Terms of Service

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE TIME2TRACK SERVICE. BY CLICKING ON “YES, I ACCEPT TIME2TRACK’S TERMS & CONDITIONS” YOU ACKNOWLEDGE THAT YOU HAVE AGREED TO BECOME A PARTY TO, AND TO BE LEGALLY BOUND BY, THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, THEN YOU AGREE NOT TO ACCESS OR USE THE SERVICE.

Welcome to the Time2Track Service. Time2Track Holdings LLC, a Delaware limited liability company (“Time2Track”), agrees to provide the subscriber who has registered to use the Service (“you”) with the Service under the terms and conditions embodied in this Terms of Use Agreement (“Agreement”). This Agreement is effective as of the day of the activation of your account (“Account”) by Time2Track.

Grant of Rights.

Time2Track grants you a non-exclusive, non-transferable, limited right to access, use and display the academic experience services and the Time2Track Internet Site located at www.time2track.com (collectively, the “Site”) provided by Time2Track each of which may include, without limitation, data management for academic users such as students, faculty and staff and any other products or services that Time2Track may offer (collectively, the “Service”) on any machine(s) of which you are the primary user. Your Account may not be transferred to another party without prior written approval from Time2Track, and any such permitted transfer of your Account is subject to any additional restrictions that Time2Track may require.

Changes to this Agreement.

Time2Track has the right to modify this Agreement and impose new or modified policies or practices at any time in its sole and absolute discretion after providing you with at least 30 calendar days’ advance notice (via email or other media). Any modification is effective immediately following this 30 day period. Your continued use of the Service after this 30 day period shall be conclusively deemed an acceptance of all such modification(s). Your exclusive right with respect to any dissatisfaction or disagreement with any modifications made to this Agreement, or any policies or practices of Time2Track in providing the Service, including, without limitation, (a) terminating or suspending your access to the Service, (b) any change in the content of functionality of the Service, or (c) any change in the amount or type of fees charged for the Service, is to terminate your subscription to the Service by complying with Section 12. Such notice will be effective on receipt by Time2Track.

Use of Your Account.

This Agreement is personal to you, and you agree not to allow other persons to use your login name or password to access your Account without the prior written consent of Time2Track. You may not resell or redistribute any portion of the Service or provide access to your Account to any third party whether or not for financial gain. You are responsible for your use of the Service and for any consequences if you misuse the Service or violate this Agreement.

Notification of Security Breaches.

You agree to notify Time2Track promptly of any unauthorized use of your password or account or any other breach of security. In the event of a breach of security, you will remain liable for any unauthorized use of the Account with the Service until you notify Time2Track via electronic mail at [email protected].

Fees and Payment.

Regardless of whether or you actually use the Service, Time2Track will charge you standard monthly or annual fees, as you elect during the registration process, in exchange for your ability to access your Account as long as your Account remains active with Time2Track. Any and all charges will appear on your monthly credit card statement. Time2Track reserves the right to change its fees at any time for any reason after providing you with at least 30 calendar days’ advance notice (via email or other media). Time2Track will have no obligation to refund any amounts paid by you under this Agreement upon its termination. From time to time, Time2Track may add or modify certain services relating to the Service, and Time2Track reserves the right to charge you additional or different fees in consideration for providing such new or modified services to you. You will also be liable for all attorney and collection fees and costs arising from Time2Track’s efforts to collect any unpaid balances on your Account.

Communications Charges.

You are responsible for all charges associated with communicating with the Service, including, without limitation, all telephone access lines, telephone, and computer equipment necessary to access the Service.

Other Charges.

You are responsible for all other charges resulting from use of the Service. You will pay all monthly fees, surcharges, applicable taxes and other charges you incur regarding the Service.

Late Fees.

If Time2Track does not receive the full amount of your Account balance within 30 calendar days of the invoice date or billing date, the lesser of an additional 5% or the highest percentage allowed by law, of the outstanding balance will be added to your bill as a late charge each month and shall be due and payable.

Content.

Your Responsibility for Your Content.

