materials.
(vi) Customer understands that publishing your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization, and Timeero bears no liability for loss of rights associated with User Content posted on the Services.
D. Export Compliance. Customer acknowledges and agree that the Services may be subject to applicable export laws and regulations of the United States and other countries, including but not limited to the International Traffic in Arms Regulations of the U.S. Department of State, economic sanctions laws and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), and/or the Export Administration Regulations of the U.S. Department of Commerce, Bureau of Industry and Security. Customer shall not and shall not allow any third parties to remove or export from the United States or allow the export or re-export of any part of the Services or any portion thereof, including downloadable software: (i) into (or to a national or resident of or entity organized under the laws of) any embargoed or terrorist-supporting country or territory (currently, Crimea, Cuba, Iran, North Korea, and Syria), (ii) to anyone on the U.S. Commerce Department’s Denied Persons List or Entity List or OFAC’s list of Specially Designated Nationals and Blocked Persons; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of such export or re-export, without first obtaining such license or governmental approval; or (iv) otherwise in violation of any sanctions, export or import restrictions, laws, or regulations of the United States or foreign governmental agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Services and any portion thereof are further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
A. License to Use and Access. For the duration of any authorized period of use of the Services, Timeero grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use, and to permit Authorized Users to access and use, the Services, Timeero Materials (defined below), and any related “Documentation” meaning technical documentation generally published by Timeero to all of its customers in accordance with these Terms and solely for the Customer's own internal business purposes. To the extent that we may make software components available, via app stores or other channels, as part of the Services, we grant to Customer a limited, non-sublicensable, non-transferable, non-exclusive, worldwide license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with these Terms. There are no implied licenses granted to the Services, Timeero Materials or Documentation, and all rights not expressly granted by the license in this section are retained by Timeero.
B. License Restrictions. Customer agrees to comply, and will ensure that its Authorized Users comply, with any usage limitations of the Services contained on any applicable Plan or other terms as may be provided to Customer at the time of engaging our Services. Customer also agrees that it will not, and will not allow Authorized Users or third parties to, directly or indirectly:
(i) modify, translate, copy or create derivative works based on the Services;
(ii) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Services, except as and only to the extent this restriction is prohibited by law;
(iii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party;
(iv) remove or obscure any copyright, trademark or other proprietary notices, legends or Timeero branding contained in or on the Services;
(v) use the Services in any way that violates any applicable federal, state, local or international law or regulation;
(vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services; or
(vii) use or access the Services to build or support and/or assist a third party in building or supporting products or services competitive to the Services.
C. Expiration of License. Any license rights to use the Services will expire upon termination of an applicable Plan with Timeero. Any Services, Timeero Materials or Documentation in the possession of Customer upon expiration or termination must be returned to Timeero or certified in writing as having been destroyed.
A. Fees. Customer will pay for access to and use of the Services as set forth in these Terms and any applicable Fees (“Fees”). We may modify our Fees or introduce new fees in our sole discretion which will only become effective upon the next renewal of a Plan or as otherwise agreed in writing by the parties. In the event that Timeero delays invoicing any Fees, Late Fees or Overage Fees, such delay shall not be a waiver of any payment due to Timeero for Services provided, except in such case as delay may be construed by law to bar Timeero from recovery.
B. Payment. We will invoice you for the Fees and any other applicable costs (e.g., bank transfer fees) in accordance with the Plan. Customer agrees to pay all invoices submitted in accordance with these Terms or the Plan within thirty (30) days after the invoice date. All information that you provide in connection with a purchase or transaction or other monetary transaction with the Services must be accurate, complete, and current. Acceptable payment methods include a credit card via the app or online portal. All Fees must be paid in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in these Terms, non-refundable.
C. Taxes. Fees determined by the Plan are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
D. Failure to Pay. If you fail to pay any Fees in accordance with these Terms, we may restrict or suspend your access to the Services pending payment of such overdue invoices.
E. Late Fees. In the event that an invoice remains outstanding net-30 from the invoice date, Timeero may implement a “Late Fee” of 20% of the annual total, compounding monthly until the overdue Fees, including any Late Fees, less any Timeero-approved objections, are remitted in full.
F. Overage Fees. For any Customer account that has storage usage limits, if the Customer’s storage usage exceeds its designated limit, Timeero reserves the right to implement an “Overage Fee” of up to $10.00/Gb for each month, or portion of a month, that the account exceeds the storage usage limit.
