agree to the following terms and conditions. PLEASE READ CAREFULLY.
BY INDICATING YOUR ACCEPTANCE, YOU ARE AGREEING THAT YOUR COMPANY
(or other entity) WILL BE BOUND BY THE TERMS OF THIS AGREEMENT.
Customer Service Agreement (this "Agreement") is by and between
ClickTime.com, Inc., a California corporation ("ClickTime.com")
and the company (or other entity) acknowledging this Agreement ("Customer").
Provision of Service
(a) ClickTime.com will provide Customer access to the ReviewManager.com
Internet document viewing service (the "Service") which enables
on-line sharing of a variety of documents (the "Customer Data")
pursuant to the terms of this Agreement. ClickTime.com may change
Service features and functionality, as well as the terms and conditions
of this Agreement, from time to time. Notice of such changes will
be posted on the ReviewManager.com Web site (the "Web Site"), which
Customer will review periodically.
(b) Customer is responsible for its own compliance with this Agreement,
including without limitation the compliance of its employees, officers,
agents, and any third party Customer invites to participate in the
(a) Customer's use of the Service may result in fees as will be
set forth in the fee schedule on the Web Site. In the event that
such fee schedule includes time-commitments or cancellation fees
for cancellation before the expiration of such time commitments,
Customer will be responsible for compliance with such terms and
payment of such cancellation fees. The Service fees and charges
may be changed by ClickTime.com from time to time by revising the
fee schedule posted on the Web Site. Customer agrees to pay said
fees within thirty (30) days of receipt of ClickTime.com's invoice.
Customer will pay on all amounts past due, that have not been disputed
specifically in writing and in reasonable good faith, an interest
charge of one and one-half percent (1.5%) per month computed from
the due date of each payment, or the maximum rate permitted by California
law. Customer will be liable for attorneys' and collection fees
arising out of or related to ClickTime.com's efforts to collect
(b) All payments will be in U.S. dollars.
(c) Customers may select credit card payment options, pursuant to
which ClickTime.com will charge fees directly to Customer's credit
card, when such option is made available by ClickTime.com and pursuant
to such terms and conditions as ClickTime.com may post on the Web
Site from time to time.
(d) Customer agrees to pay all state and local sales, use, property,
or other taxes (collectively, "Chargeable Taxes"), except for taxes
on ClickTime.com's net income which may be assessed against ClickTime.com
with respect to this Agreement. ClickTime.com may include Chargeable
Taxes in its invoices, in which event Customer will pay to ClickTime.com
the taxes so invoiced.
Limitations on Use of Service and Service Software.
(a) As used herein, "Software" refers to any software incorporated
into the Service. Customer will not, and will not permit, assist,
or allow others to, reverse engineer, decompile, disassemble, re-engineer,
or otherwise discover, recreate, or attempt to discover or recreate
the Software or its source code. Customer will not modify or attempt
to modify the Software or sublicense or charge others to use or
access the Software or the Service. Customer will not use the Software
or the Service in any way not expressly authorized by this Agreement.
(b) Customer acknowledges that the Service is not intended for permanent
storage and agrees not to use the Service for archiving or back-up
purposes. Customer will not store "mission critical" data on the
Service, including without limitation data pertaining to power generation,
military or national security, or any function to sustain or rescue
the health or well-being of any person.
(c) Customer will not use the Service to transmit or store any data
that may be considered obscene or pornographic, that contains defamatory
material, or that violates federal, state, or local law.
(d) From time to time, ClickTime.com may add new features to the
Service that are described as "beta" ("Beta Features"). Customer
acknowledges that Beta Features may be untested, non-functional,
and/or partly functional features of the Service. Without limiting
the generality of the provisions of Section 5(a) below, if Customer
elects to use a Beta Feature, it does so at its own risk. Customer
will back-up all data it adds to the Beta Features and will not
rely upon the functionality of the Beta Features for any purpose
whatsoever. Except as specifically provided in this Section 3(d),
the Beta Features will be considered part of the Service and all
provisions of this Agreement relating to the Service will apply
to the Beta Features.
Security, Privacy, and Access.
(a) ClickTime.com will exercise reasonable care to prevent any unauthorized
person or entity from gaining access to Customer Data. Each party
will promptly notify the other of any unauthorized access to or
use of Customer Data or passwords. The parties will use reasonable
efforts to take remedial measures to address any such unauthorized
access. ClickTime.com will not be liable for any damages incurred
by Customer arising out of or related to use of the Service, including
without limitation in connection with any unauthorized access to
or disclosure of Customer Data, resulting from the actions of Customer,
any third party, or from the failure of electronic or other security
(b) ClickTime.com has no obligation to monitor the Service. ClickTime
has the right to monitor the Service and to disclose any information
arising out of it, including without limitation Customer Data, as
necessary to satisfy any law, regulation, or demand of government
or of internal auditors, or to protect ClickTime.com or its customers.
ClickTime.com may remove or refuse to post any materials that it
finds, at its sole discretion, to be offensive, undesirable, in
violation of this Agreement, or otherwise unacceptable. However,
ClickTime.com has no obligation to remove any such materials.
(c) Customer will not disclose any account passwords to any third
party not authorized to use the Service.
Limited Warranty; Limitation of Liability.
(a) CLICKTIME.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE.
