Terms of Use

This is a legal agreement (“Agreement”) between you, the end user (“you” or “Licensee”) andTimeGO, LLC. (“TimeGO”). This Agreement governs your acquisition and use of TimeGO’s Service(defined below).

YOU MUST CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USINGTHE SERVICE (AS DEFINED BELOW). BY CREATING AN ACCOUNT AND USING THESERVICE, YOU ARE:

  1. REPRESENTING THAT YOU ARE OVER THE AGE OF 18
  2. REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BINDYOU AND/OR YOUR COMPANY AND/OR EMPLOYER, AND
  3. CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT

IF YOU DO NOT AGREE TO ALL THESE TERMS OR CANNOT MAKESUCH REPRESENTATIONS DO NOT USE THE SOFTWARE.

  1. PROPRIETARY RIGHTS
    1. License to Service. Subject to the terms and conditions of this Agreement, TimeGOgrants to Licensee during the term set forth on the applicable order form (the “Term”)a non-exclusive, nontransferable, non-sublicensable, limited license: (I) to use theSoftware as a Service “(“SaaS”) solution called TimeGO and located at TimeGO.comfor the sole purpose of recording employee work times, creating work schedules,managing company, employee, client and job related information and activities; and(II) to access the documentation provided by TimeGO (the “Documentation”).Collectively, the SaaS and Documentation are the “Service.”
    2. Restrictions on Use of Service. The Service is licensed to Licensee for internal useonly. In connection with Licensee’s use of the Service, Licensee shall comply with allapplicable laws, rules and regulations. Licensee shall not, and shall not permit anythird party to: (I) copy, modify, translate, or create derivative works of the Service;(II) reverse engineer, decompile, disassemble or otherwise attempt reconstruct,identify or discover any source code, underlying ideas, underlying user interfacetechniques, or algorithms of the Service, (III) lend, lease, offer for sale, sell orotherwise use the Service for the benefit of third parties; or (IV) attempt tocircumvent any license, timing or use restrictions that are built into the Service.
    3. TimeGO Ownership of Service. Except for the limited rights granted in Section 1(a)above, TimeGO retains all right, title and interest, including all intellectual propertyrights, in and to the Service. Licensee acknowledges that the Service constitutesTimeGO’s valuable trade secrets and improper use or disclosure would causeTimeGO irreparable harm. Accordingly, Licensee agrees to use the Service solely asauthorized in this Agreement. Licensee further acknowledges that the licensegranted pursuant to this Agreement is not a sale and does not transfer to Licenseetitle or ownership of the Service or a copy of the Service, but only a right of limiteduse for evaluation purposes. ALL RIGHTS NOT EXPRESSLY GRANTEDHEREUNDER ARE RESERVED TO TimeGO.
    4. Licensee Data. Subject to the terms and conditions of this Agreement, Licenseegrants to TimeGO a limited, non-transferable (except pursuant to Section 9(a) below) license to use the data entered into the Service by Licensee and/or Licenseepersonnel (such data collectively, “Data”) for the purpose of providing the Service.Licensee represents and warrants that: (I) it owns the Data posted by it on or throughthe Service or otherwise has the right to grant the license set forth in this Agreement;(II) the posting and use of Data on or through the Service does not violate the privacyrights, publicity rights, copyrights, contract rights, intellectual property rights, or anyother rights of any person; and (III) the posting of Data on the Service does not resultin a breach of contract between you and a third party. In addition, TimeGO may useanonymized and aggregated Data collected through the Service for any purpose,including, without limitation, to enhance and improve the Service.
  2. USE OF THE SERVICE
    1. TimeGO’s Responsibilities. TimeGO shall use commercially reasonable efforts tomake the Service available at all times, except for planned downtime and anyunavailability caused by force majeure circumstances (e.g., fires, floods, acts ofGod, acts of government, civil unrest, Internet service provider failures or delays,denial of service attacks, etc.), and to provide the Service only in accordance withapplicable laws and government regulations. TimeGO will maintain appropriateadministrative, technical and physical safeguards to protect the security,confidentiality and integrity of Data. TimeGO will comply with its Privacy Policy,which is incorporated by reference into this Agreement.
    2. Licensee Responsibilities. Licensee shall (I) be responsible for its (and as applicable,its personnel’s) compliance with this Agreement, (II) use commercially reasonableefforts to prevent unauthorized access to or use of the Service, and notify TimeGOimmediately of any such unauthorized access and/or use of which Licenseebecomes aware, and (III) use the Service only in accordance with this Agreement,the Documentation, and all applicable laws and government regulations. Licenseeshall not (w) make the Service available to any third party, (x) sell, resell, rent orlease the Service, (y) interfere with or disrupt the integrity or performance of theService or any third-party data contained on the Service, including, as applicable, thethird-party data of Licensee’s employees, or (z) attempt to gain unauthorized accessto the Service or its related systems or networks.
