The following "Terms of Service" govern your use of the www.time59.com
web site ("Service
") made available by Business Data Designs, Inc. (the "Company
") to you ("You
" or the "Subscriber
1. Limited License & Use of the Service
(1) You are granted a non-exclusive, non-transferable, limited license to access and use the Service.
(2) The Company does not review or pre-screen the contents of electronic data uploaded or posted to the Service ("Content
") by a Subscriber and the Company claims no intellectual property rights with respect to the Content.
(3) You agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service or any visual design elements without the express written permission from the Company.
(4) You agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, the Company, or any other software or service provided by the Company.
(5) You agree not to use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms of Service.
(6) The Service is protected by U.S. and international copyright laws and treaties, as well as other laws and treaties. Except for the non-exclusive license granted pursuant to this Agreement, you acknowledge and agree that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with the Company.
(7) The Company reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice. Continued use of the Service following any modification constitutes your acceptance of such modification.
(8) The Company reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and shall strive to provide reasonable notice prior to any such suspension.
(9) The Company contracts with a third party hosting provider to store the Content at such third party hosting provider's offsite facilities. The Subscriber hereby agrees and acknowledges that the Company shall not be liable for any actions with respect to the loss of any Content, whether or not such loss of Content is caused by the Company or such third party hosting provider.
2. Access to the Service
(1) You are only permitted to access and use the Service if You purchase a subscription to the Service ("Subscriber
"). In order to become a Subscriber, You shall be required to provide a valid email address and any other information requested by the Service and upon such subscription, Subscriber shall be provided with a unique identifier to access and use the Service ("Username
3. Security of Passwords
(1) Subscriber shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service known to them, and for the accuracy and adequacy of personal information provided to the Service.
(2) Subscriber shall implement policies and procedures to prevent unauthorized use of Usernames, and will promptly notify the Company, upon suspicion that a Username has been lost, stolen, compromised, or misused.
4. Payment, Refunds and Subscription Changes
(1) Subscribers with paying subscriptions shall provide the Company with a valid credit card for payment of the 12 month ("Subscription Year
") subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes.
(2) No refunds or credits will be issued for Subscriber's use of a partial Subscription Year.
(3) There are no charges for canceling a subscription, and paying subscriptions cancelled prior to the end of the current Subscription Year shall not be charged again in the following year.
(4) All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Subscriber, or in the form of an announcement on the Service.
5. Cancellation and Termination
(1) Subscribers are solely responsible for canceling their subscription. Subscribers may cancel their subscription at any time by accessing the Service, and clicking on the "My Account" link at the top of the website, and, then clicking on "Account Status" to disable the auto renew feature in which case (i) their annual subscription will not be renewed automatically at the end of the then current subscription period; and (ii) all of Customer's credit card information will be deleted from the Service. In the instance Subscriber elects to disable the auto renew feature, in order to continue using the Service, Subscriber shall be required to manually renew its subscription to the Service.
(2) The Company in its sole discretion, has the right to suspend or discontinue providing the Service to any Subscriber without notice for non-compliance with these Terms of Service, and pursue any other remedy legally available to it.
6. Limited Warranty, Limitation of Liability and Indemnification
(1) The Service is provided on an "as is", "as available" basis and the Company expressly disclaims all warranties, including the warranties of merchantability and fitness for a particular purpose. Your use of the Services is at your sole risk. Any material uploaded to the Service or downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from your use of the Services. No advice or information, whether oral or written, obtained by you from the Company through or from the Service shall create any warranty not expressly stated in this Terms of Service.
(2) The Company, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of the Company or its affiliates does not warrant that:
(a) the Service will meet any specific requirements;
(b) the Service will be uninterrupted, timely, secure, or error-free;
(c) the results that may be obtained from the use of the Service will be accurate or reliable;
(d) the quality of any products, services, information, or other material purchased or obtained through the Service will meet any expectations;
(e) the Content you provide on the Service will be secure and not subject to deletion or loss; and
(f) any errors in the Service will be corrected.
(3) The Company, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of the Company or its affiliates, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from:
(a) the use or the inability to use the Service;
(b) the cost of procurement of a substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service;
(c) any unauthorized access to, alteration or deletion of Subscriber transmissions or Content;
(d) any price change, suspension or discontinuance of the Service;
(e) any loss of Content, modification to a feature or to the Service itself;
(f) any loss of Content subsequent to a cancellation or termination of a subscription to the Service;
(g) statements or conduct of any third party on the Service; or
(h) any other matter relating to the Service.
(4) Exclusive Remedy. Your exclusive remedy for a breach of this Agreement shall be for the Company to repair or replace the defective Company product, or, at the Company's election, to refund the price paid for the portion of the Company product that is defective.
(5) Limitation of Damages. The Company and its suppliers and vendors shall have no liability whatsoever to Subscriber or any other person for or on account of any lost data, lost profits, injury, loss, or damage, of any kind or nature, sustained by or any damage assessed or asserted against or any liability incurred by or imposed upon Subscriber or any other person or party, including incidental, consequential, special or indirect damages.
(6) Limitations of Liability. It is understood and agreed the Company and its supplier and vendor's liability whether in contract, in tort, under any warranty, in negligence or otherwise shall not exceed the amount of the purchase price paid by Subscriber during the twelve (12) months prior to the event giving rise to the initial cause of action. The price stated hereunder is a consideration in limiting the liability. No action, regardless of form arising out of the transactions under this agreement may be brought by Subscriber more than twelve (12) months after the initial cause of action has occurred.
(7) Indemnification. You agree, to the fullest extent permitted by law, to indemnify and hold harmless the Company, its officers, directors, employees and its vendors or suppliers and their officers, directors employees and agents from any liabilities, damages and costs (including reasonable attorney's fees and costs of defense) to the extent caused by Subscriber, Subscriber's contractors, Company or anyone for whom Subscriber is responsible.
(1) You acknowledge and agree that the Company will use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
(2) You acknowledge and agree that the technical processing and transmission of data associated with the Service, including Content, may be transmitted unencrypted and involve: (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) that such Content may be deleted.
(3) The failure of the Company to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
(4) The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superseding any prior agreements between you and the Company.
(5) You may not assign your rights or delegate your duties under this license to access the Service without the prior written consent of the Company.
(6) Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full force and effect in all other circumstances.
(7) This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party. Each party (i) agrees that any action arising out of or in connection with this Agreement shall be brought solely in courts of the State of Illinois (ii) hereby consents to the jurisdiction of the courts of the State of Illinois, and (iii) agrees that, whenever a party is requested to execute one or more documents evidencing such consent, it shall do so immediately.
(8) Company shall not be responsible for delays or failures (including any delay by Company to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.