Terms of Service
(last updated August 17, 2022)
These Terms of Service (the “Terms”) constitute a binding agreement between you and Timebook Software Inc. (“Timebook,” “we,” or “us”) with respect to your access to or use of the Service (as defined herein). The Service is offered subject to your acceptance, without modification, of all terms and conditions set forth herein.
THIS AGREEMENT REQUIRES THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 23 (ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER) BELOW.
TIMEBOOK MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT. THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.
“You” as used herein means the natural person or entity that has agreed to be bound by this Agreement, including, without limitation, (i) an entity that subscribes to use the Service on a subscription or other basis (a “Subscriber”); (ii) an individual employee or representative of a Subscriber who accesses or uses the Service as an authorized user of a Subscriber (an “Authorized User”); or (iii) an individual user that registers for access to the Services for personal use (an “Individual User”).
THE SERVICE. Timebook operates an online service through its website with a homepage at https://www.timebook.net, any subdomains and/or other websites, and any associated mobile or desktop applications (the “Site”), including all features, content, tools, applications, application program interfaces, widgets and other tools and services included thereby (collectively, the “Service”). The Service provides a calendar-driven management center for a user’s work tasks, which enables a user to pull email, notes or other actionable objects from a wide variety of sources use them to create tasks, streamline the tasks a user needs to complete on a given day, and collaborate and communicate with others on those tasks.
SCOPE OF ACCESS. The scope of your access to the Service may be determined or otherwise limited by the terms of the applicable Subscription Plan (as defined below) selected by or attributed to you, which Subscription Plan will be identified and described on an order form that incorporates this Agreement, or through such other ordering process (including via a separate agreement and order form) as may be permitted by Timebook from time to time (an “Order”). Timebook may choose not to accept Orders at its sole and absolute discretion. For the avoidance of doubt, all Orders accepted by Timebook shall be subject to the terms and conditions of this Agreement unless otherwise specified in a separate written agreement executed between you and Timebook.
CHANGES TO THE AGREEMENT. Timebook reserves the right to modify or change this Agreement and its terms, as well as the fees and other amounts charged for the Service, at any time and in its sole discretion. Any modifications or changes will be effective immediately upon posting at the Site, unless otherwise specified in the updated Agreement. You waive any right you may have to receive specific notice of any modifications or changes, except as otherwise required by law. Your continued access to and use of the Site and Service confirms your acceptance of this Agreement and any changes or modifications made to the Agreement. You should review this Agreement frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Service.
ACCESS TO THE SERVICE.
Service Subscriptions. If you are a Subscriber, Authorized User, or Individual User, the Service is offered on a subscription basis and in accordance with the service plan selected by Subscriber or Individual User and identified in the Order (a “Subscription Plan”). We may modify, terminate, or replace the Service or any Subscription Plan from time to time in our sole discretion and without prior notice. If you are a Subscriber or Individual User, you should carefully review the scope and limitations of any Subscription Plan prior to placing an Order.
Subscribers, Authorized Users, and Individual Users. Subject to and conditioned upon Subscriber’s or Individual User’s compliance with the terms and conditions of this Agreement, Timebook will provide to Subscriber’s Authorized Users or an Individual User access to and use of the Service, in accordance with Subscriber’s or Individual User’s Subscription Plan and during Subscriber’s or Individual User’s paid-up subscription period, as set forth in the Order.
Limitations. The rights granted under Section 4 hereof are non-exclusive, non-transferable (except in accordance with Section 24(c) hereof), non-sublicensable, and revocable (in accordance with the terms hereof). Timebook may suspend or terminate Subscriber’s, any Authorized User’s, or Individual User’s access to the Service or any component thereof if Timebook reasonably determines that Subscriber, Authorized User, or Individual User has violated any term or condition of this Agreement. Subscriber will be liable to Timebook for any violation of the terms and conditions of this Agreement by Subscriber or any Authorized User. Individual User shall be liable to Timebook for any violation of the terms and conditions of this Agreement by such Individual User.
Rights of Subscriber. As between Timebook and Subscriber, Subscriber shall be responsible for determining the scope and level of each Authorized User’s access to the Service; subject, however, to the scope and limitations of the rights granted under Section 4(b). Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User to the Service. If, at any time, Subscriber ceases to classify an individual as an Authorized User hereunder, all rights of such person to access or use the Service shall immediately cease.
