Terms And Conditions - TimeStub: Project Management

Welcome to TimeStub, a technology service (“Service”) operated by Decodation LLC. (“TimeStub,” “we,” “our,” or “us”), and offered via the TimeStub.decodation.com website.

ACKNOWLEDGEMENT & ACCEPTANCE

By accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms of Service (the “Terms of Service” or “Agreement”). This Agreement, together with the Privacy Policy, applies to Pros who access, enroll in, or use the Service (“Users,” used interchangeably with “you” and “Pro” throughout this Agreement). “User” means you as an individual, as well as the employer or entity on whose behalf you are using the Service, and you represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and such employer or entity. “User” also includes consumers that use any of our services, as applicable.

You acknowledge and agree that we may amend this Agreement at any time by posting a revised version of this Agreement on the Service or Our Website or by notifying you directly in our sole discretion. Your continued use of the Service after any changes are made to this Agreement shall constitute your consent to such changes. We do not and will not assume any obligation to notify Users of any changes to this Agreement. You are responsible for remaining knowledgeable about the terms of the Agreement.

TimeStub SERVICES

TimeStub offers you the use of our mobile and desktop Services which consist of field service management services and tools, subject to our various types and levels of subscription plans, as well as add-ons for additional fees. We also offer Pros the ability to process payments and access certain other services through TimeStub (“Third Party Services”). Your use of our Service is solely authorized for supporting your business, and for consumers, solely for your personal use.

USE OF THE SERVICE

The Service is offered to Users who are 18 years of age or older and reside in the United States or Canada. Use of the Service is permitted only by individuals who can form legally binding contracts under applicable law. If you do not qualify, do not use the Service. By using the Service, you represent and warrant that you are 18 years of age or older and otherwise meet all eligibility requirements herein. You further represent that all information you provide to us (including any customer and employee information) or any of our third-party partners and vendors shall be accurate, and that you shall have all necessary rights to provide and use such information for use as contemplated herein. In addition you represent and warrant that you will comply with all applicable federal, state and local laws, rules and regulations with respect to your use of the Service.

LICENSE

Subject to User’s compliance with this Agreement, TimeStub hereby grants User a revocable, non-exclusive, non-transferable right to access and use the Service, solely in the conduct of User’s normal course of business, and in accordance with this Agreement. User understands and agrees that the Service is provided under license to User, not being sold to User, and User does not gain any ownership interest of any kind in the Service under this Agreement.

TimeStub will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, TimeStub may restrict access to some parts of the Service, or the entire Service, to Users. TimeStub does not make any representations or guarantees regarding uptime or availability of the Service.

SERVICE DATA YOU PROVIDE AS A PRO

In using the Service, You may provide us, directly or indirectly, with information about you or your business, including but not limited to the following types of information (which shall be referred to collectively as “Service Data”):

Business Profile

We require Pros to complete a profile (“Business Profile”). We do not review or verify the information or representations set forth in Business Profiles.

Licenses

Pros are requested to post licensing information in their Business Profile. Different jurisdictions may require state and/or local (county or municipal) level licensing for certain services, work, and/or project amounts.

Insurance and Bonding

Pros may post information and documents concerning insurance policies and/or bonds covering their operations. We do not verify the accuracy of this information.

Customer Data

Individual customer data entered or imported by Pros shall remain the property of the Pro. User grants TimeStub and its affiliates and service providers the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such customer data as may be necessary to provide the Service to you and other customers, and for TimeStub’s internal business uses, and any other uses permitted by law, subject to the TimeStub privacy policy.

Service Pricing Data

Service pricing data entered or imported by Pros shall remain the property of the Pro. We will not share the individual price data with a third party without the consent of the Pro, however, we reserve the right to anonymize and aggregate pricing data, and use such data for our business purposes.

Feedback

In the event that you provide us with any feedback regarding the Service, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Service (“Feedback”), you hereby assign to us all rights, including intellectual property rights, in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.

You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account, including but not limited to any unauthorized transactions involving any hacking or unauthorized access to or use of your account or account information. TimeStub has no liability for any funds paid that were charged from your account or using your credit or debit card information, or paid or transferred to the account or card on file in your TimeStub account. You agree to notify us immediately of any unauthorized use of your account. User is responsible and liable for: (i) User’s conduct; and (ii) any use of the Service through User’s information technology systems or environment, whether authorized or not. We have the right to disable any user name, password, or other identifier, whether chosen by User or provided by TimeStub, at any time if, in our opinion, User has violated any provision of this Agreement.

QuickBooks Data

We may have access to financial and transactional data that you provide us via an import from your Quickbooks account, including data in such an account that is captured before or after your integration with TimeStub. You authorize us to share your data and information in your Quickbooks account with our third-party providers for the purposes of providing the Services and Third Party Services to you.

Geolocation Data

We may have access to certain geolocation data of you and/or your vehicles, obtained from mobile devices including mobile phones, and third party vehicle tracking devices, offered as a service by us. You acknowledge that you have all necessary consents and rights to convey any and all rights granted hereunder to us.

Payment Processing Information

You may provide certain payment processing information including but not limited to dates, amounts and forms of payments you receive.

Users warrant that all information they provide or submit, including but not limited to Service Data, is complete, accurate and current.

