NewWave Introduces TR Standard, the Time and Attendance version of TimeReporting.com - Professional Edition
NewWave launches national advertising campaign of the timesheet software management system TimeReporting
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All customers agree to the following terms and conditions.
Customer Service Agreement
This Customer Service Agreement (this "Agreement") is by and between NewWave Consulting
Group, Inc. and the sole service provider of TimeReporting.com services and the company
(or other entity) acknowledging this Agreement ("Customer").
1. Provision of Service.
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(a) |
TimeReporting.com will provide Customer access to the Internet time-tracking/timesheet
service (the "Service") which will permit the processing, retrieval, and transmission
of transaction data submitted by Customer (the "Customer Data") pursuant to the
terms of this Agreement. TimeReporting.com may change Service features and functionality,
as well as the terms and conditions of this Agreement, from time to time. Notice
of such changes will be posted on the TimeReporting.com Web site (the "Web Site"),
which Customer will review periodically.
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(b) |
Customer is responsible for its own compliance with this Agreement, including without
limitation the compliance of its employees, officers, agents, and any third party
Customer invites to participate in the Service.
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2. Fees.
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(a) |
Customer's use of the Service may result in fees as will be set forth on the Web
Site. The Service fees and charges may be changed by TimeReporting.com from time
to time by sending Customer an invoice, in electronic, paper or any other form,
or by posting fees owed on the Web Site. Customer agrees to pay said fees within
thirty (30) days of receipt of such invoice. Customer will pay on all amounts past
due, that have not been disputed specifically in writing and in reasonable good
faith, an interest charge of one and one-half percent (1.5%) per month computed
from the due date of each payment, or the maximum rate permitted by New York law.
Customer will be liable for attorneys' and collection fees arising from TimeReporting.com
efforts to collect unpaid balances.
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(b) |
All payments will be in U.S. dollars. |
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(c) |
Customers may select credit card payment options, pursuant to which TimeReporting.com
will charge fees directly to a Customer's credit card, when such option is made
available by TimeReporting.com and pursuant to such terms and conditions as TimeReporting.com
may post on the Web Site from time to time. |
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(d) |
Customer agrees to pay all state and local sales, use, property, or other taxes
(collectively, "Chargeable Taxes"), except for taxes on TimeReporting.com net income
which may be assessed against TimeReporting.com with respect to this Agreement.
TimeReporting.com may include Chargeable Taxes in its invoices, in which event Customer
will pay to TimeReporting.com the taxes so invoiced. |
3. Limitations on Use of Service and Service Software.
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(a) |
As used herein, "Software" refers to any software incorporated into the Service.
Customer will not, and will not permit, assist, or allow others to, reverse engineer,
decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt
to discover or recreate the Software or its source code. Customer will not modify
or attempt to modify the Software or sublicense or charge others to use or access
the Software or the Service. Customer will not use the Software or the Service in
any way not expressly authorized by this Agreement. |
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(b) |
Customer acknowledges that the Services is not intended for permanent storage and
agrees not to use the Service for archiving or back-up purposes. Customer will not
store "mission critical" data on the Service, including without limitation data
pertaining to power generation, military or national security, or any function to
sustain or rescue the health or well-being of any person. |
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(c) |
From time to time, TimeReporting.com may add new features to the Service that are
described as "beta" ("Beta Features"). Customer acknowledges that Beta Features
may be untested, non-functional, and/or partly functional features of the Service.
If Customer elects to use a Beta Feature, it does so at its own risk. Notwithstanding
the provisions of the first sentence of Section 5(a), TimeReporting.com does not
warrant that the Beta Features will be provided with due care. Customer will back-up
all data it adds to the Beta Features and will not rely upon the functionality of
the Beta Features for any purpose whatsoever. Except as specifically provided in
this Section 3 (c), the Beta Features will be considered part of the Service and
all provisions of this Agreement relating to the Service will apply to the Beta
Features. |
4. Security, Privacy, and Access.
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(a) |
TimeReporting.com will exercise reasonable care to prevent any unauthorized person
or entity from gaining access to Customer Data. Each party will promptly notify
the other of any unauthorized access to or use of Customer Data or passwords. The
parties will use reasonable efforts to take remedial measures to address any such
unauthorized access. TimeReporting.com will not be liable for any damages incurred
by Customer arising out of or related to use of the Service, including without limitation
in connection with any unauthorized access to or disclosure of Customer Data, resulting
from the actions of Customer, any third party, or from the failure of electronic
or other security measures.
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(b) |
TimeReporting.com has no obligation to monitor the Service. TimeReporting.com has
the right to monitor the Service and to disclose any information arising out of
it, including without limitation Customer Data, as necessary to satisfy any law,
regulation, or demand of government or of internal auditors or to protect TimeReporting.com
or its customers. TimeReporting.com may remove or refuse to post any materials that
it finds, at its sole discretion, to be offensive, undesirable, in violation of
this Agreement, or otherwise unacceptable. However, TimeReporting.com has no obligation
to remove any such materials.