G. Objections to Invoices and Fees Due. If Customer believes that we have billed you incorrectly, Customer must contact us in writing no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to be eligible to receive an adjustment or credit.
H. New Services. During the Plan Period or Renewal Period, we may offer new services that are not included in your current Plan. Timeero will notify you of the Fees for such, and you may choose to purchase new services under a new Plan, but will not be required to do so to continue to use your then-current Services.
A. Term and Renewal. The Services begin on the start date of the Services and remains in effect until the applicable Plan has expired or has been terminated. The length of time a Plan lasts will be stated at the time of Plan purchase. Each Plan will automatically renew for additional periods equal in length to the original Plan period (“Renewal Period”) at Timeero’s then-current prices plus any annual price increase as communicated by Timeero, where such annual price increase shall be capped at 15% per annum from the start of the Renewal Period. If Customer reduces the number of licenses the aforementioned fee increase limit shall not apply. Either party may choose not to renew any Plan by giving the other party notice in writing of non-renewal at least thirty (30) days before the end of the then-current Renewal Period.
B. Plan Cancellation. The Customer is solely responsible for the proper cancellation of any Plan. The Customer may cancel the Plan at any time by contacting info@timeero.com.
C. Termination for Cause. If a party materially breaches these Terms, the non-breaching party may terminate a Plan for cause upon written notice to the breaching party and the breach is not substantially cured within thirty (30) days after the non-breaching party provides written notice of such breach.
D. Effect of Termination.
(i) Customer Termination. If Customer terminates its Plan under these Terms as a result of Timeero’s failure to cure a material breach, Timeero will refund any unused, prepaid Fees for the remainder of the then-current Plan Period or Renewal Period as stated on the applicable Plan.
(ii) Timeero Termination. Upon any termination for cause by Timeero, Customer will pay any unpaid Fees covering the remainder of the then-current Plan Period or Renewal Period after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any Fees payable to us for the period prior to the effective date of termination.
(iii) License Termination. Except as otherwise set forth herein, upon any termination of a Plan under these Terms, all licenses granted hereunder will immediately terminate and Customer will no longer have the right to access or use the Services.
E. Suspension of Service. In the event that Customer fails to fully pay its invoices as per the terms indicated on any such invoice, Timeero reserves the right to immediately suspend service once an invoice becomes past due without such notice to customer. Except amounts due for which Customer has properly objected and notified Timeero in accordance with section 8(h). The Customer Account may be designated an “Inactive Account” if the account remains delinquent for a period of thirty (30) days after suspension of services and the Removal Period will begin.
F. Data Migration and Removal Period. Following termination or expiration of Customer’s Plan for any reason (e.g., closure, inactivity, non-renewal) by either party, Timeero may immediately revoke Customer access to Customer Account information and the Removal Period shall begin. Within thirty (30) days of the start of the Removal Period, should the Customer require access to its Customer Account information, upon written request, Timeero will provide the Customer with read-only access to the Services for a period of up to ninety (90) days from the date of termination or expiration (“Removal Period”). Such access is granted for the sole purpose of exporting Customer Account information (except for comments made through the Services by Authorized Users). Timeero will charge a monthly fee equal to 20% of the total annual contract value plus any applicable taxes in advance of granting access until such time that all Customer Account information has been removed and Timeero is notified of such by Customer (“Monthly Maintenance Fee”). Data Migration and Removal Period service will only be made available to Customer if the account is current and no arrears are due to Timeero at the time of request.
G. Expiration of Removal Period. If after thirty (30) days following the commencement of the Removal Period the Customer has not requested read only access, Timeero has no further obligation to maintain any Customer Account information or data and has no obligation to provide any further notices to Customer regarding the maintenance of any Customer Account information. As such, upon the expiration of the Removal Period, Timeero may without notice delete any remaining Customer Account information in our systems or otherwise in our possession or under our control.
A. Confidential Information. “Confidential Information” is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. Customer’s Confidential Information includes, without limitation, data provided by Customer to Timeero in the course of using or receiving the Services. Timeero’s Confidential Information includes, without limitation, the Services, Timeero Materials, and Documentation, pricing of the Services (i.e., listed price and/or pricing methodology), any Plan, business plans, marketing information, and services design and implementation.
B. Use and Nondisclosure. A receiving party will hold the Confidential Information of a disclosing party in strict confidence and treat that information with the same degree of care as it uses in dealing with its own Confidential Information, but no less than a reasonable degree of care. Timeero will use Customer Confidential Information solely for the purposes of providing the Services. Each party may share Confidential Information with its employees, directors, agents, or third-party contractors who need to know it and provided that each is bound in writing to terms at least as restrictive as those herein. Other than as allowed in the preceding sentence, Customer will not disclose or enable the disclosure of Confidential Information to any third party, except as specifically authorized by Timeero in writing.
