EFFECTIVE DATE: February 28, 2020
1. ACCEPTANCE AND MODIFICATIONS
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE AND SERVICES. BY USING THE SITE AND SERVICES, YOU ARE AGREEING TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE THE SITE OR SERVICES.
We may change these Terms from time to time for any reason. We will seek to notify you of material changes prior to those changes taking effect by emailing you (if you have an Account), posting a notice on the Site, or by other means. If you do not agree with the new version, you must stop using the Site and Services and terminate your Account, if you have one.
2. AGE REQUIREMENTS
No one under the age of 18 may use the Site or Services. By using or attempting to use the Site and Services, you represent that you meet the age requirements and that you are able to enter into legally binding contracts, including these Terms.
3. OUR PROPRIETARY RIGHTS
We or our licensors own all intellectual property and proprietary rights, title and interest in and to the Site and the Services, including without limitation the BIGTIME trademarks and the Site copyrights. Except for the limited use rights granted to you in these Terms, you agree that you do not have and will not acquire any right, title, or interest in any of our intellectual property or other proprietary rights. Any rights not expressly granted in these Terms are expressly reserved.
4. USE OF THE SITE AND SERVICES
We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and Services for their intended purposes (namely, for time and billing software services and related services) in accordance with these Terms and any Access Service Agreement. These limited rights and licenses may be revoked at any time according to Section 9 (Termination of Access) below.
When using the Site and/or Services, you agree to comply with all applicable federal, state, and local laws including but not limited to, copyright law. Except as expressly permitted in these Terms, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit the Site content or any Content that is not your Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner.
You may not cause any harm to or otherwise interfere with the Site and/or Services, by (but not limited to):
- removing, altering, covering, or distorting any copyright, trademark, or other proprietary rights notice on the Site, Site content or any Content that is not your Content;
- circumventing, disabling or otherwise interfering with security-related features of the Site or Services including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Site or Services;
- using an automatic device (such as a robot or spider) or manual process to monitor the activity on, copy or “scrape” the Site, the Services or their content for any purpose without our express written permission, except for search engines, traffic counters, or similar basic performance monitoring technology;
- transmitting, using, distributing or uploading programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
- forging any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;
- creating an undue burden on the Site or Services;
- collecting or harvesting any personal information from the Site or Services, including but not limited to user names, passwords, or email addresses;
- soliciting other users to join or become members of any commercial online service or other organization without our prior written approval;
- attempting to or interfering with the proper working of the Site or Services or impairing, overburdening, or disabling the same;
- modifying, creating derivative works from, decompiling, reverse engineering, or disassembling any portion of the Site or Services or any Content that is not your Content;
- using network-monitoring software to determine the architecture of or extract usage data from the Site;
- engaging in any conduct, or encouraging or assisting any third party in any conduct, that violates any local, state or federal law, either civil or criminal;
- engaging in any activity, or encourage or assist any third party in any activity, that violates these Terms;
- impersonating another user, person, or entity;
- interfering with or disrupting the access of any user, host or network via any means including without limitation by overloading, flooding, spamming, scripting content creation, or linking to coupon sites;
- violating U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
- engaging in any conduct that restricts or inhibits any other user from using or enjoying the Site or Services.
You will cooperate with us to investigate any suspected or actual activity that we suspect may be in breach of these Terms.
To access and use certain Services through the Site, you will need to set up an account (“Account”). To set up an Account, you will be asked to provide your name, email address, phone number, and company information. You must provide accurate information when setting up an Account and keep all Account information current.
You are responsible for maintaining the confidentiality of your password and Account. You are fully responsible for all uses of your password and Account, including any unauthorized use. You agree to: (a) keep your password confidential and not share it with anyone else, and (b) immediately notify us of any unauthorized use of your password or Account.
You acknowledge and agree that we are authorized to act on instructions received through use of your password and Account, and that we may, but are not obligated to, deny access or block any transaction made through use of your password or Account without prior notice if we believe your password and Account are being used by someone other than you, or for any other reason.
6. YOUR CONTENT
As between BigTime Software and you, you own all intellectual property and other right, title and interest in and to any data, information, text, and other content that you upload to or through the Site and/or Services (“Content”). Except as expressly set forth in these Terms, BigTime Software does not acquire any right, title or interest in or to your Content. By uploading or submitting any Content to or through the Site or Service, you grant to BigTime Software a worldwide, non-exclusive, transferable, sublicensable right and license to use, copy, modify, display, and create derivatives of your Content as we deem necessary to provide the Site and Services, including but not limited to, to improve or enhance the Site and Services, to develop new features and functionality, and for research, benchmarking, and other statistical purposes.
You are solely responsible for all of your Content. We have the right, but do not assume the obligation or responsibility, to monitor your Content and to determine whether it complies with applicable laws and these Terms.
7. THIRD-PARTY LINKS
The Site and Services may provide links to third-party websites, advertisements, or resources. Because we have no control over such sites, advertisements, or resources, we are not responsible for the availability of such external websites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such third-party sites or resources. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods, or services available on or through any such third-party website or resource.