    3. Payment for Subscriptions and Service. Licensee may be able to subscribe toservices on the Service. Additional terms and conditions may apply and subscriptionfees may be due in advance and change at any time. If you set up an auto-paymentaccount with us for your subscription, we will automatically charge it to pay for yoursubscription. We will continue to charge the payment account you provided to payfor the subscription until your service ends or you choose a different paymentaccount. Once you place your payment account on file with us, we may receiveautomatic updates of that account information from the financial institution to keepour information current. If you do not create an auto-payment account, you mustprovide us with payment manually in advance for your subscriptions. If you fail topay in advance, we may terminate or suspend your subscription services as furtherdescribed in Section 4.
    4. TimeGO may include preview, beta, or other pre-release features or services offeredto obtain customer feedback (“Previews”). Previews are made available to you on thecondition that you agree to these terms of use. PREVIEWS ARE PROVIDED “AS-IS,””WITH ALL FAULTS,” AND “AS AVAILABLE”. Previews may not be covered by customersupport and are subject to any additional notices provided with the Preview. Certain named Previews may be intended for future release at additional cost despite beingoffered for free during the Preview period. We may change ordiscontinue Previews at any time without notice. We also may choose not to releasea Preview into “General Availability.”
  3. CONFIDENTIAL INFORMATION
    1. Definition of Confidential Information. As used herein, “Confidential Information”means all confidential information disclosed by a party (“Disclosing Party”) to theother party (“Receiving Party”), whether orally or in writing, that is designated asconfidential or that reasonably should be understood to be confidential given thenature of the information and the circumstances of disclosure. Licensee’sConfidential Information shall include Data; TimeGO Confidential Information shallinclude the Service; any information reasonably requested by TimeGO with respectto Licensee’s use and experience with the Service, including any issues orsuggestions related to such use and experience; and information relating to theperformance, reliability or stability of the Service, operation of the Service, orknow-how, techniques, processes, ideas, algorithms, and software design andarchitecture of the Service; and Confidential Information of each party shall includebusiness and marketing plans, technology and technical information, product plansand designs, and business processes disclosed by such party. However, ConfidentialInformation (other than Data) shall not include any information that (I) is or becomesgenerally known to the public without breach of any obligation owed to the DisclosingParty, (II) was known to the Receiving Party prior to its disclosure by the DisclosingParty without breach of any obligation owed to the Disclosing Party, (III) is receivedfrom a third party without breach of any obligation owed to the Disclosing Party, or(IV) was independently developed by the Receiving Party.
    2. Protection of Confidential Information. The Receiving Party shall use the same degreeof care that it uses to protect the confidentiality of its own confidential information oflike kind (but in no event less than reasonable care) (I) not to use any ConfidentialInformation of the Disclosing Party for any purpose outside the scope of thisAgreement, and (II) except as otherwise authorized by the Disclosing Party in writing,to limit access to Confidential Information of the Disclosing Party to those of its andits affiliates’ employees, contractors and agents who need such access for purposesconsistent with this Agreement and who have signed confidentiality agreements withthe Receiving Party containing protections no less stringent than those herein.Neither party shall disclose the terms of this Agreement or any order form to anythird party other than its affiliates and their legal counsel and accountants without theother party’s prior written consent.
    3. Compelled Disclosure. The Receiving Party may disclose Confidential Information ofthe Disclosing Party if it is compelled by law to do so, provided the Receiving Partygives the Disclosing Party prior notice of such compelled disclosure (to the extentlegally permitted) and reasonable assistance, at the Disclosing Party’s cost, if theDisclosing Party wishes to contest the disclosure. If the Receiving Party is compelledby law to disclose the Disclosing Party’s Confidential Information as part of a civilproceeding to which the Disclosing Party is a party, and the Disclosing Party is notcontesting the disclosure, the Disclosing Party will reimburse the Receiving Party forits reasonable cost of compiling and providing secure access to such ConfidentialInformation.
  4. TERM AND TERMINATION
    1. Term. This Agreement will remain in effect until the expiration of the Term. TimeGOreserves the right to terminate this Agreement at its discretion for any reason or noreason at any time upon notice to Licensee, in which case Licensee shall payLicensee all amounts owed to TimeGO pursuant to the applicable order formand cease all access to and use of the Service. TimeGO may refund any prepaidamounts, at its discretion.
    2. Effect of Termination. Upon expiration or termination of this Agreement for anyreason, the rights and licenses granted to Licensee under this Agreement willimmediately terminate.
    3. Survival. The provisions of Sections 1(c) and 3 through 9 shall survive thetermination or expiration of this Agreement for any reason.
