Terms and Conditions

USER SERVICE AGREEMENT

Thank you for selecting the Services offered by Timely Business Solutions Limited and/or its subsidiaries and affiliates (referred to as “LISENSOR”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and the LICENSOR. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorised representative, in which case the terms you or your will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative. This Agreement describes the terms governing your use of the online services provided to you on this website, including content, updates and new releases, (collectively, the Services).

For the avoidance of doubt: By agreeing to this agreement you are committing to abide by terms for the use of the Tempus software and its applications, updates, customisations and/or enhancements, if you DO NOT AGREE to these terms, YOU MAY NOT ACCESS the online service.

DEFINITIONS

a. “Product” means the software product, revisions and upgrades including documentation, which the CLIENT has contracted.
b. “Terms of Service Agreement” documents the terms and conditions of use to be adhered to by an end user.
c. “LICENSOR” Affiliates and suppliers” refers to companies you are owned in part or in full by Timely Business Solutions Ltd (Trade names) and suppliers associated with the delivery of the Product(s) and Service in Appendix One.
d. “CLIENT” means the contracting organisation and their users.
e. “USER” means the person authorised to access and use the software.

1. LICENSE

1.1. The LICENSOR hereby grants the USER a non-exclusive, non-transferable license to use the Software, in its object code only.

1.2. The LICENSOR reserves the right at any time, without liability or prior notice, to change the features or characteristics of the Software, this Agreement, or the Softwares documentation and related materials.

1.3. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services. The LICENSOR reserves all other rights in the Services. Until termination of this Agreement and as long as you or your organisation (CLIENT) meets any applicable payment obligations and comply with this Agreement, The LICENSOR grants to you a personal, limited, nonexclusive, non-transferable right and license to use the Services.

1.4. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

1.4.1. Provide access to or give any part of the Services to any unauthorised third party.

1.4.2. Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.

1.4.3. Make the Services available on any file-sharing or application hosting service.

2. LICENSE RESTRICTIONS

2.1. The USER acknowledges that the Software and its structure, organisation, and source code constitute valuable trade secrets of LICENSOR. Accordingly, the CLIENT agrees not to (i) copy, perform, distribute, modify, adapt, alter, translate, or create derivative works from the Software; (ii) merge the Software with other software; (iii) sub-license, lease, rent, or loan the Software to any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (v) otherwise use the Software except as expressly allowed in this Agreement.

2.3. LICENSOR retains exclusive ownership of all worldwide copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, property rights and all other industrial rights in the Software and documentation, including any derivative works, modification, updates, or enhancements. All rights in and to the Software not expressly granted to the USER in this Agreement are reserved by the LICENSOR. Nothing in this Agreement shall be deemed to grant, by implication, estoppel or otherwise, a license under any of LICENSORs existing or future patents.

2.4. The USER shall not use the Software in any way that violates any local or national law, including but not limited to the posting of information that may violate third-party rights, that may defame a third-party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other computer crime regulations, etc.

3. WARRANTY DISCLAIMER

Access to the software by the provided LICENSOR AS IS without any warranty whatsoever, including but not limited to any functionality or its being virus free. The USER recognises that the AS IS clause of this agreement is an important part of the base agreement, without which the LICENSOR would not have agreed to enter this agreement. The LICENSOR and its affiliates and suppliers disclaim all warranties, expressed, implied, or statutory, regarding the software including any warranties of merchantability, fitness for a purpose, title and non-infringement. No representation or other affirmation of fact regarding the software shall be deemed a warranty for any purpose or give rise to any liability of third parties whatsoever. The client acknowledges that there is no reliance on warranties or statements other than as may be set forth herin.

4. LIMITATION OF LIABILITY

4.1. To the maximum extent permitted by applicable law, the entire liability of the LICENSOR, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount paid for the service during the twelve (12) months prior to the claim. Prior to such a claim. Subject to applicable law, the LICENSOR its affiliates and suppliers are not liable for any of the following:

4.2. Indirect, special, incidental, punitive or consequential damages;

4.3. Damages relating to failure of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investments, or use of software or hardware that does not meet system requirements.

4.4. The above limitations apply even if LICENSOR, and its affiliates and suppliers have been advised of the possibility of such damages.

4.5. This agreement sets forth the entire liability of LICENSOR, and its affiliates and the USER exclusive remedy with respect to the Product(s) and Service and their use. Notwithstanding the forgoing, no provision of this agreement shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by the applicable laws of England and Wales and for the avoidance of doubt LICENSOR, does not exclude liability for: death or personal injury, fraud or fraudulent misrepresentation; any other liability which cannot be lawfully excluded by contractual agreement of the parties.

4.6. The USER agrees to hold LICENSOR and its affiliates harmless for all claims, liability and expenses, including reasonable leg fees and costs arising out of use of the services or breach of this agreement.

5. TERMINATION

5.1. The LICENSOR may immediately, at its sole discretion and without notice terminate this Agreement or suspend the Services if the USER fails to comply with this Agreement. Upon termination the USER must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect the LICENSORs rights to any payments due to it.

5.2. The LICENSOR may terminate a free account at any time.

5.3. The LICENSOR may suspend or terminate use of Software and this Agreement immediately upon receipt of any notice which alleges that the CLIENT or its USERs have used the Software for any purpose that violates any local, national, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc.. In such event, LICENSOR may disclose the Users identity and contact information, if requested by a government or law enforcement body, or as a result of a court order, subpoena or other legal action, and LICENSOR shall not be liable for damages or results thereof and CLIENT and the USER agrees not to bring any action or claim against this LICENSOR for such disclosure.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Products, that are made accessible under this agreement with all its components, including the source code, object code, documentation, appearance, structure, organisation, its preparatory design material etc., is protected by copyright and other intellectual property laws and treaties.

