Time Labs Inc Terms of Service
These Terms of Service (the “Agreement”) describe the terms and conditions applicable to your use of time1s.com (the “Site”) and of the associated products, data, the mobile application (the “Mobile App”), and/or the other data applications, integrations, insights and add-ons (together, the “Products” and, collectively with the Site, the “Services”), of Time Labs Inc, a Delaware corporation (together with its affiliates and subsidiaries, “Time Labs”). The Site and Mobile App are owned and operated by Time Labs. Any references to “Company”, “us” or “we” in this Agreement shall refer to Time Labs and any references to “you” or “Customer” shall refer to each customer of Time Labs subject to this Agreement. Time Labs and Customer are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” By accessing or using the Services, including access of the Site, you intend and expressly agree to be bound by all of the terms and conditions of this Agreement and of the Company’s Privacy Policy (available at time1s.com) (the “Privacy Policy”), which is incorporated by reference herein. If you do not agree to these terms and conditions, you may not use the Services.
2
secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations, or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos, or applications therefor in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world. 1.6. You acknowledge and agree that at times the Services may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Time Labs may undertake from time to time without notice to you; or (iii) causes which are beyond the control of Time Labs, or which are not reasonably foreseeable. 1.7. Notwithstanding anything to the contrary in this Agreement, Time Labs may temporarily suspend access to the Services provided to you and any other third-party for security purposes, to prevent illegal or fraudulent activity, to comply with the requests of any legal agency or government entity, or if you violate the Agreement or the Privacy Policy. 1.8. Time Labs may from time to time and in its sole discretion engage other service providers to assist in the performance of the Services, such as web hosting providers, payment processors, and other third-parties. You shall abide by the terms of use and other requirements associated with the services provided by such third-parties in connection with the Services. 2. CUSTOMER RESPONSIBILITIES 2.1. You acknowledge that you are solely responsible and liable for your use of the Services, directly or indirectly, including understanding whether such access or use is permitted by or in violation of this Agreement. Furthermore, you are solely responsible for compliance with all applicable laws relating to your use of the Services and shall use the Services solely for lawful purposes and conduct all business through the Services in accordance with all applicable laws and regulations, including but not limited to all applicable federal and state laws and regulations governing the offer and sale of securities, money laundering, and counter-terrorism. 2.2. You alone are responsible for ensuring and maintaining that you are able to access and use the Services, including by securing your own compatible hardware, Mobile App, internet access, security Mobile App, backup devices or services, and any other requirements. Time Labs shall have no responsibility to provide any additional Mobile App or hardware. You further agree that Time Labs shall have no responsibility for any data loss or other damage or loss suffered in connection with your use of the Services, including any failure to provide adequate security or backup devices or services. 2.3. You are responsible for ensuring Time Labs has accurate and current information for your Customer account, including current contact and payment information. You are further responsible for regularly reviewing the associated Customer email account for any communications from Time Labs. 2.4. If you are provided with a username, password, credentials file, or any other piece of information as part of any security procedure (“Credentials”), you must treat such information as confidential and must not disclose Credentials to any other person or entity. You acknowledge that your account and Credentials are personal to you, and further agree not to provide any other person with access to the Services or portions of the Services using your username, password, or other security information. You shall
3
notify Time Labs immediately of any unauthorized access to or use of your Credentials or any other breach of security. Time Labs has the right to disable any username, password, credentials file, or other identifier at any time, whether chosen by you or provided by Time Labs. 2.5. Time Labs shall make commercially reasonable efforts to provide adequate support services for the Services. Notwithstanding the foregoing, this Agreement does not entitle you to any guaranteed level, availability, or turnaround time of support services for the Services. 3. PAYMENT AND FEES 3.1. Payment for the Services, including for the Site and Mobile App (“Subscriptions”), may be one-time purchases or automatically renewing subscription services (“Paid Services”). We may make changes to, suspend, or discontinue Paid Services at any time for any reason, and Time Labs reserves the sole discretion to determine which Services or portions thereof require payment. 3.2. Paid Services may include pre-ordered Products that will be provided for you in the future (“Pre-Order”). You will be charged a Pre-Order fee when placing your Pre-Order. The actual date for processing any accepted Pre-Order will depend on a variety of factors, including but not limited to, the date of payment of your Pre-Order fee and Time Labs’ data processing schedule. 