8. MODIFICATIONS TO THE SITE AND SERVICES
We reserve the right at any time in our sole discretion to modify, discontinue, or remove, temporarily or permanently, the Site and/or Services (or any part thereof) with or without notice. We will not be liable to you or to any third party for any such modification, suspension, removal, or discontinuance. We do not guarantee that any of your Content or any other Content will be available on the Site, our servers and/or directories at any time, or for any period of time.
9. TERMINATION OF ACCESS
We may, in our sole and absolute discretion and without notice or liability to you or any third party, immediately suspend, limit your access to and/or terminate your access to the Site, Services and/or your Account for any reason or for no reason, including without limitation: (a) if we believe in our sole discretion that you have violated these Terms, any Access Service Agreement, or any applicable laws or regulations; (b) at the request of law enforcement, government agencies or courts; (c) if you ask us to close your Account; (d) if we discontinue or materially modify the Site or Services (or any part thereof); (e) if unexpected technical or security issues or problems arise; (f) if we believe in our sole discretion that your use or access to the Site, Services or your Account may create risk (including but not limited to legal risk) for us, our affiliates, contractual partners, or users; and/or (g) following extended periods of inactivity on your Account (six (6) months or longer). Termination of your access to the Site, Services and/or your Account may include in our sole discretion, but is not limited to: (x) removal of access to some or all offerings on the Site and Services; (y) the deletion of some or all of your Content, Account information and/or other content associated with your use of the Site, Services and/or your Account (or any part thereof) from the Site, our servers and/or directories; and/or (z) banning you from using the Site and Services by any available means, including without limitation by blocking your IP address.
Any suspension or termination shall not affect your obligations to us under these Terms. The provisions of these Terms which by their nature should survive the suspension or termination of your access to or use of the Site, Services and/or your Account, shall survive including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, and all of the miscellaneous provisions set forth below.
You agree to indemnify, defend, and hold BigTime Software, its affiliates, and its and their respective members, officers, directors, owners, employees, agents, partners, licensors, service providers, successors, and assigns (collectively, the “Indemnified Parties”) harmless from and against any third-party claims, liabilities, losses, damages, obligations, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs) (“Claims”) arising out of or relating to your use of the Site or Services, your Content, your breach of these Terms, and/or your acts or omissions relating to any of the foregoing. We have the right to control the defense, settlement and/or other resolution of any Claims, at your sole cost and expense. You may not settle or otherwise resolve any Claim without our express written permission.
11. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. THE SITE, SERVICES, AND THE SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT OF THE LAW, THE INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING ANY: (A) WARRANTIES THAT THE SITE, SERVICES, OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR SATISFACTION; (B) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SITE, SERVICES, OR SITE CONTENT; (C) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (D) WARRANTIES CONCERNING THE CAPACITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE AND/OR SERVICES; (E) WARRANTIES THAT YOUR USE OF THE SITE WILL BE SECURE OR UNINTERRUPTED; AND (F) WARRANTIES THAT THE SITE, SERVICES AND/OR SITE CONTENT WILL BE ERROR-FREE OR THAT ERRORS IN THE SITE, SERVICES AND/OR SITE CONTENT WILL BE CORRECTED. WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
12. LIMITATION OF LIABILITY
WE MAY USE THIRD PARTIES TO PROVIDE CERTAIN SERVICES ACCESSIBLE THROUGH THE SITE AND SERVICES. WE WILL NOT BE LIABLE TO YOU FOR THEIR ACTS OR OMISSIONS.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE SITE OR SERVICES, UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE AND SERVICES, SHALL IN ALL EVENTS BE LIMITED TO THE GREATER OF FIFTY DOLLARS ($50.00) OR THE TOTAL AMOUNTS PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO SUCH LIABILITY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE FOR THE ILLEGAL, OFFENSIVE OR DEFAMATORY CONDUCT OF OTHERS, INCLUDING BUT NOT LIMITED TO ANY SUCH CONDUCT BY YOU, AND THAT YOU BEAR ALL RISK AND LIABILITY ASSOCIATED WITH YOUR CONDUCT AND CONTENT.
YOU HEREBY RELEASE THE INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE AND/OR SERVICES. IF YOU ARE A RESIDENT OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE § 1542 WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
14. DATA PRIVACY
a. Exclusive Venue for Litigation; JURY TRIAL WAIVER. You and we agree that any litigation between us shall be filed exclusively in state or federal courts located in Cook County, Illinois. You expressly consent to exclusive jurisdiction in Cook County, Illinois for any litigation between us. These Terms shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of Illinois. YOU AND BIGTIME SOFTWARE ALSO EXPRESSLY AGREE THAT PARTIES EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY.
b. Waiver and Severability of Terms. The failure of BigTime Software to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the invalid or unenforceable provision, and all other provisions of these Terms shall remain in full force and effect.
c. No Contest. Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
d. Assignment. We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.
e. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to these Terms.
f. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site, Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
h. Force Majeure. Failure by either party to perform any obligation hereunder shall be excused if and for so long as such breach or failure to perform is caused by a force majeure event, and prompt notice thereof has been given to the other party. If either party fails to perform any duty or obligation hereunder as a result of a force majeure event, such party shall be required to fulfill its obligations hereunder within a reasonable time frame after the force majeure event ceases to exist.