You recognize that you are solely responsible for the content of any information you submit to the Service.

Time2Track’s Ability to Monitor.

You consent to allow Time2Track to monitor the content that you transmit by means of the Service, but you understand that Time2Track shall have no obligation to do so. In addition, Time2Track may provide human review of the content you transmit by means of the service to ensure your compliance with this Agreement. If Time2Track deems any content transmitted or otherwise made available by you to be unlawful, fraudulent, unethical, unacceptable, defamatory, offensive, obscene or otherwise objectionable or in breach of the terms of this Agreement, then Time2Track shall have the right, but not the obligation, to remove, deny access to or refuse to post such content. Time2Track shall not be liable to you for any action Time2Track takes to remove or restrict access to such material, or for any action taken to remove or restrict access to material posted in violation of any the terms of this Agreement or of any law, regulation or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy. Time2Track has the right to take all reasonable actions to remove or restrict access to any such material, including restriction, suspension or termination of your access privileges and/or deletion of the objectionable material. In no event shall Time2Track be liable to you or any other person or entity, either directly or indirectly, with respect to any materials transmitted by third parties using the Service. You assume total responsibility and risk for your use of the Service and the Internet generally.

Permission to Access and Divulge Your Content

You consent to allow Time2Track to access (for purposes of ensuring your compliance with this Agreement) any and all communications sent or received by you through the Service. You also consent to allow Time2Track to divulge the contents of any communications sent or received by you through the Service to any third party to the extent required by law or legal authority.

Material accessible to you through the Service may be the subject of intellectual property rights, including, without limitation, patents, copyrights, trademarks and trade secrets.

No Reproduction of Others’ Proprietary Rights.

Except as expressly permitted by the owner of such proprietary rights, you may not reproduce, redistribute, retransmit, publish or otherwise transfer or exploit any such material.

License Granted to Time2Track in Your Content.

By posting messages, uploading files, inputting data, or engaging in any form of communication (collectively, “Communications”) in or through the Service, you grant to Time2Track an irrevocable, perpetual, fully-paid worldwide license (the “License”) to use, display, copy, perform, modify, sublicense, adapt and publish such Communications using any technology, whether now known or hereafter created; provided, however, that Time2Track shall exercise its rights in the Communications solely to fulfill its obligations under this Agreement. The License does not grant Time2Track any ownership rights in or to your Communications.

Ownership of Content on the Site.

Time2Track or its suppliers own all rights, title and interest in and to all components of the Service, excluding content owned by third parties that may be accessible through the Service and/or the Internet generally. Time2Track’s ownership rights in the Service include, but are not limited to, the look and feel of the end user interfaces associated with the Service and the name of the Service. You shall not copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile, or disassemble (a) any aspect of the Service that we or our suppliers own, or (b) any service, information or materials supplied by a third party content provider and that you may access through the Service.

User Information.

Age.

You certify to Time2Track that you are not a minor, i.e., that you are at least eighteen (18) years of age.

Accuracy of Information and Updating Obligation.

For purposes of identification, billing and marketing, you will provide Time2Track with true, accurate, current, complete, and updated information required by the registration to the Service (“Registration Data”), including your legal name, address, telephone number(s), and applicable payment method (e.g., credit card number and expiration date). You will notify Time2Track within five calendar days of any changes in your Registration Data. Failure to comply with this provision may result in immediate suspension or termination of your right to use the Service.

Confidentiality of Passwords.

You will receive a password and account designation after completing the registration process. You are solely responsible for maintaining the confidentiality of your passwords, and you agree that Time2Track will have no obligations with regard thereto.

Privacy and Disclosure.

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, please see our full privacy policy at www.time2track.com/privacy. Time2Track reserves the right to reveal Registration Data or other information in its possession regarding users of the Service in cooperation with a lawful request or an investigation by any government body or governmental agency. In addition, Time2Track may enter into an agreement (“School Agreement”) with the educational institution(s) at which you are enrolled (each a “School”) to, among other things, manage certain of its students’ data, including your data, and allow access to such data by the School’s authorized personnel. Therefore, in pursuit of a School Agreement or for Time2Track to perform its obligations under the School Agreement, you authorize Time2Track to disclose your Registration Data and other information about you to the School.

