By indicating your acceptance of these terms and conditions, you ("Customer") acknowledge and agree to be bound by the provisions of this agreement for the use of the ZoomOnTime services ("Services") provided by ZoomOnTime, Inc. If you are not willing to be bound by these terms and conditions do not click the box next to "I Agree to the Terms of Service" box. By clicking this box or by using or accessing the service, you agree to be bound by the following terms and conditions.

Provision of Service

• ZoomOnTime 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. ZoomOnTime 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 ZoomOnTime Web site (the "Web Site"), which Customer will review periodically
• 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

Fees and Payments

• The Service is billed in advance on a monthly, bimonthly, semiannual or annual subscription basis based on your sign-up date and subscription details and is non-refundable
• There will be no refunds or credits for unused prepaid Service if terminated before the subscription expiration date by any party for any reason
• For any upgrade in subscription level, the credit card you provided will be charged the new rate as of that day
• Downgrading your services will take effect immediately and will not result in any refunds from ZoomOnTime
• All payments will be in U.S. dollars
• Customers may select credit card payment options, pursuant to which ZoomOnTime will charge fees directly to a Customer's credit card, when such option is made available by ZoomOnTime and pursuant to such terms and conditions as ZoomOnTime may post on the Web Site from time to time
• Customer agrees to pay all state and local sales, use, property, or other taxes arising from Customer's use of the Service (collectively, "Chargeable Taxes"), except for taxes on ZoomOnTime's net income which may be assessed against ZoomOnTime with respect to this Agreement. ZoomOnTime may include Chargeable Taxes in its invoices, in which event Customer will pay to ZoomOnTime the taxes so invoiced
• All overdue balances and accounts will be forwarded to Dun & Bradstreet on the 60th day of non-payment
• Customer agrees that all payments will be made to ZoomOnTime via credit or debit card, issued by a US bank, including MasterCard, VISA, or American Express. ZoomOnTime may change the credit cards accepted at any time, at its sole discretion. Customer's name and address as it appears on Customer's ZoomOnTime account must also be on the credit account from which Payment is made. If Customer provides a credit card number that ZoomOnTime accepts for payment of Customer's monthly bills, Customer is authorizing ZoomOnTime to charge the amounts Customer owes, then or later, to that credit card account and to demand immediate payment from the card issuer. Customer also agrees to pay, under the terms of Customer's agreement with the card's issuer, the amounts charged to Customer's credit card. Every time Customer uses ZoomOnTime Services, Customer re-affirms that ZoomOnTime is authorized to charge Customer's card. Customer agrees to authorize ZoomOnTime to charge purchases made online to the credit card account supplied to ZoomOnTime when the subscription was initiated, or the card that ZoomOnTime has on file when the purchase is made. Customer agrees to pay all costs and expenses, including without limitation attorney's fees, incurred by ZoomOnTime to collect any monies due under terms of this Agreement

Limitations on Use of Service and Service Software

• 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
• 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

ZoomOnTime's Proprietary Rights

• As between the parties, ZoomOnTime shall retain all right, title and interest to the Services including all copyrights, trademarks, patents and all other intellectual property rights thereto, including without limitation with respect to all technology used in connection with or provided as part of the Services
• Customer may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. Customer may not allow any third party to access the Services for any purpose whatsoever
• The copyright notices and other proprietary legends shall not be removed from the Services and no right to use any trademark is granted under this Agreement
• Customer may not grant any sublicense, lease or other right in the Services to any third party. All rights not expressly granted under this Agreement are retained by ZoomOnTime