C. Exceptions. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach by the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party, without breach of any obligation owed to the disclosing party; (iii) is received from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party. All Confidential Information is the property of the disclosing party and its disclosure does not grant any express or implied rights (e.g., under patent, copyright, trademark, or trade secret laws) to the receiving party. All rights not expressly granted herein are reserved by the disclosing party.
D. Required Disclosure. A party may disclose Confidential Information when compelled to do so by law, but only if it: (i) promptly provides prior notice to the disclosing party and an opportunity for it to seek a protective order; and (ii) discloses only the minimum amount of Confidential Information that is necessary to comply with the required disclosure.
E. Return. Upon reasonable written request, a receiving party will promptly return all Confidential Information or certify in writing that it has destroyed all such materials.
A. Privacy. Timeero cares about data security and your privacy. Please review our Privacy Policy which is incorporated into these Terms and controls our privacy obligations as you interact with us and use our Services. Timeero has taken appropriate measures to ensure that your information, including any Personal Data, is safeguarded during processing by us or by our authorized subprocessors or third parties. When our Customers use our Services, it is the responsibility and liability for the Customer to ensure the information that it controls and processes is in compliance with any applicable laws based on the Customer’s location and the locations of its Authorized Users.
B. Applicable Law. Timeero is based in and operates its businesses from the United States. If you or your Authorized Users access or use our Services from outside of the United States, different laws or requirements may apply and you agree and consent to have your Personal Data that is transferred to and processed in the United States. By accessing and using our Services, you consent to our processing (meaning the collection, use, transfer and storage) of your information as we have disclosed in our Privacy Policy and further that, regardless of your location, you understand, agree and consent to have your Personal Data transferred to and processed in the United States. Your privacy questions and concerns may be directed to info@timeero.com.
C. Ownership of Usage Data. As described more fully in our Privacy Policy as we operate the Services, we collect data pertaining to the use of our Services by Customers and Authorized Users and the general operation of our Services (“Usage Data”). We use this Usage Data to monitor and improve our Services and to develop new improvements or offerings. Notwithstanding anything to the contrary herein, we aggregate and anonymize Usage Data before sharing it with any third party. Timeero owns all right, title and interest in and to the Usage Data.
D. Data Security. At all times in relation to providing the Services to Customers and Authorized Users, Timeero will maintain appropriate, industry-standard administrative, physical, technical and organizational measures to protect any data and information, including Personal Data. Those safeguards include measures for preventing unauthorized access, use, modification, deletion and disclosure of information that Timeero collects, accesses, processes or receives from Customers under these Terms against unauthorized or unlawful transfer, processing, or alteration and against accidental access, loss, damage, processing, use, transfer, or destruction.
E. Security Incident. In the event of a known or reasonably suspected data security incident involving our Services, Timeero will promptly notify Customer and will promptly investigate the incident. Such notice will describe the incident, the status of our investigation, and, if applicable, the potential number of persons affected. If such incident triggers any third-party notice requirements, Customer will be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. Customer bears sole responsibility for adequate security, protection and backup of information, including Personal Data, when in Customer’s possession or control. Timeero is not responsible, and Customer is fully responsible, for what Customer’s Authorized Users do with any information to which it has authorized access, including Personal Data.
A. Ownership of Timeero Materials. Timeero owns and/or has the right to use the Services and all underlying and related technology, information and documentation related to the Services, including the Site, the Applications, and the Web App. (“Timeero Materials”). Our Timeero Materials, including the look and feel of such are protected by patent, trademark, trade secret, copyright and other intellectual property rights. All trademarks, logos, and service marks displayed within our Services are the registered and unregistered trademarks of Timeero. You may not use, copy, edit, reproduce, republish, upload, post, transmit, distribute, create derivatives of, or modify the Timeero Materials in any way without prior written approval from us and any third party owner or licensor. You are prohibited from infringing or violating Timeero’s intellectual property rights and we will enforce our rights to the fullest extent of the law.
Unless otherwise indicated, our Services and all Timeero Materials are our proprietary property, are owned or licensed and controlled by us, and are protected under various intellectual property rights, unfair competition laws of the United States, international copyright laws, and international conventions. The Services and the Timeero Materials are provided “AS IS” by us to you and only for your authorized use. Except as specifically provided in these Terms, no part of our Services or any Timeero Materials may be used by you for a commercial purpose without our express prior written permission.