USER ACCOUNTS. In order to access and use the Service or certain features thereof, you may be required to establish a Timebook user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Timebook of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. You will cooperate fully with Timebook and take all actions that Timebook reasonably deems necessary to maintain or enhance the security of the Service, Timebook’s computing systems and networks, and your access to the Service. Timebook is not and shall not be deemed liable for any loss or damage to you arising from your (or, if you are a Subscriber, your Authorized Users’) failure to comply with this Section 5.
RESTRICTIONS. You shall not and shall not attempt to (and, if you are a Subscriber, you shall ensure that your Authorized Users do not and do not attempt to): (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party; (iii) remove any copyright or proprietary notices contained in the Service or any output thereof; (iv) breach, disable or tamper with, or develop or use any workaround for, any security measure provided or used by the Service; (v) access the Service via any bot, web crawler, non-human user, or unpublished or undocumented application programming interfaces (APIs); (vi) use any published Timebook APIs in a manner inconsistent with their intended purpose, documentation, and policies (vii) misrepresent your identity; (viii) stalk or harass any other user of the Service; (ix) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (x) make any use of, or take any other action with respect to, the Site or Service or any component thereof in a manner that violates applicable law, any provision of this Agreement, or, if you are a Subscriber or Authorized User, any professional or ethical rules or guidelines applicable to you.
CONTENT FROM USERS.
User Content. As between you and Timebook, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content and other information, materials, or content that you (or, if you are a Subscriber, that any of your Authorized Users) upload, import, input, or post, or authorize for upload, importation, input, or posting, to or otherwise in connection with the Service. Without limiting the generality of the foregoing, you shall not (nor, if you are a Subscriber, shall you permit any Authorized User to) upload, import, input, or post (or authorize the upload, importation, input, or posting of) any User Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) violates any applicable law, (iii) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or (iv) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. You acknowledge and agree that Timebook does not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including User Content) integrated or imported into, transmitted through, or posted to the Site or the Service and Timebook will not be responsible for such data, information, materials, or content (including User Content). Notwithstanding the foregoing, however, Timebook may, at its option and in its sole discretion, remove or delete from the Site or Service any data, information, materials, or content (including any User Content) that Timebook determines violates the terms of this Agreement. For purposes of this Agreement, “User Content” shall mean any data, materials, trademarks, logos, tradenames, or information that you upload, import, input or post (or if you are a Subscriber, that any Authorized User uploads, imports, inputs, or posts), including verbally or in audio or visual format, into, through, or in connection with the Site or Service.
Content Transmitted Through the Service. The Service includes certain features that enable users to message one another, including in real time (collectively, “User Messaging”). Any opinions, recommendations, offers, advice, or other information disseminated through User Messaging or verbally through the Service are those of the respective user, and Timebook shall have no responsibility or liability with respect to the same. All User Messaging and other communication accomplished through the Service shall constitute User Content hereunder and is subject to the requirements and restrictions set forth in Section 7(a) hereof. If you believe that another user has violated this Agreement, including, without limitation, with respect to User Messaging or User Content, please promptly report the violation to Timebook via email at firstname.lastname@example.org.
Limited License to User Content. Timebook respects the ownership rights you may have in your User Content and User Messaging. You do, however, hereby agree to grant Timebook a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and fully sublicensable right (including any moral rights) and license to use, store, copy, distribute, publicly perform, communicate to the public, host, stream, publicly display, modify, and create derivative works of any User Content to operate, secure, and improve the Service and to make the Service available to Subscribers, Authorized Users, and Individual Users. You represent and warrant to Timebook that you have all rights necessary to grant the rights and licenses granted to Timebook under this Agreement.
USER OBLIGATIONS. You are responsible for your (or in the case of a Subscriber, your Authorized Users’) use of the Service and compliance with this Agreement, and for all User Content (including, without limitation, User Messaging). You agree to (i) obtain all third-party consents or approvals that may be necessary for the collection, use, transmission, and uploading of User Content or other content sent to or by means of the Service by you or on your behalf (or, in the case of a Subscriber, by or on behalf of your Authorized Users), and (ii) comply with all applicable laws and regulations with respect to your access to or use of the Service, including without limitation those pertaining to privacy, data security, and publicity.
