Clicktime.com, Inc., a California corporation, ("ClickTime.com")
provides the ReviewManager Internet-based collaboration service
(the "Service") subject to your compliance with the terms and conditions
below. PLEASE READ THESE TERMS AND CONDITIONS ("this User Agreement")
CAREFULLY BEFORE ACCESSING THE SERVICE. BY ACCESSING THE SERVICE,
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU
DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, YOU MAY NOT
ACCESS OR USE THE SERVICE.
Customer and User
You have accessed the Service at the invitation of a customer of
ClickTime.com ("Customer") as a user. Customer and ClickTime.com
have entered into an agreement for provision of the Service to Customer
and its invitees ("Customer Agreement"). The Customer Agreement
is separate and distinct from this User Agreement. This User Agreement
is between you and ClickTime.com. Nothing herein (including without
limitation Section 6(d) hereof) modifies or limits the terms and
conditions of the Customer Agreement, even if you are an employee
or agent of Customer. You are an at-will invitee of Customer and
agree that Customer or ClickTime.com may dismiss you, removing you
from the Service, at any time and for any reason without notice.
Use of ReviewManager Service
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE.
CLICKTIME.COM DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR
REPRESENTATIONS, ON THE USE OF INFORMATION PROVIDED THROUGH THE
SERVICE. CLICKTIME.COM WILL NOT BE LIABLE FOR ANY COST OR DAMAGE
ARISING OUT OF OR RELATED TO ANY USE OF INFORMATION PROVIDED THOUGH
THE SERVICE. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE ACCURACY,
COMPLETENESS, AND USEFULNESS OF ALL INFORMATION, OPINIONS, AND ADVICE
PROVIDED THROUGH THE SERVICE.
No Service Warranties; Data Handling
(a) THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. CLICKTIME.COM DOES NOT WARRANT THAT THE SERVICE
WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE,
OR OTHER MATERIAL ACCESSIBLE ON THE SERVICE IS FREE OF VIRUSES,
WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.
(b) UNDER NO CIRCUMSTANCES WILL CLICKTIME.COM, ITS AFFILIATES, DIRECTORS,
OFFICERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARISE
OUT OF OR RELATE TO YOUR USE OF OR INABILITY TO USE THE SERVICE.
(c) If you are dissatisfied with the Service or with any terms,
conditions, rules, policies, guidelines, or practices of ClickTime.com
in operating the Service, your sole and exclusive remedy is to discontinue
using the Service.
(d) ClickTime.com has no obligation to monitor the Service. However,
ClickTime.com has the right to monitor the Service and to disclose
any information provided on or through the Service as necessary
to satisfy any law, regulation, or other governmental request, and
as necessary to operate the Service in the manner it deems proper
or to protect itself or its subscribers.
(e) ClickTime.com will not intentionally monitor or disclose any
private electronic-mail message unless required by law. ClickTime.com
reserves the right to refuse to post or to remove any information
or materials, in whole or in part that at its sole discretion, that
are unacceptable, undesirable, or in violation of this Agreement.
Online Conduct & Data Handling
(a) You agree not to disclose account passwords to anyone. You agree
not to share accounts between any two individuals. By accepting
this Agreement, you acknowledge that data stored on the Service
is not permanent, and the Service should not be used for archiving
or backup purposes. All data posted to the Service should be a duplicate
of data that you safeguard on your own premises.
(b) You agree not to store "mission-critical" or other critical
data on the Service. You agree not to use the Service for transmitting
critical life support information nor otherwise to use the Service
to sustain, improve, or rescue the health or well-being of any person.
(c) You agree not to use the ReviewManager service to transmit
any text, image, or other data format that is obscene, pornographic,
or contains defamatory material or material that is offensive to
any person or group.
5. Failure to Comply With Terms and Conditions
(a) ClickTime.com may deny you access to all or part of the Service
without notice at its sole discretion if it believes you have violated
any of the terms and conditions in this User Agreement. If ClickTime.com
denies you access to the Service, you shall have no right to access
through clicktime.com any materials stored on the Service.
(b) You agree to defend, indemnify and hold ClickTime.com, its affiliates,
officers, directors, employees, and contractors harmless from any
and all liabilities, costs and expenses, including without limitation
reasonable attorneys' fees, related to any violation of this Agreement
by you or authorized users of your account, or in connection with
the use of the Service or the placement or transmission of any message,
information, software or other materials on the Internet by you
or authorized users of your account.
(a) In the event that any portion of this Agreement is held to be
unenforceable, the unenforceable portion will be construed in accordance
with applicable law as nearly as possible to reflect the original
intentions of the parties and the remainder of the provisions shall
remain in full force and effect.
(b) ClickTime.com's failure to insist upon or enforce strict performance
of any provision of this Agreement will not be construed as a waiver
of any provision or right. Neither the course of conduct between
parties nor trade practice will act to modify any provision of this
Agreement. Clicktime.com may modify this Agreement from time to
time by placing a notice of such modification on the login screen
and your continued use of the Service following notice of such modification
shall be deemed to be your acceptance of any such modification.
It is your responsibility to check the Service regularly to determine
whether this Agreement has been modified. If you do not agree to
any modification of this Agreement, you will immediately stop using
(c) This Agreement will be governed by and construed in accordance
with the laws of the State of California, without regard to its
conflicts of law provisions. Any cause of action you may have with
respect to the Service must be commenced within one (1) year after
the claim or cause of action arises or such claim or cause of action
(d) This Agreement constitutes the entire agreement between you
and ClickTime.com with respect to the Service and supersedes any
prior agreement, understanding, or negotiation.
November 7, 2000