Indemnification.

Your use of the Service will at all times comply with all applicable laws, rules, and regulations and with all rules imposed by Time2Track from time to time. You hereby agree to indemnify, defend and hold harmless Time2Track and its employees, licensors, independent contractors, content or service providers, subsidiaries and affiliates (collectively, “Affiliates”), from and against any and all claims, proceedings, damages, injuries, liabilities, losses and costs (including, without limitation, attorneys’ fees and costs) incurred by the Affiliates in connection with any claim arising out of any breach (whether by action or omission) by you of any of your representations, warranties and covenants contained in this Agreement. You shall cooperate as fully as reasonably required in the defense of any claim. Time2Track reserves the right, at its own expense, to assume the exclusive defense and control of any material otherwise subject to indemnification by you and you shall not in any event settle any such matter without the written consent of Time2Track.

DISCLAIMER OF WARRANTY.

THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CONTENT ACCURACY OR THE RESULTS TO BE OBTAINED FROM ITS USE. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE AND THE INTERNET GENERALLY. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER TIME2TRACK NOR ITS SUPPLIERS MAKE ANY WARRANTIES REGARDING THE SERVICE AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OR LACK OF SECURITY OF OR ERROR IN THE SERVICE UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO TIME2TRACK’S NEGLIGENCE. TIME2TRACK DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED IN A TIMELY FASHION.

LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL TIME2TRACK OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE, ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON THE SITE OR THE INTERNET GENERALLY, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF TIME2TRACK OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL TIME2TRACK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSE OF ACTION EXCEED THE AMOUNT RECEIVED BY TIME2TRACK DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE ACCRUAL OF SUCH CLAIM. YOU UNDERSTAND THAT IF YOU BECOME DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Termination of Service.

You may terminate your Account by emailing us at [email protected], but you will remain liable for all charges accrued or paid by you up to that time, including the full monthly charges for the month or the full annual charges for the year, as the case may be, during which you terminated your Account. Time2Track may modify, suspend or terminate your Account immediately for any breach of this Agreement. On termination of this Agreement, Time2Track reserves the right to terminate your login name and password and to delete any or all program or data files associated with your Account.

You shall not use the Service in a manner that is prohibited by any law or regulation, or that would facilitate the violation of any law or regulation.

Termination for Failure to Follow Service Rules.

You will abide by the following rules and any other rules established from time to time by Time2Track:

Password Confidentiality.

You will not communicate your password to any person or let your Account be used by anyone except yourself;

Objectionable Username or Alias.

You will not choose or utilize a username or other alias that, in the sole discretion of Time2Track, could be viewed or perceived as objectionable to a reasonable person;

Multiple User Login.

You will not attempt to, allow others to attempt to, log in more than once at the same time on your Account;

Objectionable Content.

You will not upload, post, publish, transmit, reproduce or distribute in any way any unlawful, threatening, abusive, harmful, harassing, tortuous, invasive of another’s privacy, hateful, racially or ethnically derogatory libelous, defamatory, obscene, pornographic, profane, vulgar or otherwise objectionable information of any kind;

Harmful or Damaging Content.

You will not upload, post, publish, transmit, reproduce or transmit in any way any material that contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

Promotional Content.

You will not post or transmit any advertising, promotional materials or any other form of solicitation;

Infringing Content.

You will not upload, post, publish, transmit, reproduce or distribute in any way any content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;

Unlawful Transmission of Content.

You will not upload, post, publish, transmit, reproduce or distribute in any way any content that you do not have the right to transmit under any law, rule, regulation or pursuant to any contractual or fiduciary relationships;

Criminal Activity.

You will not use the Service to commit a crime, or to plan, encourage or help others to commit a crime;

Solicitation.

You will not post or transmit requests for money, petitions for signature, chain letters or letters relating to pyramid or ponzi schemes;

Commercial Use.