Third-Party Vendor Login

In the event you elect to share your login and password information for a vendor of yours with TimeStub to allow TimeStub to take actions on your behalf upon your instructions, you represent and warrant that you are authorized to share such information with us, and that you are hereby authorizing us to take any actions that you direct us to take.

LICENSE TO SERVICE DATA / HOW WE USE SERVICE DATA

By submitting Service Data or any other content on or through our Service, you hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, transmit, modify, display and distribute such content (i) to the extent necessary to provide the Service; (ii) for internal business purposes; (iii) to evaluate your eligibility to use our Service and Third Party Services, in our sole discretion, as well as to create and present to you relevant new offerings from TimeStub and our partners, (iv) to improve, modify and adapt our Service, and (v) for any other lawful purpose. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to the Service Data and any content or materials that you submit to your TimeStub account or the Service.

Such use is subject to our rights and obligations set forth in our privacy policy in effect. Examples of use may include, without limitation, the following:

Provide relevant data to our Service and third-party providers and applications (“Apps”) that utilize functionality from your account to fulfill their services and evaluate your eligibility for additional services; 2. Send communications on your behalf to effect the intended purposes of the applicable Service, e.g., sending job scheduling emails, sending en-route text notifications, offering your marketing promotions; 3. Make your services available on our and third-party Booking Services that we partner with; 4. Generate invoices to you and collect payment thereon; 5. Verify your identity, and prevent fraud or other unauthorized or illegal activity; 6. Analyze and create anonymized aggregate industry trends and analytics to improve the Service and create new features and offerings; 7. Provide customer support to you; 8. Use the names, trademarks, service marks and logos associated with your company to promote the Service; 9. Provide you with job applicants potentially looking for jobs in your industry; 10. Send you offers and marketing materials from TimeStub and any of our partners or affiliates that we believe may be of interest to you, and 11. any other use that we, or a third-party App or partner, describe at the point where we collect data or information with your consent.

Aggregated & Statistical Service Data Rights. Notwithstanding any other provision of this Agreement, TimeStub shall own all right, title and interest to any anonymized, aggregated and statistical data created, generated and/or derived from the Service Data and use of the Service. If TimeStub does not automatically own any anonymized aggregated and statistical data upon its creation, You hereby assign all right, title and interest, including intellectual property rights, in and to such aggregated and statistical data to TimeStub.

We also reserve the right to use any version of your website from our Website Builder service (or any part thereof) for any of our marketing or promotional activities, online or offline, and to modify it as reasonably required for such purposes, and you hereby waive any claims against us or anyone acting on our behalf relating to any past, present or future moral rights, artists’ rights or any other rights you may have in or to such content with respect to such uses.

You hereby grant to TimeStub a non-exclusive, irrevocable, perpetual, unlimited, worldwide license to use and permit others to use, at no cost, your name, photograph, video and voice (from any recordings you provide or upload, or recordings made by us that include you), statements, likeness, and personal characteristics (“Materials”) in connection with the Company’s business purposes, including but not limited to, advertising and commercial exploitation, in any format now known or hereafter developed at the Company’s sole discretion. Such uses of the Materials may include, but are not limited to: use on the Company’s website, use on social media, use of Materials within advertising, promotional, and educational communications, use for training, and any other public use in furtherance of the Company’s business purposes. You further agree not to make your own separate recordings of any Conquer coaching sessions.

Franchises

If you are a franchisee, and you subscribe to TimeStub through an offer or or in conjunction with your franchisor, you authorize TimeStub to provide access to your TimeStub account, and all information therein, to your franchisor. You also authorize us to act on, and follow instructions from your franchisor with regard to your account.

COMMUNICATING WITH YOU/TCPA CONSENT; WITHDRAWING CONSENT; HELP

You authorize TimeStub, inclusive of its agents, affiliates and independent contractors, to contact you at the email address(es) and telephone number(s) that you have provided to TimeStub for advertisement, telemarketing, solicitation or other purposes, using an automated telephone dialing system, a pre-recorded voice to deliver a message, or texting you, even if you have previously requested to be placed on our Do-Not-TimeStub, or your phone number appears on a state or federal Do-Not-TimeStub, or you have previously opted-out from receiving marketing emails from us. You can withdraw your consent to receive text messages at any time by replying with a text saying “STOP”. After you send a message “STOP” to us, we will send you a text message to confirm that you have been unsubscribed. After this, you will no longer receive text messages from us, unless you thereafter provide consent. If you are experiencing issues with the text messaging program you can reply with the keyword “HELP” for more assistance, or you can get help directly at [email protected]. Neither the carriers, nor TimeStub are liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us, and to us from you. Message frequency may vary. If you have any questions about your text or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our privacy policy at www.TimeStub.decodation.com/privacy You can unsubscribe from receiving marketing messages from us in the settings of your account. If you do not consent to receive these messages or if you later unsubscribe from receiving marketing solicitations, you may miss out and not receive certain messages from TimeStub. Consent to receive such communications is not a condition to using our services, and if you choose not to consent, you may opt out by calling 858-602-0045 (or with respect to Buildbook, 866-566-6100).

