Terms of Service Agreement
1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE AGREEMENT
The WebTimeTracker Service and the WebPunchClock
Service (hereinafter referred to collectively
as "Service") are owned and operated
by Time Management Solutions, ("TMS"),
and provided to you ("the Customer")
under the terms and conditions of the Terms
of Service Agreement (hereinafter referred
to as "TOS"). The TOS comprises
the entire agreement between the Customer
and TMS and supersedes all prior agreements
between the parties regarding the subject
matter contained herein. BY CLICKING ON THE
BUTTON LABELED "I HAVE READ AND ACCEPT
THE TERMS OF SERVICE AGREEMENT - SUBMIT"
ON THE SERVICE SIGN UP WEB PAGE, YOU ARE
INDICATING YOUR AGREEMENT TO BE BOUND BY
ALL OF THE TERMS AND CONDITIONS OF THE TOS.
2. DESCRIPTION OF SERVICE
TMS is providing the Customer with the capability
to store and retrieve certain personnel time
data ("data") via the World Wide
Web and the Service. TMS will charge the
Customer on a monthly basis for this Service,
with the exception of any initial set up
or customization charges.
In return for this Service, the Customer agrees to: (1) provide certain complete and accurate information about the Customer and (2) maintain and update this information as required to keep it current, complete and accurate. TMS will take all reasonable measures not to divulge this information to any third party unless: (1) the Customer expressly directs TMS to disclose such information; or (2) TMS is required to disclose such information by any applicable law or legal process served on TMS.
If any information provided by the Customer is inaccurate, TMS retains the right to terminate the Customer's rights to use the Service.
3. MODIFICATIONS TO TERMS OF SERVICE AGREEMENT
TMS may amend or modify the terms and conditions
of the TOS at any time. Upon any change in
the terms and conditions of the TOS, TMS
will notify the Customer by email. Also,
the Customer is responsible to regularly
review the TMS website to obtain timely notice
of any such amendments. The Customer's continued
use of the Service constitutes an affirmative:
(1) acknowledgement by the Customer of the
TOS and its modifications; and (2) agreement
by the Customer to abide and be bound by
the TOS and its modifications.
4. MODIFICATIONS TO SERVICE
TMS reserves the right to modify the Service with or without notice to the Customer. TMS shall not be liable to the Customer or any third party should TMS exercise its right to modify the Service.
It is policy of TMS to respect the privacy
of its Customers. TMS will not monitor, edit,
or disclose the contents of a Customer's
private communications unless required to
do so by law or in the good faith belief
that such action is necessary to: (1) conform
to the edicts of the law or comply with legal
process served on TMS; (2) protect and defend
the rights or property of TMS; or (3) act
under exigent circumstances to protect the
personal safety of its Customers or the public.
The Customer acknowledges and agrees that TMS neither endorses the contents of any Customer communications nor assumes responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising
there from or any crime facilitated thereby.
6. DISCLAIMER OF WARRANTIES
THE CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT THE CUSTOMER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
TMS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
TMS DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL MEET THE CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES TMS MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
THE CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT THE CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
TMS MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. TMS ASSUMES NO RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE CUSTOMER'S DATA ON THE SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER FROM TMS OR THROUGH THE SERVICE SHALL CREATE OR MAKE ANY MODIFICATION, EXTENSION OR ADDITION TO ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
7. LIMITATION OF LIABILITY
IN NO EVENT WHATSOEVER SHALL TMS BE LIABLE
TO THE CUSTOMER OR TO THIRD PARTIES FOR ANY
DAMAGES CAUSED, IN WHOLE OR IN PART, BY THE
USE OF THE SERVICE, THE INABILITY TO USE
THE SERVICE, THE COST OF PROCUREMENT OF SUBSTITUTE
GOODS AND SERVICES RESULTING FROM ANY GOODS
OR SERVICES PURCHASED OR OBTAINED, MESSAGES
RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH
THE SERVICE OR RESULTING FROM UNAUTHORIZED
ACCESS TO OR ALTERATION OF CUSTOMER'S TRANSMISSIONS
OR DATA, OR FOR ANY LOST REVENUES, LOST PROFITS,
LOST SAVINGS OR OTHER DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER
DAMAGES INCURRED BY CUSTOMER OR ANY THIRD
PARTY, EVEN IF TMS IS ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR CLAIMS. TMS' LIABILITY
ARISING FROM OR RELATED TO THIS TOS SHALL
NOT UNDER ANY CIRCUMSTANCES EXCEED AN AMOUNT
EQUAL TO THE MONTHLY FEE PAID BY THE CUSTOMER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH CASE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
8. CUSTOMER ACCOUNTS
When the Customer signs up for the Service,
the Customer will receive a company identification,
logon identification, password, and service
address (URL). The Customer is solely responsible
to maintain the confidentiality of the company
identification, logon identification, password,
and service address. Furthermore, the Customer
is entirely responsible for any and all activities
that occur at the Customer's Service website.