Customer Registration

• Customer agrees to provide true, accurate, current and complete data to ZoomOnTime upon signing up for the Services and at subsequent times as requested by ZoomOnTime
• If Customer provides data that is, or that ZoomOnTime suspects to be, false, inaccurate, not current or incomplete, ZoomOnTime has the right to suspend or terminate Services and refuse any and all current or future use of all Services, or any portion thereof
• Customer registration data will not be provided to third parties, unless required by law, or in the event Customer grants ZoomOnTime the right to provide that information
• Customer shall maintain and promptly update the registration data as applicable
• Upon completion of all registration information and acceptance of this Agreement, Customer will receive a password
• Customer is solely responsible for the maintaining the confidentiality of Customer's password, and will be responsible for all transactions and activities that occur as a result of Customer's disclosure of such password, whether or not such transactions and/or activities were authorized by Customer
• Customer shall not give account information to third parties and shall at all times be responsible and liable for any transactions or activities that occur on Customer's account
• Customer shall immediately notify ZoomOnTime if any unauthorized use of Customer's account has occurred or of any other breach of security
• ZoomOnTime respects the privacy of its Customers. Please refer to the ZoomOnTime Privacy Policy for more details. This policy, which may be updated from time to time by ZoomOnTime in its discretion, is incorporated into these terms and conditions by this reference

Limited Warranty; Limitation of Liability

• ZoomOnTime warrants that the Service will be provided with due care. EXCEPT FOR THE FOREGOING, ZOOMONTIME 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 ZOOMONTIME 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 ZoomOnTime's 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 ZoomOnTime in the six (6) months prior to the claimed injury or damage
• ZoomOnTime is not liable for the accuracy, truthfulness, or validity of any data entered by Customer or provided through the Service. ZoomOnTime is not liable for the loss of any Customer Data
• Customer's sole and exclusive remedy, if it is dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of ZoomOnTime is to discontinue using the Service

Interruption of Service

• ZOOMONTIME 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 and/or refunds will be made in the case of temporary interruption of or defects in transmission of the Service
• ZoomOnTime 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 ZoomOnTime's control

Communications with ZoomOnTime

Customer may provide information, including but not limited to feedback, data, answers, questions, comments, suggestions, plans and ideas to ZoomOnTime. Such information shall be deemed non-confidential and ZoomOnTime assumes no obligation to protect such information from disclosure. The submission of such information to ZoomOnTime shall in no way prevent the purchase, manufacture, or use of similar products, services, plans and ideas by ZoomOnTime for any purpose whatever. ZoomOnTime shall be free to reproduce, use, disclose and distribute such information to others without restriction. Customers shall have no recourse against ZoomOnTime for alleged infringement or misappropriation in connection with any information or materials submitted to ZoomOnTime hereunder.

International Use

ZoomOnTime makes no representation that materials on its web site(s) are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Customer agrees to comply with all applicable foreign and domestic laws, rules and regulations regarding the transmission of technical data exported from or imported to the United States or the country in which Customer resides.

Modification to Agreement

ZoomOnTime reserves the right to change the terms and conditions of this Agreement, by posting a revised version of the Agreement at Terms of Service or its successor site.

• Use of the Services signifies Customer's agreement to all terms, conditions and notices contained or referenced herein. Continued use of any part of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, and all changes shall thereupon become binding upon the Customer
• If Customer does not agree to the changes, Customer shall immediately cease all use of the Services

General

• This Agreement, including any documents incorporated herein by reference, merges all prior written and oral communications and defines the entire agreement of the parties concerning the Services
• In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect and such illegal, void or ineffective provisions shall be construed, as nearly as possible, to reflect the intentions of the parties
• All notices under this Agreement shall be in writing and delivered by email or in writing
• This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. Each party submit to the exclusive jurisdiction of the state and federal courts located in Massachusetts, and irrevocably waive any right that such party may have to assert the such forum is not convenient or that any such court lacks jurisdiction
• Customer agrees and acknowledges that any breach of the provisions regarding ownership contained in this Agreement shall cause ZoomOnTime irreparable harm and ZoomOnTime may obtain injunctive relief as well as seek all other remedies available to ZoomOnTime in law and in equity
• Customer shall not transfer or assign this Agreement or Customer's rights under this Agreement. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives
• The failure of ZoomOnTime to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement. The provisions of this Agreement relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this Agreement for any reason
• The U.N. Convention for the Sale of Goods shall not be applicable to this license of the Services to Customer
• The section titles in this Agreement are for convenience only and have no legal or contractual effect