You also agree that all personal information you provide to register with the Service is governed by our Privacy Policy, and you consent to all actions TimeStub takes with respect to your personal information consistent with its Privacy Policy. Where it is permitted by law, TimeStub may rely on implied consent. You also represent and warrant that you have obtained all necessary consents for any communications to your employees and customers that are facilitated by or delivered via our Service.

SUBSCRIPTION FEE FOR USE OF TimeStub

Subscription fee

TimeStub has various levels of service that are billed on a subscription basis for the term as specified when you subscribed. When you sign up for a subscription-billing based account, you agree to pay for, and to allow us to bill your credit card (or other payment method provided by you) for, all due charges, including all taxes and other applicable charges, in advance, at regular intervals, in accordance with the term of the Services to which you subscribed. The subscription period can be month-to-month, annual, or another duration described more fully on https://www.TimeStub.decodation.com. You understand and agree that we may elect to modify your billing frequency at any time, without notice, including, for example, billing a monthly subscription on a weekly basis. ALL SUBSCRIPTIONS AUTOMATICALLY RENEW, IF NOT TERMINATED PRIOR TO SUCH AUTO-RENEWAL FOR A PERIOD EQUAL TO THE SUBSCRIPTION PERIOD. For renewals, TimeStub will automatically charge your payment method in the amount of the then-current fee for your type of account, plus applicable taxes. You hereby authorize us to re-bill for any failed billing or past-due amounts, including charging any alternate forms of payment that you have provided. Subscription fees will not be prorated or refunded, except as expressly set forth in this Agreement. We will bill you a full period’s subscription fee and you are responsible for payment of such fee unless the cancellation is within our Money-back guarantee window (see below). We reserve the right to revise pricing, for any or all of our offerings, at any time, and such revised pricing shall become effective upon our provision of notice or as otherwise provided in such notice. Any fees not paid when due may incur late payment fee equal to the lesser of 1.5% per month or the maximum amount allowed by law.

Money-back guarantee

In select agreements, when specifically communicated to you, we offer a money-back guarantee for the first 30 days. We will refund you all of the subscription charges if you cancel within this time period. You will not receive a refund for items not included in the baseline monthly subscription fee (including activation fees, postcards, chargebacks, etc.). This money-back guarantee does not apply to re-enrollments, renewals after your first subscription or upgrades.

To cancel your service and request a refund, please email us at [email protected].

Customer Service

You are solely responsible for all customer service issues between you and your customers relating to your services, including pricing, fulfillment, cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.

Taxes – Sales & Use

To protect our customers and comply with all local laws, we will collect and remit sales tax where required. Not all states enforce sales tax on products and services like TimeStub, so you may not be affected.

PAYMENT PROCESSING TERMS OF SERVICE

You have the option of taking advantage of our payment processing offering (“TimeStub Payments”) to process your customers’ payments via credit or debit card or ACH, subject to our approval of your eligibility for such offerings. Such offerings are subject to certain fees as disclosed to you at the time of sign up. By using TimeStub Payments, you acknowledge and agree that we may use third party payment processors or other service providers (“Third Party Payment Processors”) and that the terms and privacy policies of any such Third Party Payment Processors are applicable to you. We currently use Stripe as our payment processor. By registering for or using TimeStub Payments, you agree to be bound by the Stripe Services Agreement and Stripe Connected Account Agreement, and any other terms contained therein. TimeStub is not liable for the acts or omissions of any third party, including any Third Party Payment Processor. See below for additional terms and conditions regarding your access to and use of TimeStub Payments.

Card Not Present

You acknowledge that all payment or financial card (“Card”) transactions (except those conducted using card readers provided by us) are processed as “card not present” transactions, even where the consumer is at the physical point of sale and a consumer has different Chargeback rights for “card not present” transactions than for transactions where the buyer physically presents the card to the seller.

Underwriting

We will review some or all of the information that you submit in connection with your request to sign up for TimeStub Payments. We may forward such information to Third Party Payment Processors. After you submit your application, we or our payment processor may conclude that you will not be permitted to use the Service.

Payment Processing Transaction and Account Reviews

From time to time, and in our sole discretion, we review account and transaction activity, including when bank transfers are initiated, to evaluate your eligibility, or continued eligibility, to access our processing and other financial related product offerings. This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you’ve transacted comply with this Agreement. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity, business information, or financial standing. We also may obtain information from third parties, including but not limited to consumers and banks, and we may contact your customers to obtain relevant information. We may limit your account and your access to money in it or that is sent to you until verification is completed.

Reviews may result in:

– delayed, blocked or canceled transfers;

– money or payments being held by us;

– money or payments being applied to amounts you owe to us or used to offset loss incurred by us;

– account limitation, suspension or termination;

– money or payments being seized to comply with a court order, warrant or other legal process; and/or

– money or payments you previously received being reversed (i.e., sent back to the sender or to the card or bank account that was used to fund the payment).

Among other reasons, we may take the above actions if you knowingly or unknowingly were a participant in a payment that was made from a stolen card, compromised bank account, or compromised TimeStub account, or if you were a participant in a transaction for goods and services between two personal accounts.