6.2. Timely Business Solutions Ltd owns the title, copyright, and distribution rights in terms of the product(s) and content including and not exclusive to design, code, forms, checklists, templates. Including those items created by the CLIENT using the product(s). The product(s) rights are neither licensed nor sold. Timely Business Solutions Ltd reserves all rights not expressly granted to the VAR under this agreement.

6.3. You can view LICENSORs Privacy Policy provided with the Services and on the website for the Services. You agree to the applicable LICENSORs Privacy Policy, and any changes published by the LICENSOR. You agree that the LICENSOR may use and maintain your data according to the Privacy Policy, as part of the Services. You give the LICENSOR permission to combine identifiable and non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other services provided by the LICENSOR. For example, this means that LICENSOR may use your and other users non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. The LICENSOR is a global company and you agree that LICENSOR may access or store personal information in multiple countries, including countries outside the European Economic Area to the extent permitted by applicable law.

6.4. You are responsible for all materials, data, and personal information (“Content”) uploaded, posted or stored through your use of the Services. You grant the LICENSOR a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. The LICENSOR is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

6.4.1 Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, national, state, federal or foreign law;

6.4.2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individuals privacy;

6.4.3. Except as permitted in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

6.4.4. Virus, trojan horse, worm or other disruptive or harmful software or data; and

6.4.5. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

6.5. The USER may use the Product(s) only in accordance to its technical features and its very intended purpose and may not reverse engineer, decompile or disassemble the product(s) in any way. Any of the aforementioned actions will constitute a direct infringement of Timely Business Solutions Ltd.s Intellectual Property Rights.

6.6. The USER may not copy literally or not literally, modify, distribute or proceed to any action that may be properly characterised as copyright infringement by UK applicable law.

6.7. The USER may not transfer for value or use the Software for any commercial purpose other than that described in this Agreement.

7. ACCOUNT REGISTRATION AND USE

7.1. To access the online services, the USER must be registered for Tempus account by providing an email address and creating a password, and providing us with other information requested. The USERS agree to provide accurate, complete and current registration information. It is the responsibility of the USER to ensure that password information remains confidential and secure. By registering, the USER agrees to be fully responsible for all activities that occur under their user name and password. The LICENSOR may assume that any communications received from the holder of the account has been made by the legitimate USER.

7.2. The USER is responsible for notifying the LICENSOR of any unauthorised use of or access to your account. The CLIENT acknowledges that the LICENSOR, may require information that may be used to confirm identity and help ensure the security of the USERS account. The LICENSOR is not liable for any loss, damages, liability, expenses or legal fees that may incurred as a result of unauthorised use of a password or account, either with or without the CLIENT OR USERS knowledge and/or authorisation, and regardless of whether the LISENSOR has been advised us of such unauthorized use. The LICENSOR will be liable for losses, damages, liability, expenses and legal fees incurred by the LICENSOR or a third party due to unauthorised account use.

8. USER CONTENT AND ACCEPTANCE USE

The Tempus Software includes applications that allow the USER to create tasks and submit associated information, text, files, and other materials (collectively, User Content) and to share that User Content with others. User Content submitted or otherwise made available (submitted) to the Services is subject to the following terms:

8.1. By submitting Content created by authoring tools within Tempus, the USER grants the LICENSOR a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content. The LICENSOR reserves the right to remove any Content on the Services that violates these Terms or that is otherwise objectionable or unlawful, the judgement of which is at the LICENSORS sole discretion.

8.2. Content submitted to the Services which has been generated by the USER externally to Tempus and its applications is owned and controlled by the USER. The LICENSOR reserves the right to remove any Content on the Services that violates these Terms or that is otherwise objectionable or unlawful, the judgement of which is at the LICENSORS sole discretion.

8.3. User Content Representations. You acknowledge and agree that you have all required rights to submit User Content without violation of any third-party rights. You understand that the LICENSOR does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold the LICENSOR blameless for all claims resulting from User Content posted.

9. CONTENT AND INFORMATION EXCHANGES

9.1. The Services may include a community forum, notifications, collaboration or discussion groups or other social features to exchange Content and information with other users of the Services. The LICENSOR does not support and is not responsible for the content in these Community Groups. Please use respect when you interact with other users in a group. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which the LICENSOR is not responsible.

9.2. You agree that the LICENSOR may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant the LICENSOR a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide in any way.

9.3 The LICENSOR may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect the LICENSOR or its customers, or operate the Services properly. The LICENSOR, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

You may be offered other services, products, or promotions by the LICENSOR and or its affiliates. Additional terms and conditions and fees may apply. With some Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. This information will be dealt with in accordance with our Privacy Policy. You grant permission to use information about your business and experience to help us to provide the Services to you and to enhance the Services. You grant the LICENSOR permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant the LICENSOR permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

10. GOVERNING LAW AND JURISDICTION

10.1. This Agreement will be governed by the laws of England and Wales, without regard to its conflicts of law principles. Notwithstanding the foregoing, the USER acknowledges that a breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Timely Business Solutions or that of its Affiliates or its Suppliers intellectual property rights may cause Timely Business Solution Ltd., irreparable damage for which recovery of money damages would be inadequate. Accordingly, the USER agrees that Timely Business Solution Ltd., shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by the USER or otherwise to protect Timely Business Solutions rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and agree that the USER will procure that any third party making a claim against Timely Business Solution Ltd., arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

10.2. The LICENSOR does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. accessing content from within countries or states where such content is illegal is prohibited. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in jurisdiction.

11. CHANGES

The LICENSOR reserves the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

12. AUTHORISATION

By accepting electronically “I Agree” and accessing the Service you hereby agree to terms of use within this USER SERVICE AGREEMENT.

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