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(c) |
Customer will not use the Service to transmit or store any data that may be considered
obscene or pornographic, that contains defamatory material, or that violates federal,
state, or local law. |
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(d) |
Customer will not disclose any account passwords to any third party not authorized
to use the Service. |
5. Limited Warranty; Limitation of Liability.
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(a) |
TimeReporting.com warrants that the Service will be provided with due care. EXCEPT
FOR THE FOREGOING, TIMEREPORTING.COM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE. Furthermore, UNDER NO CIRCUMSTANCES,
INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL TIMEREPORTING.COM BE LIABLE TO CUSTOMER
OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER INDIRECT, SPECIAL,
COVER, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR TO THE USE OR INABILITY TO USE THE SERVICE. In no event will
TimeReporting.com total liability for damages, losses, or causes of action, whether
in contract or tort, including without limitation negligence, either jointly or
severally, exceed the aggregate dollar amount paid by Customer to TimeReporting.com
in the twelve (12) months prior to the claimed injury or damage.
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(b) |
TimeReporting.com is not liable for the accuracy, truthfulness, or validity of any
data entered by Customer or provided through the Service. TimeReporting.com is not
liable for the loss of any Customer Data.
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(c) |
Customer's sole and exclusive remedy, if it is dissatisfied with the Service or
with any terms, conditions, rules, policies, guidelines, or practices of TimeReporting.com
is to discontinue using the Service. |
6. Indemnification.
Customer will indemnify and hold harmless TimeReporting.com and its affiliates,
employees, officers, directors, agents, licensors, successors and assigns from all
damages and liability, including without limitation reasonable attorneys' fees,
incurred as a result of:
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(a) |
Customer's violation of its obligations under this Agreement, |
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(b) |
the negligent or willful acts of Customer, or
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(c) |
the violation by Customer of TimeReporting.com or any third party's rights, including
without limitation privacy rights, other property rights, trade secret, proprietary
information, trademark, copyright, or patent rights, and claims for libel, slander,
or unfair trade practices in connection with the use or operation of the Service.
Customer's obligation to indemnify will survive the expiration or termination of
this Agreement by either party for any reason.
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7. Termination and Cessation of Service.
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(a) |
Either party may terminate this agreement at any time. The following obligations
will survive the termination of the Agreement for any reason: (i) indemnification
obligations set forth in Section 6 above; (ii) obligations to make payments of amounts
that become due under this Agreement before termination; and (iii) any other provision
hereof where the context of such provision indicates an intent that it will survive
the term or termination of this Agreement. |
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(b) |
TimeReporting.com may deny Customer access to all or part of the Service without
notice if TimeReporting.com believes, in its sole discretion, that Customer may
have violated any of the terms of this Agreement.
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8. Interruption of Service.
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(a) |
TimeReporting.com WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO
INTERRUPTION OF, OR DEFECTS IN TRANSMISSION OF, THE SERVICE, including without limitation
interruptions or defects due to inability to access the Internet or any part thereof,
equipment modifications, upgrades, relocations, or repairs. No reduction of payments
will be made in the case of temporary interruption of or defects in transmission
of the Service. |
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(b) |
TimeReporting.com will not be liable for interruption of or delays in transmission
of the Service caused by acts of God, fire, water, riots, acts of Government, acts
or omissions of Internet backbone providers, or any other causes beyond TimeReporting.com
control.
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9. Miscellaneous.
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(a) |
This Agreement constitutes the entire Agreement between TimeReporting.com and Customer
regarding the subject matter hereof and expressly supersedes any prior or contemporaneous
written or oral agreements between the parties regarding the subject matter hereof,
including without limitation any offer, purchase order, or other similar instrument
in writing. This Agreement may not be amended, altered, or changed except by a written
agreement signed by the duly authorized representatives of both parties. |
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(b) |
In the event that any provision of this Agreement is held to be unenforceable, such
provision will be construed as nearly as possible to reflect it original intent
and the remainder of this Agreement will remain in full force and effect.
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(c) |
Customer's rights in this Agreement are personal and are not assignable. TimeReporting.com
may assign its rights and obligations under this Agreement to third parties. |
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(d) |
This Agreement is to be construed in accordance with and governed by the internal
laws of the State of New York without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other than the internal
laws of the State of New York to the rights and duties of the parties. The parties
agree that any claim, controversy, or dispute arising out of or relating to this
Agreement will be settled by final and binding arbitration to be conducted in Rochester,
New York in accordance with the commercial arbitration rules of the American Arbitration
Association. The decision of the arbitrator(s) will be binding; provided that TimeReporting.com
may bring an action in a court of law (i) involving allegations of personal injury
to a third party, or (ii) for injunctive or other equitable or extraordinary relief.
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(e) |
The remedies provided in this Agreement and at law or in equity are cumulative and
not exclusive. The failure by either party to exercise any right or remedy under
this Agreement or otherwise available at law or in equity will not be deemed a waiver
of any subsequent right or remedy. |
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(f) |
No person or entity who is not a party to this Agreement will derive any rights
whatsoever hereunder as a third party beneficiary of this Agreement. |
10. Acceptance.
The parties acknowledge that they have read the terms and conditions of this Agreement
and hereby agree to be bound thereby. This Agreement will become effective upon
Customer's acceptance by electronic acknowledgment on the Web Site.
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