Transaction Limits

We may impose various transaction limits and rules on Pros. If you believe that the transaction limits are interfering with your business, please contact our support to request higher limits. We may require more information about your business to evaluate your request and will decide at our sole discretion whether to honor such requests. We will consider a variety of factors in making our decision, including but not limited to a proprietary set of rules, Chargeback rates, transaction behavior, and other supplemental data about your business.

Restrictions on Certain Transactions

You may not use Card transactions for activities unrelated to the activities described in your Business Profile. Without limiting the generality of the foregoing, you may not use Card transactions for shipping products, for selling products not related to on-site work in the business described in your Business Profile, for making or receiving payments on loans, for cash advances, or for transactions involving motor vehicles.

Payment Processing Fees

You agree to pay payment processing or other transaction-related fees (“Fees”) in addition to our subscription fee. We reserve the right to change our Fees at any time in our sole discretion.

Access to Your Funds

We will deposit to your bank account (defined as the bank account as specified in your TimeStub account) the amounts actually received by us for transactions submitted through the Service (less any applicable Fees and any money that you owe TimeStub). We reserve the right to revise our payout schedule. Once your US bank account information is verified, we will automatically initiate a payout to your designated bank account at the end of every business day except as provided below. Payouts to your bank account will normally register within 2-3 business days subject to your bank’s policies. We may offer you the ability to direct funds to multiple accounts.

Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we or the designated financial institutions have accepted the transaction or funds. We will attempt to rectify processing errors that we discover, and may withhold funds pending our investigation of any such errors. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within sixty (60) days of the error first appearing on your electronic transaction history, and failure to do so will be deemed a waiver of any right to amounts owed to you. However, notification within such sixty (60) day period does not ensure that any such error will be able to be corrected.

Restrictions on Availability of Funds

Should we need to conduct an investigation or resolve any suspicious activity or pending dispute related to a Pro account, we may delay payout or restrict access to your funds for the entire time it takes for us to do so. We also may delay payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entities.

Chargebacks

The amount of a transaction may be reversed or charged back to your bank account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Card Associations (defined below), our processor, or a payer’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement.

There is a non-refundable $25 fee for each Chargeback regardless of the outcome of the dispute.

Contesting Chargebacks; Our Collection Rights for Chargebacks. For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve (defined below). In the event a consumer charges back a payment that we have processed and caused funds to be delivered to your account, our payment processor Stripe may withhold or take back such amounts while the charge is in dispute. In such event, if your account does not have sufficient funds, we may be required to advance such funds to Stripe on your behalf. If this occurs, you agree that we are entitled to be reimbursed by you immediately, and that your sole remedy lies with your customer and your customer’s bank. We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by the card-issuing bank or organization (“Card Association”) or our processor from your bank account (including without limitation any Reserve), from any proceeds due to you, your bank account, or from any other payment instruments registered with us. If you have pending Chargebacks, we may delay payouts to your bank account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all the Pros account deficit balances unpaid by you.

Any bank account or Card information may be held by TimeStub in order to satisfy any account balances, disputes, refunds, Chargebacks or other liabilities or obligations after leaving or terminating the Service.

Excessive Chargebacks

If we determine, in our sole discretion, that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your account, including without limitation, by (a) establishing new processing Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts and (d) terminating or suspending your access to the Service.

Reserve

If we have reasonable suspicion of misuse, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks or refunds, or other indications of performance problems related to your use of the Service. The Reserve will be in an amount as reasonably determined by us to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in our favor, or otherwise as we or our processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your account, including but not limited to any funds (a) due to you under this Agreement or (b) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your bank account.

Taxes – Withholding

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our Service (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. If in a given calendar year you receive more than $600 in gross amount of payments, we will report annually to the Internal Revenue Service (“IRS”), as required by law, your name, business name, address, Tax Identification Number the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year. It is your responsibility to ensure that your business name and Tax Identification Number as provided to TimeStub are accurate and up to date.

Refunds and Returns

You agree to process returns, and provide refunds and adjustments, for your goods or services through your Pro account in accordance with these terms and any applicable Card Association Rules. Card Association Rules may require that you will (a) maintain a fair return, cancellation or adjustment policy, (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a Card sale, unless required by law and (d) not accept cash or any other item of value for preparing a Card sale refund. You are responsible for knowing and adhering to the Card Association Rules applicable to you, and TimeStub will not be liable for any violation by you of the Card Association Rules. The amount of the refund/ adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the buyer, you may still receive a Chargeback relating to such sales. You can process a refund through your account up to sixty (60) days from the day you accepted the payment. If the balance in your account is insufficient to cover the refund, we will withdraw up to the requested refund amount from your bank account and credit it back to your customer’s Card. Transaction Fees are also refunded, so the full purchase amount is always returned to your customer. We have no obligation to accept any returns of any of your goods or services on your behalf.

Account History

We provide you an online transaction history of all of your authorized transactions. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your account and your use of the Service and (b) reconciling all transactional information that is associated with your account.

RELATED FINANCIAL SOLUTIONS TERMS OF SERVICE

You have the option of taking advantage of related financial products and services offered through the Service (each a “Financial Solution”). Such offerings are subject to certain fees as disclosed to you at the time of sign up. By using Financial Solutions, you acknowledge and agree that we may use third party technology and service providers (“Third Party Financial Partners”) and that the terms and privacy policies of any such Third Party Financial Partners are applicable to you. TimeStub is not liable for the acts or omissions of any third party, including any Third Party Financial Partners. See below for additional terms and conditions regarding your access to and use of Financial Solutions.