B. Commentaries on Timeero. Our websites or other marketing materials, as well as in our other Services, may contain video or text commentaries by users of Timeero Services. These commentaries are personal to the individuals providing them and the views expressed therein belong solely to those individuals and do not necessarily reflect Timeero’s views or opinions. Users who provide commentary are not affiliated with Timeero (unless designated as such) and are not compensated for their opinions by Timeero. Timeero owns all license, image and intellectual property associated with any commentaries, and may, without the permission of the user, edit the commentaries as necessary for content, clarity or brevity.
C. Feedback. You may from time to time provide suggestions, comments or other feedback with respect to the Services, including Timeero Materials and Documentation, or future products and services that we may develop (“Feedback”). Timeero may, but is not required to, use or incorporate this Feedback into its Services and by providing us with Feedback you agree that we may do so. You hereby grant to us and our assigns a fully paid up, royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind, except that Timeero will not identify you as the provider of such Feedback. If you are an Authorized User, it is your responsibility and that of the Customer who has authorized you, to confirm that you may share your Feedback with us prior to you doing so.
D. Copyright Infringement. In your interactions with Timeero and your use of our Services, you may not post, modify, distribute, or reproduce in any way, any content that is copyrighted material belonging to others, without obtaining their prior written consent.
The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through our websites or otherwise in our Services infringes your copyright, you may send a notice to us requesting that the material be removed or access to it blocked. For the notice to be effective, it must be in writing and must include the following information:
(i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
(ii) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);
(iii) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material within our websites or otherwise in our Services;
(iv) the name, address, telephone number and email address (if available) of the complaining party;
(v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, and your content has been removed or access to your content has been blocked, the DMCA permits you to send us a counter-notice. For the counter-notice to be effective, it must be in writing and must include the following information:
(i) physical or electronic signature of the user or a person authorized to act on behalf of the user;
(ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(iii) a statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(iv) the user's name, address, and telephone number; and
(v) a statement that the user consents to the jurisdiction of the courts in the State of Arizona, and that the user will accept service of process from the person who submitted the Notification of Claimed Infringement or an agent of such person.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. DMCA notices and counter-notices regarding our websites and Services should be sent to:
Timeero LLC.
3377 S. Price Rd., Ste. 2050,
Chandler, AZ 84248
Phone: 888-998-0852
info@timeero.com
Please note that under Section 512(f) of the Copyright Act, any person who knowingly misrepresents that material or activity was removed or disabled by mistake or mis-identification may be subject to liability. Please also be advised that Timeero may take action against repeat infringers, including the termination of your user account and barring you from using our Services.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED TIMEERO MATERIALS, DOCUMENTATION, COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TIMEERO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT TIMEERO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
TIMEERO WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THESE TERMS OR THE USE OF THE SERVICES, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY. IN NO EVENT WILL TIMEERO BE LIABLE WITH RESPECT TO ANY DAMAGES THAT, IN THE AGGREGATE, EXCEED THE AMOUNTS PAID OR PAYABLE TO TIMEERO WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. FURTHER, IN NO EVENT SHALL TIMEERO’S TOTAL AGGREGATE LIABILITY FOR ACTIONS ARISING FROM THE USE OF BETA PRODUCTS, TRIAL PLAN SERVICES OR TRIAL SERVICES EXCEED ONE HUNDRED DOLLARS ($100) WITHIN A TWELVE (12) MONTH PERIOD. THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF OR COULD HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
A. Timeero Indemnification. Timeero will, as permitted by applicable law, indemnify, defend, and hold Customer and its officers, directors, and employees harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of an unaffiliated third party (“Claim”) based upon or resulting from: (i) infringement of such third party’s Intellectual Property attributable to use of the Services by Customer or its Authorized Users or (ii) a security incident is attributable to a third-party provider, to the extent the data that is the subject of the security incident was provided by Timeero to the third-party provider, or to Timeero’s negligence, willful misconduct, or failure to fulfill its obligations under these Terms or any Plan.
(i) Exceptions. Notwithstanding anything to the contrary, Timeero will have no obligation to indemnify, defend and hold Customer harmless from any Claims to the extent they arise from: (a) use of the Services in any manner by Customer that does not comply in all material respects with these Terms or the Documentation; (b) use of the Services by Customer in combination with any hardware, software or other applications not approved by Timeero; or (c) modifications to the Services by or on behalf of Customer that are not made or authorized by Timeero (“Exceptions”).