The Customer agrees to immediately notify
TMS of any unauthorized use of the Customer's
account or any other breach of security known
to the Customer.
9. USE OF THE SERVICE
The Customer's right to use the Service is exclusive to the Customer. The Customer agrees not to resell or make any commercial use of the Service without the express written consent of TMS.
10. CUSTOMER CONDUCT
The Customer is solely responsible for the contents of Customer's data within the Service. Customer's use of the Service is subject to all applicable local, state, national and international laws and regulations.
Customer agrees: (1) not to use the Service
for illegal purposes; (2) not to interfere
or disrupt the service or networks connected
to the Service; and (3) to comply with all
regulations, policies and procedures of the
Service and networks connected to the Service.
The Service uses the Internet to send and receive certain data; therefore, Customer's conduct is subject to Internet regulations, policies and procedures.
The Customer agrees not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, obscene or otherwise objectionable material of any kind or nature. The Customer further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited.
The Customer shall not interfere with another Customer's use of the Service.
TMS may, at its sole discretion, immediately terminate the Service should the Customer's conduct fail to conform with the terms and conditions of this TOS.
The Customer agrees to indemnify, hold harmless and defend, at its own expense, TMS, its officers and employees, from and against any claims, demands, actions, proceedings, judgments, decrees, costs and expenses, including reasonable attorneys' fees, arising from or out of the Customer's use of the Service, the violation of this TOS by the Customer, or any person authorized to act on the Customer's behalf, or the infringement by the Customer, or other user of the Service using the Customer's computer, of any intellectual property or other right of any person or entity.
12. TERMINATION OR CANCELLATION OF SERVICE
The Customer may terminate the Service by
sending a written e-mail notice to TMS. The
Customer's account will be terminated thirty
(30) days from the date of notice of cancellation.
The Customer will be charged the regular
Service Fees, plus all applicable taxes,
for that 30-day termination period. Upon
termination of the Service, the Customer's
right to use the Service immediately ceases.
Thereafter, the Customer shall have no right
and TMS will have no obligation to the Customer.
TMS reserves the right to refuse to set up
a subsequent account for any Customer who
has cancelled previous Service accounts.
13. USER LICENSES
There are no refunds on the purchase of user
licenses. The purchase of a user license
is for the entire length of the billing period.
The customer shall not add more users than
the number of user licenses purchased. Additional
licenses may be purchased by contacting firstname.lastname@example.org.
The Customer may delete a terminated or inactive
user, and replace the deleted user with another
All notices to the Customer shall be in writing and shall be made either via e-mail or conventional mail.
15. PROPRIETARY RIGHTS TO CONTENT
Customer acknowledges that content of the Service is the sole and exclusive property of TMS and is protected by copyrights, trademarks, patents or other proprietary rights and laws. The Customer may not copy, reproduce, or distribute the content. The Customer is only permitted to use this content as expressly authorized by the Service.
16.1 The TOS embodies the entire understanding
between the parties and there are not other
agreements, representations, warranties or
understandings, oral or written, between
them with respect to the subject matter of
the TOS. No alteration, modification or change
of the TOS shall be valid and enforceable
unless approved by TMS in writing.
16.2 If any of the provisions of the TOS
are held by a court of competent jurisdiction
to be illegal, invalid, or unenforceable
under any applicable law, then such contravention
or invalidity shall not invalidate the entire
agreement. Such provisions shall be deemed
modified to the extent necessary to render
it legal, valid and enforceable, and if no
such modification shall render it legal,
valid and enforceable, then this TOS shall
be construed as if not containing the provision
held to be invalid and the rights and obligations
of the parties shall be construed and enforced
accordingly with the other provisions remaining
in full force and effect. The provisions
of Paragraphs 6, 7, 11, 15, 16.2 and 16.3
shall survive termination of the Service.
16.3 If at any time Customer or TMS retains
one or more attorneys to enforce any covenant
or provision of this TOS, or to defend itself
against any claim by any other party hereto,
whether or not suit is filed, the party who
is wholly or partially successful shall be
entitled to damages inclusive of the amount
of such party's reasonable attorneys' fees,
expenses and costs; this covenant shall survive
the termination of the Service.
16.4 Customer and TMS agree that any cause
of action arising out of or related to the
Service must commence within one (1) year
after the alleged cause of action arose;
otherwise, such cause of action is permanently
IN WITNESS WHEREOF, intending to be legally bound hereby, by clicking on the button labeled "I HAVE READ AND ACCEPT THE TERMS OF SERVICE AGREEMENT - SUBMIT" on the service sign up form, the Customer has caused this TOS to be executed.
Last Updated: March 13, 2007