TimeStub Expense Card

TimeStub Expense Card is a business charge card and financial account made available through the use of Third Party Financial Partners. Currently, TimeStub Expense Card uses Stripe for card issuing and for the provisioning and maintenance of financial accounts. By using TimeStub Expense Card, you agree to be bound by the following agreements: the Stripe Treasury Agreement, the Stripe Spend Card Program Agreement, and the E-SIGN Disclosure. You are responsible for all charges made using your TimeStub Expense Cards.

NOTE: We may request that Third Party Financial Partners establish accounts for you to enable the provision of payment processing and other Financial Solutions, including accounts for Financial Solutions which you are not currently using, but for which you may be or become eligible. Such accounts will not become fully activated for you until you request such access and re-affirm your agreement to the applicable partner terms and conditions. If you wish not to have any Financial Solutions enabled on your behalf, you may submit a request in writing via email to [email protected] with such request and, within 10 business days of receipt, any such accounts enabled on your behalf that you are not currently using will be closed and no further such accounts will be enabled on your behalf. If you do not fully activate an account for a Financial Solution enabled on your behalf within six (6) months of such Financial Solution being enabled, we may close the account at our sole discretion. TimeStub is not liable for the acts or omissions of any third party, including any Third Party Financial Partners.

Consumer Financing

TimeStub does not provide consumer financing, but may partner with a Third Party Financial Partner through which you may access their consumer financing offerings. Currently we have partnered with Wisetack. When you apply for financing through such Third Party Financial Partners, you understand and agree that we may share information about your business, including processing and payment history, with such Third Party Financial Partner. You acknowledge and agree that any such consumer financing is provided solely by such Third Party Financial Partner, and TimeStub has no obligations or liability to you or your customers with regard to any offerings from, or your dealings with, such Third Party Financial Partner.

HCP Money

HCP Money is a financial account made available through the use of Third Party Financial Partners. Currently, HCP Money uses Stripe for the provisioning and maintenance of financial accounts. By using HCP Money, you agree to be bound by the Stripe Treasury Agreement.

If your account sustains a negative balance, you agree that we are entitled to be reimbursed by you immediately, and you agree that TimeStub is authorized to redirect funds from payments directed to you and/or withdraw funds from your connected bank account in the amount of such negative balance.

The permanent or temporary freezing of all activity related to your HCP Money account

Loss of eligibility for the HCP Money account

Cancellation of cards associated with your HCP Money account

INTELLECTUAL PROPERTY AND WEBSITE CONTENT

Ownership

We or our licensors or partners own the intellectual property rights in the content and materials displayed on Our Website(s), including but not limited to any materials to which you have access via your use of Conquer services (“Site Content”). You may use Our Website(s) (including any Site Content) for your own personal, non-commercial use, but you may not use it for commercial purposes. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any Site Content unless explicitly authorized in these Terms of Service or by the owner of the materials. You may, however, from time to time, download and/or print one copy of individual pages of Our Website for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.

Domain Name

The Service will allow you to set up a website through which you may advertise and offer your services or goods (“Website”). If you own and wish to use an existing domain name for your Website, you will be required to transfer ownership and management of the domain name to TimeStub. Alternatively, you can request that TimeStub purchase the domain name for use in your Website, in which case TimeStub will purchase such domain name on your behalf if available. In the event you cancel your Website with the Website Builder feature of the Service, we will, at your written request, transfer your domain name to any hosting service you identify, and if no instructions for transfer are received within 30 days after your cancellation takes effect, then we will cease to renew your domain name effective upon the next regular renewal date. You acknowledge and agree that this is your sole remedy with regard to the transfer of any domain name following your cancellation of the Website within the Service.

If you wish to change the domain name you use for your Website, we will either accept the transfer from you or purchase, if available, the new domain name and transfer to you the domain name previously used by you. The domain name used for your Website is referred to in this Agreement as the “Domain Name.”

We will bill you for all charges or fees associated with the purchase, transfer and maintenance of any domain names used by you for your Website.

You are responsible for assuring that the Domain Name does not violate any rights of any third party, including any intellectual property rights. We may remove your Website at any time if we determine or have reason to believe, in our sole discretion, that your Domain Name may infringe upon the rights of any third party.

We respect the intellectual property rights of others and act in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that any of your work has been copied or was otherwise used in a way that constitutes copyright infringement, please immediately notify our designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please include the following information in writing to our designated Copyright Agent: (a) a physical or electronic signature and the contact information of the person authorized to act on behalf of the owner of the copyright, (b) a description of the copyrighted work you claim has been infringed, (c) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit us to locate the material (including the URL address), (d) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law, and (e) a statement that the information in the Notification is accurate, and, under penalty of perjury, a statement that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Please be advised that pursuant to federal law you may be held liable for damages if you make a material misrepresentation in the Notification. Thus, if you are not certain that your copyright has been infringed, you should consider consulting an attorney.