(ii) License Option. In the event that any part of the Services becomes the subject of a Claim, or Timeero reasonably determines that any is likely to become the subject of a Claim, asserting that its use infringes the Intellectual Property of a third-party, Timeero may, at its sole discretion, (a) procure a license as necessary for the provision of the Services as required under an applicable Plan, or (b) modify or replace the Services to avoid infringement, provided that such retains materially the same or better features and functionality.
B. Customer Indemnification. Customer agrees that Timeero will have no liability for and Customer will to the fullest extent permitted by applicable law, indemnify, defend, and hold Timeero harmless against any Claim to the extent arising from any Exception.
C. Indemnification Procedure. The indemnified party will: (i) give the indemnifying party prompt notice of any indemnified claim, provided that failure of the indemnified party to give such prompt notice will not relieve the indemnifying party of any obligation to indemnify pursuant to this section, except to the extent the indemnifying party has been prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim, provided that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation. The indemnified party will have the right to retain its own counsel at its own expense to participate in the defense or settlement of any indemnified claim.
16. GENERAL TERMS
A. Publicity. Customer grants us the right to use its name and logo as a reference for marketing or promotional purposes on our Site and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as may be provided to us from time-to-time.
B. Force Majeure. Except for Customer’s payment obligations, neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, pandemics, war, terrorism, and governmental action.
C. No Third-Party Beneficiaries. This Agreement is between Timeero and the Customer. Except as described in Section 16, Subsection D and Paragraphs (i)-(vi), there are no third-party beneficiaries to these Terms, such that a person who is not a party to the agreement formed by these Terms may not enforce any of its provisions under any applicable law.
D. Third Party Products, Links and Information. The Services may integrate with third party products, services, materials, or information or links thereto that are not owned or controlled by us (“Third Party Materials”). You may be required by the providers of such Third Party Materials to enter into separate agreements in order to use their services. Timeero does not warrant, and will not have any liability or responsibility for, any websites, materials, products, or services of third parties. Any use by you of Third Party Materials is entirely at your own risk and discretion and we do not endorse or assume any responsibility for any such Third Party Materials. Customer expressly relieves us from any and all liability arising from its or its Authorized User’s use of any Third Party Materials.
(i) Timeero, and not ADP or its vendors, is solely responsible for providing, maintaining, supporting, and updating the Application and its associated services. Timeero shall provide product support for the Application. Customer may access support by emailing us at info@timeero.com.
(ii) TIMEERO HEREBY DISCLAIMS ON BEHALF OF ADP AND APPDIRECT ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS OR WARRANTIES, AND ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
(iii) Customer’s, Authorized Users’ and any other end users’ sole and exclusive remedies shall be against any such third party developers. ADP and AppDirect shall have no liability or obligation to Customers, Authorized Users or other end users.
(iv) Customers, Authorized Users and any other end users will not (i) decompile or reverse engineer the ADP Marketplace or take any other action to discover the source code or underlying ideas or algorithm of any components thereof, (ii) copy the ADP Marketplace, (iii) post, publish or create derivative works based on the ADP Marketplace, or (iv) remove any copyright notice, trade or service marks, brand names and the like from the ADP Marketplace or related documentation.
(v)Timeero shall indemnify, defend and hold harmless Customer and its employees from and against any and all suits, actions, damages, costs, losses, expenses (including reasonable outside attorneys’ fees) and other liabilities (each, a “Claim”) arising from or in connection with allegations that the Application or any related services violates or infringes any intellectual property right of a third party, invades or infringes any right of privacy, or right of publicity, of any person or entity. Timeero shall, at its sole expense, conduct the defense of any such Claim and all negotiations for its settlement or compromise; provided, however, that: (a) no settlement or compromise of such a Claim shall be entered into or agreed to without Customer’s prior approval (not to be unreasonably withheld or delayed): and (b) Customer shall have the right to participate, at its own expense, in the defense and/or settlement of any such Claim to the extent necessary to protect its own interests.
E. Notices; Email Communications. Notices under these Terms will be provided as follows:
(i) Either party may utilize email, with Customer using info@timeero.com and Timeero using the Customer email address provided through the Services, and notice is deemed given the business day following the date of sending notice email; or
(ii) Either party may utilize U.S. certified or registered mail, with Customer using 3377 S Price Rd Ste. 2050, Chandler, AZ 85248 to notify Timeero and Timeero using the physical address provided by Customer through the Services, to notify Customer, and notice is deemed given three (3) days after the date of mailing; and
(iii) Timeero may in addition to the above provide valid notice to Customer through the Services, and notice is deemed given the day on which it is provided in the Services.