TECHNICAL REQUIREMENTS. You acknowledge and agree that the access to and use of the Service by you (and, if you are a Subscriber, by any Authorized User) is dependent upon access to telecommunications and Internet services. You acknowledge that Timebook is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you (or, if you are a Subscriber, that any Authorized User) may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
TERM AND TERMINATION. This Agreement shall remain in full force and effect while you use the Service. Timebook may terminate or restrict your access to any or all of the Service or your User Account, for any reason, and without warning, and Timebook reserves the right to discontinue or modify any aspect of the Service at any time. Any termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of this Agreement, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use the Service.
SERVICE FEES AND OTHER CHARGES.
Payment Method. In order to acquire a Subscription Plan, you must have a current valid credit card or other payment method acceptable to Timebook (a "Payment Method"). By providing a Payment Method to Timebook, you are expressly authorizing Timebook to charge you for any purchases you make through the Service and for all service fees, subscription fees, or other amounts applicable to your access to and use of the Service, at the applicable frequency and at the then-current rate. Except as otherwise set forth herein, Timebook will bill all applicable subscription fees, service fees, and other fees and amounts in advance and to the Payment Method you listed in your User Account, or to a different Payment Method if you provide us with a different Payment Method in connection with the applicable purchase.
Free Trials. Should your Subscription Plan may include a free trial (a “Trial”), we reserve the right, in our sole discretion, to determine your eligibility for a Trial and to modify the scope and availability of any Trial at any time. If you receive a Trial, you may only use those portions of the Service included in your Trial and only for the duration of that Trial. Upon the expiration of any Trial period, your access to the Service will cease or transition to a paid subscription according to the Subscription Plan to which you subscribed in accordance with the terms and conditions of this Agreement.
Subscription Fees. As consideration for Timebook’s provision of the Service hereunder to an Individual User or a Subscriber/its Authorized Users, the Individual User or Subscriber, as the case may be, will pay to Timebook all subscription fees and other amounts in the manner set forth hereunder or in the Order. Unless otherwise expressly established in the Order, the subscription fees and payment terms applicable to the Subscription Plan are displayed at the point of purchase. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11(e), ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE.
Renewal Terms. If you are a Subscriber or Individual User, your Subscription Plan will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless and until you cancel your Subscription Plan or we terminate it. YOU MUST CANCEL YOUR SUBSCRIPTION PLAN WITHIN 15 CALENDAR DAYS OF ANY RENEWAL IN ORDER TO BE ELIGIBLE FOR ANY RETURN OF SUBSCRIPTION FEES FOR THE THEN-CURRENT RENEWAL SUBSCRIPTION. ANY SUBSCRIPTIONS NOT CANCELED WITHIN SUCH 15-DAY GRACE PERIOD SHALL NOT BE ELIGIBLE FOR ANY RETURN OF FEES.
Cancelation. Subject to Section 11(d), you may cancel your Subscription Plan at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current subscription term. If you cancel your Subscription Plan, you will continue to have access to the Service in accordance with the terms of your applicable Subscription Plan for the remainder of the then-current subscription term. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11(D) HEREOF, TIMEBOOK DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY SUBSCRIPTION PLAN, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS. To cancel a Subscription Plan, please send a written cancelation request via email to Timebook at email@example.com, and include the phrase “CANCEL SUBSCRIPTION” in the subject line. For additional information or for assistance, please contact Timebook’s customer support team at firstname.lastname@example.org. Cancelations of Subscription Plans will only be effective when submitted in compliance with the requirements of, and as set forth in, this Section 11(e).
Taxes. The fees and other payment amounts specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Timebook’s net income.
Promotions. Timebook may offer from time-to-time promotions on the Site or with respect to the Service that may affect pricing and that are governed by terms and conditions separate from this Agreement. If there is a conflict between the terms for a promotion and this terms and conditions of this Agreement, the promotion terms will govern.
DOCUMENT RETENTION; DATA USE.
Timebook Obligations. You agree and acknowledge that Timebook is not a provider of data back-up, archiving, or data retention services. As between you and Timebook, you are solely and exclusively responsible for the backing up, archiving, and retaining of all User Content or any other of your information, data, or materials, including, without limitation, all emails, calendar entries, tasks, messages, posts, and the like. While Timebook adheres to reasonable policies and procedures intended to prevent the loss of User Content, including a daily system back-up regime, Timebook does not make any representations, warranties or guarantees that the User Content or other of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. TIMEBOOK HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER CONTENT.