If you believe your own copyrighted material has been removed as a result of a mistake or misidentification, you may submit a written counter notification to our designated Copyright Agent using the contact information provided above (“Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (a) identification of the information that has been removed or disabled and the location at which the material appeared before it was removed or disabled, (b) a statement that you consent to the jurisdiction of the U.S. Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located, (c) a statement that you will accept service of process from the party that filed the Notification or the party’s agent, (d) your name, address and telephone number, (e) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, and (f) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees.

Materials You Provide

You are responsible for all content you provide to TimeStub in connection with your Website, including photos, images, graphics, written content, audio files, or other information or data (the “Materials”). We do not claim any intellectual property rights over the Materials other than the domain name you provide to populate your Website. All Materials you upload remain your property. You can remove the Materials and your Website at any time by deleting your account.

By uploading your Materials, you agree (a) to allow other Internet users to view the Materials you post publicly to your Website, (b) to allow TimeStub to store, and in the case of Materials you post publicly, to display the Materials, and (c) that TimeStub can at any time review any of the Materials although TimeStub is not obligated to do so.

You are responsible for ensuring that your Materials and the content shown on your Website do not violate any law or regulation, do not violate any rights of any third party, including any privacy rights, and do not infringe upon any intellectual property rights of any third party.

Your TimeStub account is not intended to be used for storing sensitive data, including but not limited to consumer credit card or bank account information. You should not store such data in your TimeStub account, and you acknowledge and agree that TimeStub is not responsible for any storage of such information in your TimeStub account.

ACCEPTABLE USE OF OUR SERVICE

Certain uses of our Service are inconsistent with our mission to improve the experience of our Pros. The following activities are prohibited:

Child exploitation: You may not post or upload Materials that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.
Harassment, bullying, defamation and threats: You may not post or upload Materials that harass, bully, defame or threaten any person.
Hateful content: You may not use the Service to promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status or other forms of discrimination. You may not use the Service to promote or support organizations, platforms or people that: (i) promote or condone such hate; or (ii) threaten or condone violence to further a cause.
Illegal activities: You may not post or upload Materials that violate any applicable laws.
Privacy or Intellectual property: You may not post or upload Materials that infringe on the privacy or intellectual property rights of others.
Obscene or offensive content. You may not post or upload any Materials that we find in our sole discretion to be obscene, indecent or offensive in any way.
Malicious and deceptive practices: You may not use the Service to transmit malware or host phishing pages. You may not perform activities or upload or distribute Materials that harm or disrupt the operation of the Service or other infrastructure of TimeStub or others, including any of our third party providers. You may not use the Service for deceptive practices or activities.
Personally identifiable or confidential information. You may not post or upload any Materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent.
Self-harm: You may not offer goods or services, or post or upload Materials that promote self-harm.
Spam: You may not use the Services to transmit unsolicited commercial electronic messages.
Terrorist organizations: You may not offer goods or services, or post or upload Materials that imply or promote support or funding of, or membership in, a terrorist organization.
Service Bureau: You may not, directly or indirectly, use any of our Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, other than as specifically authorized herein;

We may, at any time and without notice, remove any Materials, and suspend or terminate your Account or your access to the Service if you engage in activities that violate this Agreement.

SMS NOTIFICATION, CHAT, AND PHONE NUMBER

Default and Company specific notification phone numbers

We may provide a default notification phone number for your business. You will be able to, and may be required to, add a company specific phone number feature for an additional monthly charge, at TimeStub’s discretion, if your TimeStub subscription includes access to the feature. You may be able to choose the area code in which the company specific phone number is located. This number cannot be changed once it is chosen. Based on your configuration of the Services, job related notifications will be sent to your customers from the applicable above phone number when notifications are turned on. Customers will not be able to respond to messages that you send from the default number. You agree that you are the sender of these communications, not TimeStub, and that you have obtained all necessary consents from the recipients of such text messages to receive such text messages. You also agree that TimeStub is not liable to you, your employees or independent contractors, or your potential or actual customers for any such communications. You further agree that you will indemnify, defend and hold harmless TimeStub from any claims that these communications violate any federal or state law or regulation.

Notification phone number transferability

Company specific notification phone numbers are not transferable. Your company specific notification phone number will be held for ninety (90) days after you cancel your subscription.

Restrictions and limitations

If we have reasonable suspicion of misuse, we may temporarily suspend or deactivate your phone number functionality for any period of time, in our sole discretion.

COMMUNICATIONS ON YOUR BEHALF

In the event you instruct or authorize TimeStub to communicate to third parties on your behalf (including your customers and prospects), whether via telephone calls, SMS messaging, emails or otherwise, you hereby represent and warrant that you and TimeStub are authorized to engage in such communications, that you shall be deemed to be the sender or originator of such communications, and that such communications shall comply with all applicable laws, rules and regulations, including but not limited to the Telephone Consumer Protection Act, the Telemarketing Sales Rule, CANSPAM, and Federal, State and internal Do-Not-TimeStubs, and any applicable privacy laws and regulations.

BOOKING SERVICES

TimeStub offers the ability for consumers (“Consumers”) to book your services, interact with you during your services, view line items and work progression, sign-off on your services, and pay for your services through the TimeStub booking app and website, and other third-party booking services (collectively “Booking Services”). Consumers can utilize Booking Services functionality at job inception by ordering through a Booking Services provider, or after the job has started by linking a consumer TimeStub account to a job that is transacted for them.