  5. WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTYOF ANY KIND. TimeGO MAKES NO PROMISES, REPRESENTATIONS ORWARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITHRESPECT TO THE SERVICE, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANYREPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT ORPATENT DEFECTS, AND TimeGO SPECIFICALLY DISCLAIMS ALL IMPLIEDWARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR APARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, ASWELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. TimeGO DOESNOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT THE SERVICEWILL WORK WITHOUT INTERRUPTIONS.
  6. LIMITATION OF LIABILITY. IN NO EVENT SHALL TimeGO’S LIABILITY ARISING OUT OFOR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS. EXCEPT FORA BREACH OF THE LICENSE RESTRICTIONS, IN NO EVENT SHALL EITHER PARTYHAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, ORCONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OFLIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE)OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDINGBUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTIONOF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLYNOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITEDREMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT AREASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
  7. INDEMNIFICATION. Licensee shall indemnify, defend and hold TimeGO harmless from anyclaim, action, suit or proceeding made or brought against TimeGO arising out of or relatedto (I) Licensee’s breach of any term of this Agreement, or (II) TimeGO’s use of any LicenseeData.
  8. U.S. GOVERNMENT RESTRICTED RIGHTS. TimeGO provides the Service, includingrelated software and technology, for ultimate federal government end use solely inaccordance with the following: Government technical data and software rights related to theService include only those rights customarily provided to the public as defined in thisAgreement. This customary commercial license is provided in accordance with FAR 12.211(Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions,DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights inCommercial Computer Software or Computer Software Documentation). If a governmentagency has a need for rights not conveyed under these terms, it must negotiate with TimeGO to determine if there are acceptable terms for transferring such rights, and amutually acceptable written addendum specifically conveying such rights must be included inany applicable contract or agreement.
  9. PAYMENTS. TimeGO offers payments through Paddle.com Inc. (“Paddle”), a third-partypayment processor. In order for you to use Paddle’s payment processing services, youmust register with Paddle as a merchant. The Paddle Terms of Service explain that processand are available here: https://www.paddle.com/legal/terms. The Paddle Privacy Policy isavailable here: https://www.paddle.com/legal/privacy. By accepting this agreement withTimeGO, you agree that you have reviewed the Paddle Terms of Service and Privacy Policyfor the country in which you are located and agree to them. If you have questions regardingthe Paddle Terms of Service or Privacy Policy, please refer to the Paddle websitewww.Paddle.com or contact Paddle at https://Paddle.com
  10. MISCELLANEOUS
    1. Assignment. Licensee may not assign this Agreement or any rights or obligationshereunder, directly or indirectly, by operation of law or otherwise, without the priorwritten consent of TimeGO. Subject to the foregoing, this Agreement will inure to thebenefit of and be binding upon the parties and their respective successors andpermitted assigns. TimeGO may freely assign this agreement. Any attemptedassignment in violation of this Section 10(a) will be null and void.
    2. Export Regulations. Licensee understands that TimeGO is subject to regulation byagencies of the U.S. government, including, but not limited to, the U.S. Departmentof Commerce, which prohibit export or diversion of certain technical products tocertain countries. Licensee warrants that it will comply in all respects with theExport Administration Regulations and all other export and re-export restrictionsapplicable to the technology and documentation licensed hereunder.
    3. Severability. If any provision of this Agreement is held by a court of competentjurisdiction to be contrary to law the remaining provisions of this Agreementwill remain in full force and effect.
    4. Governing Law and Jurisdiction. This Agreement is governed by and construed underthe laws of the State of New Mexico without reference to conflict of laws principles.All disputes arising out of or related to this Agreement will be subject to the exclusivejurisdiction of the state and federal courts located in Albuquerque, New Mexico, andthe parties agree and submit to the exclusive jurisdiction and venue of these courts.
    5. Modification and Waiver. No waiver or modification of this Agreement will be validunless made in writing and signed by both parties. The waiver of a breach of anyterm hereof will in no way be construed as a waiver of any other term or breachhereof.
    6. Entire Agreement. This Agreement embodies the entire understanding of the partiesand supersedes any previous or contemporaneous communications, whether oralor written; and may be amended only by a writing signed by both parties.

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