Terms of Service
Self Service Technology, LLC; DBA Telephone Timesheets. End User License Agreement
Last updated 2022-01-25
This is a legal agreement (“ Agreement ”) between you, the end user (“you” or “Licensee”) and Self Service Technology, LLC; DBA Telephone Timesheets (“ Telephone Timesheets ”). This Agreement governs your acquisition and use of Telephone Timesheets’ Service (defined below).
YOU MUST CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SERVICE (AS DEFINED BELOW). BY CREATING AN ACCOUNT AND USING THE SERVICE, YOU ARE:
- REPRESENTING THAT YOU ARE OVER THE AGE OF 18
- REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOU AND/OR YOUR COMPANY AND/OR EMPLOYER, AND
- CONSENTING TO BE LEGALLY BOUND BAY ALL OF THE TERMS OF THIS AGREEMENT.
YOU MUST CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SERVICE (AS DEFINED BELOW).
1. PROPRIETARY RIGHTS
- License to Service. Subject to the terms and conditions of this Agreement, Telephone Timesheets grants 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 the Software as a Service “(“ SaaS ”) solution called Telephone Timesheets and located at TelephoneTimesheets.com for the sole purpose of recording employee work times and creating work schedules; and (II) to access the documentation provided by Telephone Timesheets (the “ Documentation ”). Collectively, the SaaS and Documentation are the “ Service .”
- Restrictions on Use of Service. The Service is licensed to Licensee for internal use only. In connection with Licensee’s use of the Service, Licensee shall comply with all applicable laws, rules and regulations. Licensee shall not, and shall not permit any third 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 interface techniques, or algorithms of the Service, (III) lend, lease, offer for sale, sell or otherwise use the Service for the benefit of third parties; or (IV) attempt to circumvent any license, timing or use restrictions that are built into the Service.
- Telephone Timesheets Ownership of Service. Except for the limited rights granted in Section 1(a) above, Telephone Timesheets retains all right, title and interest, including all intellectual property rights, in and to the Service. Licensee acknowledges that the Service constitutes Telephone Timesheet’s valuable trade secrets and improper use or disclosure would cause Telephone Timesheets irreparable harm. Accordingly, Licensee agrees to use the Service solely as authorized in this Agreement. Licensee further acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Licensee title or ownership of the Service or a copy of the Service, but only a right of limited use for evaluation purposes. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO TELEPHONE TIMESHEETS.
- Licensee Data. Subject to the terms and conditions of this Agreement, Licensee grants to Telephone Timesheets a limited, non-transferable (except pursuant to Section 9(a) below) license to use the data entered into the Service by Licensee and/or Licensee personnel (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 through the 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 privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (III) the posting of Data on the Service does not result in a breach of contract between you and a third party. In addition, Telephone Timesheets may use anonymized and aggregated Data collected through the Service for any purpose, including, without limitation, to enhance and improve the Service.
2. USE OF THE SERVICE
- Licensee Responsibilities. Licensee shall (I) be responsible for its (and as applicable, its personnel’s) compliance with this Agreement, (II) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Telephone Timesheets immediately of any such unauthorized access and/or use of which Licensee becomes aware, and (III) use the Service only in accordance with this Agreement, the Documentation, and all applicable laws and government regulations. Licensee shall not (w) make the Service available to any third party, (x) sell, resell, rent or lease the Service, (y) interfere with or disrupt the integrity or performance of the Service or any third-party data contained on the Service, including, as applicable, the third-party data of Licensee’s employees, or (z) attempt to gain unauthorized access to the Service or its related systems or networks.
- Payment for Subscriptions and Service. Licensee may set up an auto-payment account with us for your subscription. We will automatically charge it to pay for your subscription. We will continue to charge the payment account you provided to pay for the subscription until your service ends or you choose a different payment account. If you fail to pay, we may terminate or suspend your subscription services as further described in Section 4.
3. CONFIDENTIAL INFORMATION
- Definition of Confidential Information. As used herein, ” Confidential Information ” means all confidential information disclosed by a party (” Disclosing Party “) to the other party (” Receiving Party “), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Licensee’s Confidential Information shall include Data; Telephone Timesheets Confidential Information shall include the Service; any information reasonably requested by Telephone Timesheets with respect to Licensee’s use and experience with the Service, including any issues or suggestions related to such use and experience; and information relating to the performance, reliability or stability of the Service, operation of the Service, or know-how, techniques, processes, ideas, algorithms, and software design and architecture of the Service; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Data) shall not include any information that (I) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (II) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (III) is received from a third party without breach of any obligation owed to the Disclosing Party, or (IV) was independently developed by the Receiving Party.
- Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (I) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, 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 and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any order form to any third party other than its affiliates and their legal counsel and accountants without the other party’s prior written consent.
- Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
4. TERM AND TERMINATION
- Term. This Agreement will remain in effect until the expiration of the Term. Telephone Timesheets reserves the right to terminate this Agreement at its discretion for any reason or no reason at any time upon notice to Licensee, in which case Licensee shall pay Licensee all amounts owed to Telephone Timesheets pursuant to the applicable order form and cease all access to and use of the Service. Telephone Timesheets may refund any prepaid amounts, at its discretion.
- Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Licensee under this Agreement will immediately terminate.
- Survival. The provisions of Sections 1(c) and 3 through 9 shall survive the termination or expiration of this Agreement for any reason.
5. WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TELEPHONE TIMESHEETS MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND TELEPHONE TIMESHEETS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. TELEPHONE TIMESHEETS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT THE SERVICE WILL WORK WITHOUT INTERRUPTIONS.
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL TELEPHONE TIMESHEETS’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS. EXCEPT FOR A BREACH OF THE LICENSE RESTRICTIONS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
7. U.S. GOVERNMENT RESTRICTED RIGHTS. Telephone Timesheets provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. 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 in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Telephone Timesheets to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
8. INDEMNIFICATION. Licensee shall indemnify, defend and hold Telephone Timesheets harmless from any claim, action, suit or proceeding made or brought against Telephone Timesheets arising out of or related to (I) Licensee’s breach of any term of this Agreement, or (II) Telephone Timesheets’s use of any Licensee Data.
9. FORCE MAJEURE. Telephone Timesheets shall not be liable for its failure to perform any of its obligations under this Agreement if such failure is the result but not limited to acts of God, fire, strikes, explosions, power failure, earthquake, flood, water, labor disputes, terrorism, failure of any satellite or other connecting telecommunications facilities, or any other matter beyond the reasonable control of Telephone Timesheets.
10. ARBITRATION. All disputes, claims and/or controversies, including but not limited to billing disputes, matters of construction, interpretation and/or enforcement, arising out of or in any way connected to this agreement shall be submitted for final and binding resolution to a single arbitrator selected in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Minneapolis, Minnesota. The award rendered by the arbitrator may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration and the attorneys' fees of the prevailing party shall be assessed against the party against whom the award is rendered.
11. CONSENT TO COMMUNICATIONS. By entering into this agreement, you consent to the receipt of electronic mail ("e-mail"), text messages and customer service phone communication from Telephone Timesheets. Telephone Timesheets reserves the right, however, to continue to contact you regarding important information relating to your Account, or this agreement.
12. TAXES. Telephone Timesheets reserves the right to pass any new government taxes, fees, or surcharges on to customers by changing its rates.
13. CANCELLATION. You may discontinue service at any time through the Telephone Timesheets administrative portal. If you need assistance with this process, you can contact Telephone Timesheets by email and a support representative will assist you. You will remain responsible for payment of all charges for services rendered up through the date you discontinue service.
14. TERMINATION. Telephone Timesheets reserves the right, at its sole discretion and for any reason, to terminate this Agreement and your access to its services, upon thirty (30) day's electronic notice. If fraud or abuse of the service is suspected, Telephone Timesheets has the right to put an Account immediately on hold until further investigation takes place.a
15. BILLING DISPUTES. You must notify Telephone Timesheets by e-mail of any disputed charges or incorrect payment amounts. Telephone Timesheets will attempt to resolve all disputes within thirty (30) days of being notified of a dispute. To the extent Telephone Timesheets determines, at its sole discretion, that a billing adjustment is warranted, your account will be credited accordingly. If you fail to notify Telephone Timesheets of a billing dispute as noted above, you will waive all rights to bring any claim regarding the disputed charges.
16. ACCEPTABLE CONDUCT. You agree to use Telephone Timesheets services only for purposes that are lawful in the jurisdictions where you are calling from and calling to. You shall not transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, gives rise to civil liability, or otherwise violates any applicable local, state, national, or international law.
In particular, depending on the state or country in which you are located or the person you are calling is located, you may violate a country's or a state's criminal law or create civil liability for yourself by listening in on or recording a telephone conversation without informing the other parties that you are doing so.
Telephone Timesheets reserves the right to immediately, and without notice, terminate or discontinue your account in the event it determines in its sole discretion that you have committed fraud or violated any applicable law or regulation or any term or condition of this Agreement. In order to combat harassing or illegal conduct, Telephone Timesheets may monitor and provide call detail records or recordings to law enforcement agencies.
- Assignment. Licensee may not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Telephone Timesheets. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Telephone Timesheets may freely assign this agreement. Any attempted assignment in violation of this Section 9(a) will be null and void.
- Export Regulations. Licensee understands that Telephone Timesheets is subject to regulation by agencies of the U.S. government, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain technical products to certain countries. Licensee warrants that it will comply in all respects with the Export Administration Regulations and all other export and re-export restrictions applicable to the technology and documentation licensed hereunder.
- Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement will remain in full force and effect.
- Governing Law and Jurisdiction. This Agreement is governed by and construed under the laws of the State of Minnesota without reference to conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in St. Paul, Minnesota, and the parties agree and submit to the exclusive jurisdiction and venue of these courts.
- Modification and Waiver. No waiver or modification of this Agreement will be valid unless made in writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
- Entire Agreement. This Agreement embodies the entire understanding of the parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both parties.
- Disclaimer. The materials contained on this web site are provided for general information purposes only and do not constitute any form of advice. Telephone Timesheets assumes no responsibility for the accuracy of any particular statement and accepts no liability for any loss or damage which may arise from reliance on the information contained on this site. Links to other web sites may at times be provided for your use, but Telephone Timesheets accepts no responsibility or liability for access to or the material on any web site which is linked from or to this web site. By providing links to other sites, Telephone Timesheets does not guarantee, approve or endorse the information or products available at this sites, nor does a link indicate any association with or endorsement of the linked site by Telephone Timesheets.
- Language. All communications and notices to be made or given according to this Agreement shall be in the English language.