Booking Services Data

Consumers of Booking Services have the ability to order and transact service work through a Booking Services provider. Consumers on those platforms have the right to access and use service work data for all services performed on properties they own within Pro service records. Consumers may be able to create an account with the Booking Services provider and are additionally subject to the terms and conditions of the Booking Services provider.

Booking Services Referral Fees

We may charge a referral fee for each job from a Booking Services Consumer. The rates for this fee shall be disclosed upfront and are subject to change.

Booking Services Referral Fee Exclusion for a Pro’s Existing Customers

For jobs booked through the TimeStub consumer app, Pros will not pay a referral fee for customers that were previously existing customers of a Pro. To be properly credited for this, the customer must be linked to the Pro’s account prior to the origination of a job. To link to a Pro, one of the following must occur: 1) the customer must enter a Pro’s “app code” in the TimeStub booking app before booking a job or having a job booked on their behalf by the Pro, 2) the customer must register with the TimeStub consumer app by clicking the link in the text or email that is sent by the TimeStub service as part of a job workflow, or 3) the confirmed email that the customer uses to register or originate a job with must match the email address that the Pro has on file for a customer in their own database before a job is ordered. Fees may be incurred, however, for jobs sourced through third-party Booking Services providers, even in such cases where the customer was a previously existing customer of a Pro.

TimeStub PRODUCTS AND SERVICES

TimeStub offers all of its products, services and content on an “as-is” basis. This includes any products, services or content including but not limited to those relating to booking, scheduling, invoicing, job pricing, payroll processing, coaching, Service Plans and agreements, training, virtual assistant, websites, ratings, inventory, parts ordering, sales proposals, blog posts, and social media posts, as well as any products and services on websites owned and operated by TimeStub, now or in the future. We may change terms, including pricing, for any products or services upon prior notice to you.

Pricebook

If you use our Pricebook feature, you understand and acknowledge that prices generated from Pricebook do not guarantee any particular outcome. Many factors are involved in the profitability of a business, and the Pricebook service is offered merely as a tool to assist you with evaluating your pricing of jobs.

Virtual Assistant

If you subscribe to our HCP Assist virtual assistant service, you are requesting that we make and accept phone calls and chat requests to and from your customers on behalf of your business. You hereby instruct and authorize us to answer inbound calls from your customers on your behalf, answer questions from, schedule jobs with, take messages from and take payment from such customers. You also request and authorize us to make outbound calls as directed by you, solely to your existing customers or in response to a valid inquiry, with regard to scheduling, Service Plans, follow-up calls, payment collection, and any other tasks in the normal course of your business. You shall provide us with all outbound telephone numbers to be called, and you represent, warrant, and covenant that you will not request or direct us to make any unsolicited marketing calls to consumers, or otherwise in violation of any applicable laws, rules or regulations. You also authorize us to use your business phone number to appear as the caller identification. You further authorize us to record any calls with consumers, subject to compliance with all applicable call recording laws. You are solely responsible for the forwarding of calls from your number to us. If you port your number into our system, you understand that it is your responsibility to port it out of our system if you so desire.

Service Plans

Service plans (“Service Plans”) provide you with the opportunity to offer your customers service plans on your behalf for recurring services, including automatic recurring billing and charging of your customers payment method. You represent and warrant to us that you have obtained all necessary consent from your customers for whom you indicate acceptance of a Service Plan, and that you will comply with all applicable laws and regulations regarding such Service Plans, including but not limited to providing applicable auto-renewal notifications. You agree to indemnify, defend and hold us harmless from any claims from consumers that charges pursuant to a Service Plan were not authorized.

Payroll Processing

If you elect to receive payroll processing services from TimeStub (“Payroll Processing Services”), such services are provided by a third-party partner

(“Third-Party Payroll Processor”). You agree that we may share any payroll related information regarding your account, your business and your employees, directly to our Third-Party Payroll Processor, that you authorize us to share such information, and that we are not responsible for any acts or omissions of our Third-Party Payroll Processor, or their use of your information. You represent and warrant that you have all necessary consents and authorizations to provide any of the foregoing information to us and to our Third-Party Payroll Processor. You further agree that you are solely responsible for ensuring that all the information you submit relating to payroll processing shall be accurate and up to date. Your relationship with our Third-Party Payroll Processor is governed by our Third-Party Payroll Processor’s terms. By registering for or using TimeStub Payroll Processing Services, you agree to be bound by such terms, and any other terms contained therein. TimeStub is not liable for the acts or omissions of any third party, including any Third-Party Payroll Processor.

Job Inbox

Job Inbox provides eligible pros with potential job opportunities sourced from our partners. To be eligible, you may be required to undergo a background check. By electing to participate in Job Inbox, you expressly authorize TimeStub to perform a background check on you or your employees, as directed, and you authorize TimeStub to share information about you with applicable partners.