Integrations. If your Subscription Plan includes the option to integrate with third-party applications, including without limitation, a calendar, email, task management, messaging, or other application, (a “Third Party App”), data from that Third Party App (“App Data”) may be ingested by Timebook’s platform in association with your User Account. By accepting this Agreement, including by accessing or using the Site or Service in any manner, you consent to Timebook’s receipt, storage, processing, and sharing of App Data as part of our provision of the Services. Any Third Party App integrations will continue until you revoke access via the Service to the applicable Third Party App. For purposes of this Agreement, all data, records, information, or other materials made available or accessible through the Service by means of a Third Party App integration, including App Data, shall be considered User Content hereunder. You agree and acknowledge that any Third Party App with which the Service is integrated is a Third Party Service (as defined below), and Timebook shall have no responsibility, obligation, or liability with respect to the same.
Data Use Rights. You acknowledge that, in order for Timebook to deliver the Service at a high level of quality, Timebook requires the ability to apply its algorithms, know-how and methodology. Accordingly, and notwithstanding anything herein to the contrary and in addition to all other rights granted hereunder, you hereby grant to Timebook permission to use, on an aggregated and de-identified basis, any User Content or other information that Timebook learns, acquires, or obtains in connection with this Agreement, for the purposes of providing and improving the Service. You also grant to Timebook permission to share or publish summary results relating to anonymized research data, market trends, and the like, and to distribute or license such data to third parties.
Use of Name and Logo. If you are a Subscriber, you hereby grant to Timebook the right to use or reference your name, trade name, trademark, service mark, logo, trade device, sales collateral, promotional material, or simulation thereof (“Marketing Materials”) to advertise, promote and/or market Timebook and/or the Services to third parties in advertising, publicity, articles, websites, social media, marketing, promotional or sales collateral materials. Timebook’s use of the Marketing Materials hereunder does not create any ownership right therein and all rights not granted to Timebook are reserved by you.
ELECTRONIC COMMUNICATION. By accepting this Agreement, on behalf of an entity, your behalf, and on behalf of any other persons that you are responsible for:
You consent that Timebook can communicate with you by phone or electronically via in-app messages, texts, e-mails or any other suitable form of electronic communication (“Messages”).
You consent to receiving Messages from Timebook related to the Service such as but not limited to Messages about access, tasks, events, appointments, quality of service, and availability, as well as Messages that are ancillary to the Service, such as but not limited to Messages about new product announcements, product recommendations, and other promotions.
You agree that Timebook can contact you at any time regarding the Service.
You agree that Timebook can employ and use automated means and/or a third-party messaging service to send Messages or contact you regarding the Service.
You understand that you can revoke your consent to receiving promotional Messages at any time by updating your notification preferences in the account settings of the Service.
You accept that you are responsible for keeping your contact information up-to-date in the account settings of the Service.
Timebook Intellectual Property. As between you and Timebook, the Service, Site, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Timebook or its licensors.
Feedback. To the extent you provide Timebook with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to Timebook all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Timebook will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Timebook’s other technologies, products and services, without compensation or other obligation to you.
REPRESENTATIONS AND WARRANTIES; OTHER TERMS.
Representations and Warranties. You represent, warrant, and covenant that:
You are authorized to use the Service and to access all information and data (including all User Content) that you input or import into the Service, and including any such information or data inputted or imported into the Service by any person you have authorized to use the Service (including, without limitation, any Third Party Apps);
You own or otherwise have any and all necessary rights in and third party consents relating to such information and data, so that Timebook’s receipt, possession, and processing of such information and data (including any User Content) does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or any privacy or other rights of any third party or violate any applicable law, rule, or regulation;
You are authorized to access the processed information and data (including User Content) that is made available to you through your access to and use of the Service (whether that information and data is your own or that of anyone else); and
If you are a Subscriber or Authorized User, you are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to this Agreement, the Service, or the provision thereof.
Other Terms. You also agree and acknowledge that:
It is solely your responsibility to determine that the Service meets your needs and/or the needs of your business, as applicable, and is suitable for the purposes for which it is used; and
The Service is intended only for use within the United States. Timebook makes no representations or warranties that the Service is appropriate for use or access in other locations. If you access or use the Service from any other location, you do so on your own initiative and at your own risk, and you alone are responsible for complying with all applicable law with respect to the same. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service or other feature to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TIMEBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER TIMEBOOK NOR ANY PERSON ASSOCIATED WITH TIMEBOOK MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER TIMEBOOK NOR ANYONE ASSOCIATED WITH TIMEBOOK REPRESENTS OR WARRANTS THAT THE SERVICE OR ANY RESULTS GENERATED FROM THE USE OF THE SAME, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND TIMEBOOK, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE AND ALL CONTENT AND RESULTS GENERATED THEREBY.