F. Amendment and Waivers. No modification or amendment to these Terms will be effective unless made in writing and signed by an authorized representative of both parties. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right, and so such waiver will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
G. Severability. If any part of these Terms is found to be invalid or unenforceable, that part will be limited to the minimum extent necessary to allow the remainder and intent of the Terms to otherwise remain in full force and effect. Our failure to enforce any part of these Terms is not a waiver and we do not give up any of our rights to later enforce.
H. Headings. The headings contained in these Terms are for reference purposes only and do not affect in any way the meaning or interpretation of these Terms.
I. Assignment. Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Timeero may assign its agreement(s) with any Customer, in their entirety (including all Plans), without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
J. Governing Law and Venue. These Terms, and any disputes arising out of or related hereto (including all Plans), will be governed exclusively by the internal laws of the State of Arizona, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Each party hereby consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Chandler, Arizona to adjudicate any dispute arising out of or relating to these Terms. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
K. Dispute Resolution; Waiver; Binding Arbitration. If you have a dispute with Timeero, we invite you to reach out to us at info@timeero.com so that we can try to resolve your concerns. If after 30 days we are unable to amicably resolve any claim or dispute between us arising under these Terms, then you agree to have your claim or dispute resolved through confidential, individual, binding arbitration in Arizona under the then prevailing commercial arbitration rules of the American Arbitration Association (“AAA”) and you hereby waive any right to a jury trial.
(i) The parties agree that one (1) arbitrator, selected jointly by the parties, will arbitrate the dispute. If the parties cannot agree on an arbitrator within 20 days of the demand for arbitration, the arbitrator will be selected from the AAA panels and according to the Rules of the AAA. The decision of the arbitrator will be made in writing, is final and binding, and judgment may be entered in any court of competent jurisdiction. The decision may not be vacated, modified or appealed, except to the extent permitted by the terms of sections 10 and 11 of the Federal Arbitration.
(ii) To the fullest extent of the law, such arbitration will be limited to a specific individual and may not be inferred to or against matters affecting other individuals’ interactions with Timeero, thus meaning that you agree not to participate in any joint, consolidated or class action lawsuit or arbitration and you explicitly waive the right to have your claims consolidated into, asserted by, or determined according to a class action lawsuit or arbitration. Terms shall be governed by, construed, and enforced in accordance with the laws of the State of Arizona, without giving effect to any conflict of law provisions. The expenses of arbitration, including reasonable attorneys’ fees and the fees and expenses of the arbitrator, shall be shared equally by the parties.
(iii) Notwithstanding this provision, Timeero may bring a claim related to intellectual property rights or seek temporary and preliminary specific performance and injunctive relief in any court of competent jurisdiction, without the posting of bond or other security.
(iv) If any dispute arises under this Agreement, the prevailing party in any litigation will be entitled to recover its reasonable attorneys’ fees and court costs from the other party.
L. Authorizations. Each party represents and warrants that it has validly entered into these Terms and has the legal power to do so on its own behalf or as an agent representing its company.
M. Entire Agreement. These Terms, including all referenced materials or services herein, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
N. Controlling Terms. Without limiting the entirety of the Agreement provision in the foregoing, these Terms control and supersede the terms of any online agreement electronically accepted by Customer or any Authorized Users, as well as any Plan or the pre-printed terms or other terms on any Customer purchase order or other documentation.
17. CHANGES TO THE TERMS
We expressly reserve the right to change these Terms from time to time by posting such changes and any changes posted to the Terms shall be immediately binding upon any new user and binding after thirty (30) days upon a pre-existing user. Such posting shall constitute notice to you. You agree that it is your responsibility to periodically review these Terms and to familiarize yourself with any modifications. Your continued use of the Site, the Application, the Web App or any Services after such modifications will constitute acknowledgement of the modifications and agreement to abide and be bound by the revised Terms. For questions about the Terms of Service please email info@timeero.com. Violation of any of these Terms may result in the suspension or termination of your account without a right to any refund.
18. CONTACT US
If you have any questions about these Terms or would like to provide us with feedback, comments, requests for support, or other communications relating to our Services, please contact us at: info@timeero.com or you may direct mail to us at: Timeero LLC, 3377 S. Price Rd., Ste. 2050, Chandler, AZ 85248
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