3.3. You agree to pay all applicable fees for Paid Services including, without exclusion, any monthly subscription fees, user fees, offering fees and any other fees, charges, or costs that you agree to pay as part of the Paid Services during the checkout process (“Fees”). You agree to pay all Fees, and all applicable taxes incurred, prior to termination or cancellation of the Agreement. 3.4. You authorize Time Labs to charge your designated payment method for Paid Services. By providing an acceptable payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize us or our third-party payment processor to charge your payment method for the total amount of your purchase, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Paid Service may be suspended or canceled. You must resolve any problem we encounter in relation to the payment method you provide in order to proceed with your use of the Service. If you accept a promotional offer or make changes to your Paid Services, the Fees, taxes, and amounts billed may vary. Billing amounts may also vary due to changes in applicable taxes or currency exchange rates. You authorize us or our third-party payment processor to charge your payment method for the corresponding amount. Refunds will not be issued unless required by law. Individual discounts may not be combined or stacked with any other discount. This payment obligation shall survive termination or cancellation of this Agreement for any reason whatsoever. 3.5. If you choose to finance a purchase through our third-party payment processor and one or more items in your order has an extended processing date, your loan payment(s), including interest, may be due before we process all of the items. Please note that you may not receive a rebate of any interest that may have already accrued on an amount that is later refunded. 4. SUBSCRIPTIONS
4
4.1. Certain Paid Services are subscription-based purchases, to which the following terms apply: 4.1.1. Your Subscription term may vary as a continuous, monthly, or annual term (“Subscription Term(s)”), as described in the course of purchasing the Paid Services. Your Subscription will auto-renew for additional Subscription Terms until your Subscription is cancelled by you or suspended or terminated by Time Labs. Unless otherwise indicated by us, your designated payment method will be charged prior to, or at the beginning of, each Subscription Term for the Subscription fee plus any applicable taxes and other charges. Before charging you for a Subscription Term, we will notify you of the applicable fees, and, unless otherwise communicated by us, the renewal will occur at the price then in effect for the Paid Service. 4.1.2. You may cancel your Subscription at any time. Your cancellation will take effect at the end of the current Subscription Term. To cancel your subscription and automatic payment, email [email protected] and your account will be canceled. Cancellation does not entitle you to a refund of any previously paid Fees, nor will you receive a prorated refund for the remainder of the Subscription Term. In the event you cancel your Subscription, note that we may still send you promotional communications unless and until you opt out of receiving those communications by following the unsubscribe instructions provided in the communications. 4.1.3. When you cancel a Subscription, you cancel only future charges for your Subscription. You will not receive a refund for the current Subscription Term you paid for, but you will continue to have full access to that Subscription until the end of that current Subscription Term. At any time and for any reason, we may provide a refund, discount, or other consideration (“credits”) to some or all of our users. The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future. 4.1.4. If you reside outside the United States and change your mind about your purchase, you may be entitled to receive a full refund within fourteen (14) days (the “Cooling-Off Period”), provided that you have not logged in or otherwise redeemed or started to use the Services as a subscriber during such Cooling-Off Period. 4.1.5. From time to time, we may offer free trials of certain Subscriptions for specified periods of time without requiring payment. If you are offered a free trial, prior to starting such free trial, we will notify you of the applicable Subscription fees that you will be charged at the expiration of your free trial. Unless you cancel your Subscription prior to the end of your free trial by taking the steps outlined above, when your free trial ends, we or our third-party payment processor will bill your designated payment method on a recurring basis for your Subscription fee, plus any applicable taxes and other charges, for as long as your Subscription continues. You must cancel your Subscription
5
before the end of your free trial period to avoid any charges. Instructions for canceling your Subscription are described above. 4.1.6. Your payment information will be processed and stored through a third-party payment processor. All paid account holders must maintain at least one valid payment method for payment of Fees, which are described in more detail during checkout. All Fees are calculated and billed to you on a monthly or annual basis depending upon your choice, are due immediately upon receipt, and are subject to change. You acknowledge that Fees have a recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. Fees shall be charged or debited from the saved, designated payment method you provide one day prior to the monthly or yearly anniversary of the initial purchase date. 4.1.7. In the event that you have not logged in or otherwise used the Services for six (6) months or longer following purchase or receipt of Services and/or Products during a free trial, we reserve the right to terminate your subscription, cancel any pending purchase(s), and, at our discretion, refund you the purchase price of any Products. You will not be entitled to a refund for the value of the Subscription during the free trial. 