You will not use any portion of the Service for any commercial or for-profit activity, but only for your personal, nonpecuniary purposes;

Compliance with Export Laws.

You will comply with all applicable laws regarding the transmission of technical data exported from the United States or the county in which you reside;

Compliance with Other Laws.

You will not violate any applicable local, state, national or foreign law, including, without limitation, regulations promulgated by any local, state or foreign agency;

Personal Data.

You will not use the Service to collect, store or distribute personal data about other users of the Service;

Compliance with Rules of Other Interactive Services.

You will not violate the terms and conditions and operating rules of any other interactive service, including, without limitation, other newsgroups and mailing lists or other similar groups or lists and World Wide Web sites;

Disruption of the Service.

You will not interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

Impersonation.

You will not impersonate a Time2Track official, forum leader, guide or host or another user or otherwise falsify any such person’s name in email or in any post or transmission to any newsgroup or mailing list or other similar groups or lists or otherwise misrepresent your affiliation with a person or entity; and

Disguising Origin.

You will not forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Service.

Termination for Violation of Service Rules.

You are bound by the rules that Time2Track imposes for proper use of the Service. Your failure to follow these rules, whether set out in this Agreement, or in bulletins posted at various times by Time2Track at the Site, all of which are incorporated by this reference, will give Time2Track the right to terminate immediately this Agreement and your Account.

Payment for Violation of Service Rules.

For each violation by you of any of these rules, you will pay Time2Track damages to compensate for the lost goodwill such a violation causes, but, where warranted, such as in the case of accidental transmission, Time2Track may waive all or part of any applicable charge. Payment by you under this provision shall not prevent Time2Track from seeking to obtain other legal remedies against you, including other monetary damages or equitable relief.

If there is any dispute, disagreement, claim or other controversy (“Dispute”) that arises out of the use of the Service or the performance, interpretation or application of this Agreement, then the Dispute shall be resolved by an independent arbitrator affiliated with the American Arbitration Association and designated by Time2Track (“Arbitrator”). The arbitration of the Dispute shall be conducted in accordance with the then-current arbitration rules of the American Arbitration Association. The decision and award of the Arbitrator shall be final and binding on the parties; provided, however, that the Arbitrator shall have no authority to award punitive damages or any other damages not measured by the prevailing party’s actual or statutory damages, and shall not make any ruling, finding or award that does not conform to the terms of this Agreement. The arbitration shall be held in Boston, Massachusetts. The cost of any arbitration shall be shared equally by the parties, but the Arbitrator shall be authorized to enter, as part of the award to any party, an amount equal to such party’s attorneys’ fees and other costs related to the arbitration. The provisions of this Section shall not affect any party’s right to terminate this Agreement in accordance with its terms. The decision of the Arbitrator may be enforced by the prevailing party, but only in the state or federal courts set forth in Section d, and you and Time2Track submit to the jurisdiction of such courts.

Miscellaneous.

Entire Agreement.

This Agreement constitutes the entire agreement between Time2Track and you with respect to the Service.

Force Majeure.

Time2Track shall not be liable for any delay, failure in performance, loss or damage due to force majeure conditions such as fire, explosion, power blackout, earthquake, volcanic action, flood, hurricane, the elements, strike, embargo, labor disputes, civil or military authority, war, terrorism, acts of God, acts or omissions of telecommunications carriers, acts of regulatory or governmental agencies, or other causes beyond its reasonable control, for so long as such conditions exist.

GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS.

JURISDICTION.

SUBJECT TO THE ARBITRATION REQUIREMENT SET FORTH IN SECTION 14 OF THIS AGREEMENT, THE SOLE AND EXCLUSIVE JURISDICTIONS FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE COURT OR FEDERAL COURT LOCATED IN BOSTON, MASSACHUSETTS.

LIMITATIONS PERIOD.

ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO THE SERVICE OR THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES.

Severability.

If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.

Assignment.

You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of Time2Track. Time2Track may assign this Agreement and its rights and obligations hereunder in its sole discretion and without your consent.