Furthermore, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION
NEGLIGENCE, WILL CLICKTIME.COM BE LIABLE TO CUSTOMER OR TO ANY THIRD
PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER INDIRECT, SPECIAL,
COVER, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR TO THE USE OR INABILITY TO USE
THE SERVICE. In no event will ClickTime.com's total liability for
damages, losses, or causes of action, whether in contract or tort,
including without limitation negligence, either jointly or severally,
exceed the aggregate dollar amount paid by Customer to ClickTime.com
in the twelve (12) months prior to the claimed injury or damage.
(b) ClickTime.com is not liable for the accuracy, truthfulness,
or validity of any data entered by Customer or provided through
the Service. ClickTime.com is not liable for the loss of any Customer
(c) Customer's sole and exclusive remedy, if it is dissatisfied
with the Service or with any terms, conditions, rules, policies,
guidelines, or practices of ClickTime.com, is to discontinue using
Customer will indemnify and hold harmless ClickTime.com and its
affiliates, employees, officers, directors, agents, licensors, successors,
and assigns from all damages and liability, including without limitation
reasonable attorneys' fees, incurred as a result of:
(a) Customer's violation of its obligations under this Agreement,
(b) the negligent or willful acts of Customer, or
(c) the violation by Customer of ClickTime.com's or any third party's
rights, including without limitation privacy rights, other property
rights, trade secret, proprietary information, trademark, copyright,
or patent rights, and claims for libel, slander, or unfair trade
practices in connection with the use or operation of the Service.
Customer's obligation to indemnify will survive the expiration or
termination of this Agreement by either party for any reason.
Termination and Cessation of Service
(a) Either party may terminate this agreement at any time. The following
obligations will survive the termination of the Agreement for any
indemnification obligations set forth in Section 6 above;
(ii) obligations to make payments of amounts that become due under
this Agreement before termination;
(iii) obligations to make payments pursuant to time commitment
or cancellation fee terms, if any, as set forth in Section 2 above;
(iv) any other provision hereof where the context of such provision
indicates an intent that it will survive the term or termination
of this Agreement.
ClickTime.com may deny Customer access to all or part of the Service
without notice if ClickTime.com believes, in its sole discretion,
that Customer may have violated any provision of this Agreement.
If Customer chooses to discontinue ClickTime.com Services, an authorized
representative of Customer will notify ClickTime.com on official company
letterhead via fax or postal mail indicating cancellation. Customer will be
responsible for all charges incurred up to the date ClickTime.com receives
the cancellation document. ClickTime.com will not prorate Customer's invoice
for a partial month's usage following cancellation.
Interruption of Service
(a) CLICKTIME.COM WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT
OF OR RELATED TO INTERRUPTION OF, OR DEFECTS IN TRANSMISSION OF,
THE SERVICE, including without limitation interruptions or defects
due to inability to access the Internet or any part thereof, equipment
modifications, upgrades, relocations, or repairs. No reduction of
payments will be made in the case of temporary interruption of or
defects in transmission of the Service.
(b) ClickTime.com will not be liable for interruption of or delays
in transmission of the Service caused by acts of God, fire, water,
riots, acts of Government, acts or omissions of Internet backbone
providers, or any other causes beyond ClickTime.com's control.
(a) This Agreement constitutes the entire Agreement between ClickTime.com
and Customer regarding the subject matter hereof and expressly supersedes
any prior or contemporaneous written or oral agreements between
the parties regarding the subject matter hereof, including without
limitation any offer, purchase order, or other similar instrument
in writing. ClickTime may amend the terms and conditions hereof
by posting an amended version of this Agreement on the Web Site.
Otherwise, this Agreement may not be amended, altered, or changed
except by a written agreement signed by the duly authorized representatives
of both parties.
(b) In the event that any provision of this Agreement is held to
be unenforceable, such provision will be construed as nearly as
possible to reflect it original intent and the remainder of this
Agreement will remain in full force and effect.
(c) Customer's rights in this Agreement are personal and are not
assignable. ClickTime.com may assign its rights and obligations
under this Agreement to third parties.
(d) This Agreement is to be construed in accordance with and governed
by the internal laws of the State of California (as permitted by
Section 1646.5 of the California Civil Code or any similar successor
provision) without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other
than the internal laws of the State of California to the rights
and duties of the parties. The parties agree that any claim, controversy,
or dispute arising out of or relating to this Agreement will be
settled by final and binding arbitration to be conducted in San
Francisco, California in accordance with the commercial arbitration
rules of the American Arbitration Association. The decision of the
arbitrator(s) will be binding; provided that ClickTime.com may bring
an action in a court of law
involving allegations of personal injury to a third party, or
(ii) for injunctive or other equitable or extraordinary relief.
The remedies provided in this Agreement and at law or in equity
are cumulative and not exclusive. The failure by either party to
exercise any right or remedy under this Agreement or otherwise available
at law or in equity will not be deemed a waiver of any subsequent
right or remedy.
(f) No person or entity who is not a party to this Agreement will
derive any rights whatsoever hereunder as a third party beneficiary
of this Agreement.
The parties acknowledge that they have read the terms and conditions
of this Agreement and hereby agree to be bound thereby. This Agreement
will become effective upon Customer's acceptance by electronic acknowledgment
on the Web Site.