4.1.8. Time Labs reserves the right to adjust the Fees for our Paid Services, or any features or parts of our Paid Services, at any time. You acknowledge that Time Labs may change the Fees for Paid Services at any time. In the event of such a change, Time Labs will provide notice to you via the email address associated with your account at least thirty (30) days in advance of the effective date of the change. Your continued use of the Services indicates your acceptance of any changes to the Fees. You are solely responsible for all applicable taxes and will be charged for taxes when required by law. 5. DATA AND COMMUNICATIONS 5.1. Time Labs may collect and process information regarding your usage of the Services. You consent to Time Labs’ collection and use of such information, as well as to the sharing of such information with third-party service providers for purposes of providing, marketing, and improving the Services, and any other reason described in the Privacy Policy. All personal information collected by Time Labs is treated in accordance with the Privacy Policy. 5.2. By agreeing to the terms and conditions in this Agreement and providing your contact information to Time Labs, you give your express consent to allow Time Labs or its affiliates and agents to contact you from time to time at any mailing address, phone number, or email address you provide to Time Labs. Your consent means you agree to be contacted by Time Labs and its service providers via phone, email, text message, or other means for any purpose, including but not limited to notifications related to the Services and your account, subscriptions, purchases, available upgrades, billing and payment processing issues, and telemarketing communications. Such authorized communications may include use of automated dialing technology or the use of pre-recorded messages. You are responsible for any charges that may be billed to you by your service provider(s) when we contact you. You further acknowledge that your consent to the foregoing is not a condition of using the Time Labs Services, and if you do not wish to consent, you may contact us and request
6
to be placed on a do not contact list, or you may opt out at any time by using the opt-out mechanism provided in any such communications. 5.3. Time Labs disclaims all liability under this Agreement for any information you provide to Time Labs that may constitute electronic patient health records or similar information supplied by you or an end user, notwithstanding anything to the contrary in this Agreement or as otherwise required by any applicable federal, state, or international laws, rules, or regulations. 6. INTELLECTUAL PROPERTY RIGHTS 6.1. Time Labs Inc are trademarks of Time Labs. Time Labs’ Content, Time Labs’ Products, Time Labs’ features and Services, and Time Labs’ underlying technology are protected by copyright, trademark, patent, intellectual property, and/or other intellectual property rights laws of the United States and of foreign countries. All rights are reserved. You are not granted, by implication or otherwise, any license or right to use any marks appearing on, or used or displayed in connection with, the Services (“Trademarks”). The Services may also contain or refer to third-party trademarks, trade names, product names, and logos that may be registered trademarks of their respective owners. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed in connection with the Services without Time Labs’ express written permission. 6.2. All content provided in association with the Services and this Agreement, including, but not limited to, the Site, the Products, the Mobile App, all text, graphics, user interfaces, visual interfaces, photographs, images/video, electronic art, sounds/audio, data, communications programs, executable code, computer code, and data (collectively, “Content”) formatted, organized, and collected in a variety of forms, including design, structure, selection, coordination, expression, “look and feel,” arrangement, layouts, pages, screens, and databases of such Content, contained in the Content, Services, and underlying technology, and any and all other copyright-protected work associated with the Services (“Copyrighted Works”), are exclusively owned, controlled, or licensed by or to Time Labs and are protected by U.S. and international copyright laws. You agree you will not directly or indirectly copy, reproduce, modify, create derivative works from, distribute, or publicly display the Copyrighted Works without the prior express written permission of Time Labs. 6.3. If you provide any communications or materials to Time Labs by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Time Labs is free to use in its discretion such Feedback, irrespective of any other obligation or limitation between the Parties governing such Feedback. Time Labs is free to use in its discretion, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. 6.4. Time Labs respects the intellectual property rights of others, and it is our policy to expeditiously process and review notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to Time Labs’ designated agent at [email protected], and must contain all of the
7
following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit Time Labs’ administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number, and email address; (v) 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 (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly being infringed upon. 7. WARRANTY DISCLAIMER. THE SERVICES ARE PROVIDED TO YOU “AS IS WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND TIME LABS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. TIME LABS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THE AVAILABILITY OF CONTENT, THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL FUNCTION WITH OTHER MOBILE APPS OR HARDWARE, OR WITHIN A SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TIME LABS OR A TIME LABS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY WITH RESPECT TO SUCH JURISDICTIONS. 8. LIMITATION OF LIABILITY 8.1. IN NO EVENT WILL TIME LABS OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY CONTENT ASSOCIATED WITH THE SERVICES, OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF
8
FORESEEABLE. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT TIME LABS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT LIABILITY CANNOT BE EXCLUDED OR LIMITED AS SET FORTH ABOVE, IN NO EVENT SHALL TIME LABS BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF $100. 9. PRECAUTIONS 9.1. THE SERVICES ARE NOT A MEDICAL DEVICE AND YOU EXPRESSLY AGREE THAT THE SERVICES DO NOT INVOLVE THE PROVISION OF MEDICAL ADVICE BY TIME LABS. THE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND CANNOT REPLACE THE SERVICES OF PHYSICIANS OR MEDICAL PROFESSIONALS. 9.2. THE SERVICES, INCLUDING ALL INFORMATION, TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AUDIO, VIDEO, AUDIO-VIDEO CLIPS, AND OTHER MATERIALS, WHETHER PROVIDED BY US OR THIRD PARTIES, IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (b) A VISIT, CALL, OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PACKAGING OR LABEL. 9.3. SHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER MEDICAL PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY INFORMATION PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY INFORMATION PROVIDED IN THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF SERVICES, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, EMAIL, OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT, OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND TIME LABS. 9.4. You should always consult a physician before making any changes to your sleep or activity based on information provided through the Services, or if you have any questions regarding a medical condition. Time Labs is not responsible for any health problems that may result from information you learn about through the Services. If you make any change to your sleep or activity based on the Services, you agree that you do so fully at your own risk. It is important to be sensitive to your body's responses. For example, if you feel unexpected, repeating, or long-term pain, or fatigue or discomfort due to having made changes to your sleep or activity, it is recommended that you consult a physician before continuing with such changes. The information in the Services may be misleading if your physiological functions and responses differ significantly from population averages due to medical conditions or rare natural differences.
9
9.5. The Services may provide links to other websites maintained by third parties. You acknowledge and agree that such links are provided for your convenience only and do not reflect any endorsement, affiliation, relationship, or sponsorship by Time Labs with respect to the provider of such linked site or the quality, reliability, or any other characteristic or feature of such linked site. You further acknowledge and agree that Time Labs is not responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any matter associated with the linked site, including without limitation, the content provided on or through any such linked site or your reliance thereon. In addition, you should be aware that your use of any third party site is subject to the terms and conditions applicable to that site, including the privacy policies (or lack thereof) of such site. If a third party links to the Services, it is not necessarily an indication of endorsement, affiliation, relationship, or sponsorship by or with Time Labs. Time Labs may not even be aware that a third party has linked to the Services. 9.6. Any other content not owned by Time Labs is owned by its respective owner. You acknowledge and agree that such content is provided by its owner and does not reflect any endorsement, affiliation, relationship, or sponsorship by Time Labs with respect to the provider of such content. You further acknowledge and agree that Time Labs is not liable or responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any content provided by third parties including, without limitation, your reliance thereon. TIME LABS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY CONTENT. 9.7. You agree to indemnify, hold harmless, and defend Time Labs and its subsidiaries, affiliates, officers, directors, employees, representatives, agents, partners, licensors, successors, and assigns, from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorneys' fees, asserted by any person, arising out of or relating to (i) your use of the Services, including but not limited to anyone using your account or Credentials; (ii) breach of this Agreement by you or anyone using your account or Credentials; (iii) any information used, stored, or transmitted in connection with your account or Credentials; (iv) breach of the rights of any third party, including but not limited to privacy, publicity, intellectual property, or other proprietary rights by you or anyone using your account or Credentials; or (v) violation of any law, regulation, or other legal requirement. 10. NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. 11. TERMINATION; CANCELLATION 11.1. This Agreement shall continue in full force until terminated or cancelled pursuant to this Agreement. 11.2. Time Labs shall have the right to terminate this Agreement (i) for any reason whatsoever by providing thirty (30) days' notice to you; (ii) immediately for your material breach of this Agreement, other than non-payment of Fees; or (iii) for non-payment of Fees. Notwithstanding the foregoing, Time Labs reserves the right, in its sole discretion