TIMEBOOK CANNOT AND DOES NOT CONTROL ACTIONS OF ANY USER. YOU AGREE AND ACKNOWLEDGE THAT TIMEBOOK IS NOT RESPONSIBLE FOR, AND SHALL NOT BE LIABLE IN ANY WAY FOR, ANY ACTS OR OMISSIONS OF ANY THIRD PARTY SERVICE PROVIDER (INCLUDING, WITHOUT LIMITATION, A PROVIDER OF ANY THIRD PARTY APPS OR SERVICES, OR ANY USER OF THE SITE OR SERVICE.
Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the exclusions and/or limitations in this Section 18 may not apply to you.
INDEMNITY. You agree to indemnify, defend, and hold Timebook and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) your access to and use of (and with respect to a Subscriber, your Authorized Users’ access to and use of) the Service and Site, or any violation of this Agreement or applicable law; (b) any use of or integrations with Third Party Apps; and (c) any User Content posted or uploaded to, or otherwise made available through, the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TIMEBOOK OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE OR SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, TIMEBOOK IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, IN NO EVENT WILL TIMEBOOK’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO TIMEBOOK IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO ANY CLAIM. If you are not satisfied with the Service, your sole and exclusive remedy is to cancel your subscription (if applicable) and cease all use of the Service. Some jurisdictions do not allow the exclusion or limitation of certain consequential damages, so some of the exclusions and/or limitations in this Section 20 may not apply to you.
You and Timebook each understand and agree that the disclaimers, exclusions, and limitations in this Section 20 and in Section 18 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that Timebook would be unable to make the Site or Service available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
DIGITAL MILLENNIUM COPYRIGHT ACT.
Timebook is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)). If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a “DMCA Takedown Notice”) with the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;
A statement that you have 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
A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Any DMCA Takedown Notice should be sent to: email@example.com. You acknowledge that for Timebook to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.
HELP DESK. If you encounter technical problems when using the Service, please email firstname.lastname@example.org.
ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER
Please read this Section carefully. It impacts the rights that you may otherwise have. It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions. This “Arbitration; Jury Waiver; Class Action Waiver” section survives any expiration or earlier termination of these Terms.
Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Timebook agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or the Service, or the breach, enforcement, interpretation, or validity of this Agreement ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.
For purposes of this Section, notices must be sent as follows:
If to Timebook: to 2195 PARADISE DRIVE, TIBURON, CA 94920 with a copy emailed to email@example.com.
If to you: to your last-used billing address or the billing and/or delivery address listed in your User Account or the email address listed in your User Account.
Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Claim. You and Timebook each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.
To begin an arbitration proceeding, you must send a written notice as provided above. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Timebook. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Timebook each agree that this Agreement evidences a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce this Agreement as a court would. Any arbitration shall be confidential, and neither you nor Timebook may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.
In lieu of arbitration, and notwithstanding anything in this Section to the contrary, either you or Timebook may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this Section shall prohibit you or Timebook from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of this Agreement.
Class Action and Jury Waiver. You and Timebook each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Timebook that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Service Availability. You agree and acknowledge that the Site and/or Service may be temporarily unavailable due to maintenance or other development activities. Timebook will use commercially reasonable efforts to provide you with advance notice of any such unavailability but shall not have any liability to you for any planned or unplanned unavailability or downtime.
Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under this Agreement if the delay or failure is due to any cause outside of our reasonable control.
Assignment. You may not assign or transfer any rights to any other person without Timebook’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. Timebook may freely assign this Agreement without your consent. This Agreement shall be binding on the parties and their permitted successors and assigns. A person who is not a party to this Agreement has no right to benefit under or to enforce any term or condition of this Agreement.
Governing Law and Venue. This Agreement and any dispute or claim arising out of or related to the terms and conditions of this Agreement, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in San Mateo County, Santa Clara County, or the County of San Francisco.
Notices. Any notice given under this Agreement by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Timebook must be sent to firstname.lastname@example.org. Notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, including via text message for purposes of our provision of the Service, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Severability and Waiver. If any part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of this Agreement will continue in full force and effect. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If we waive any breach of this Agreement, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
For more information or other questions, please contact our customer support team by email at email@example.com. You may report a complaint, if you are a resident of California, to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.