BuildBook

Certain areas of the BuildBook website provide a place for Users to interact with other Users and book or review services offered by such Users. However, BuildBook does not provide any such User services, and is not an agent or representative for any User. Therefore, BuildBook has no control over any User’s activity on the Site, including interactions between Users, and does not make any representations regarding the quality, accuracy or safety of the services being provided by a User, or the activities or transactions between Users. You acknowledge that the Site is a neutral venue and not a broker, and you are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. BuildBook shall have no liability for your interactions with other Users, or for any User’s action or inaction. The applicable User (including any vendor) and not BuildBook, is responsible for delivering any purchased goods or providing any services. If you, as a User, choose to enter into a transaction with another User (including a vendor), you agree and understand that you will be required to enter into an agreement with such User and agree to any terms or conditions which may be imposed by such User. As a User, you acknowledge and agree that you, and not BuildBook, will be responsible for performing the obligations of such agreements.

Conquer

Conquer makes no guarantee that the services provided by Conquer will be successful or will achieve any specific level of gross or net income for users. You understand that the profitability of your business derives in large part from certain intangible factors including, but not limited to, the level of technical skill, ability to communicate with customers, management skills, and the desire to succeed. The intangible factors also include the desire to hire and train staff, the level of competition within the business industry, and the general economic climate.

Beta Testing

You may from time to time be invited to participate in the beta testing of a new proposed product or service (“Beta Product”), which may be free, or for which there may be fees. Unless you enter into a separate beta agreement with regard to any such Beta Product, you acknowledge and agree that: (a) the Beta Product is not an official product and has not been commercially released for sale by TimeStub; (b) the Beta Product is provided “as is”, and may not operate properly or be fully functional; (c) the Beta Product may contain errors, design flaws or other problems; (d) use of the Beta Product may result in unexpected results, loss of data or communications, or other unpredictable damage or loss; and (e) TimeStub has the right to abandon development of the Beta Product at any time and without any obligation or liability to you. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Beta Product.

Forms and Templates

We may offer or provide access to certain forms or templates as part of the Services (“Forms”). These Forms are provided for information purposes only, and do not constitute legal, tax, accounting or business advice. While such Forms may assist you in complying with applicable laws and regulations, it is solely your responsibility to ensure that your business complies with all applicable laws and regulations. TimeStub makes no representations about such Forms. You should consult with appropriate professionals before using any such Forms.

INTERACTIONS AND DISPUTES WITH CONSUMERS

No Warranty or Endorsement of Pros Services

WE DO NOT ENDORSE OR RECOMMEND THE SERVICES OF ANY PARTICULAR PRO. THE DECISION TO ENTER INTO AN AGREEMENT FOR WORK BELONGS ENTIRELY TO THE CONSUMER. WE DO NOT WARRANT PROS’ PERFORMANCE ON THE JOB OR THE QUALITY OF GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY PRO. WE DO NOT CONTRACT FOR OR PERFORM, AND ARE NOT RESPONSIBLE FOR, ANY OF THE SERVICES REQUESTED BY THE CONSUMER IN THE SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY PROS OR THE PROS ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE CONSUMER’S SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE THAT WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF SERVICES RENDERED BY ANY PRO.

Relationship Between Pros and Consumers

PROS ARE SOLELY RESPONSIBLE FOR THEIR INTERACTIONS WITH CONSUMERS. CONSUMERS’ RIGHTS UNDER CONTRACTS A CONSUMER ENTERS INTO WITH PROS ARE GOVERNED BY THE TERMS OF SUCH CONTRACTS AND BY APPLICABLE FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS. SHOULD A CONSUMER HAVE A DISPUTE WITH ANY PRO, THE CONSUMER MUST ADDRESS SUCH DISPUTE WITH THE PROS DIRECTLY. WE ARE NOT A PARTY OR THIRD- PARTY BENEFICIARY TO THE CONTRACTS BETWEEN CONSUMERS AND PROS. YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND A CUSTOMER OF YOURS DOES NOT INVOLVE TimeStub. YOU EXPRESSLY AGREE THAT TimeStub IS ENTITLED TO BE REIMBURSED FROM ANY MONEY OWED TO YOU, OR IN YOUR ACCOUNT, IN THE EVENT TimeStub IS REQUIRED TO ADVANCE FUNDS ON YOUR BEHALF DUE TO A CONSUMER CHARGING BACK A CREDIT CARD PAYMENT PROCESSED BY TimeStub AND PAID TO YOU. YOU AGREE TO FULLY COOPERATE IN THE EVENT WE RECEIVE A COMPLAINT FROM A CONSUMER ABOUT YOU OR YOUR SERVICES.

RELEASE

IN EXCHANGE FOR THE SERVICE PROVIDED BY US AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, USER EXPRESSLY AGREES TO RELEASE TimeStub, ITS OFFICERS, DIRECTORS, AFFILIATES, PARENT COMPANIES, PARTNERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES AND DAMAGES (DIRECT AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE, EXCEPT THAT THIS RELEASE DOES NOT APPLY TO CLAIMS BY YOU DIRECTLY ARISING OUT OF TimeStub’S MATERIAL BREACH OF THIS AGREEMENT, OR TO THE EXTENT THE FOREGOING RELEASE IS PROHIBITED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

NO REPRESENTATIONS OR WARRANTIES

WE MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT ON OR SERVICES OF THIS SERVICE FOR ANY PURPOSE. WE DO NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SERVICE OR ANY CONTENT, SEARCH OR LINK ON IT. WE MAKE NO REPRESENTATION THAT YOUR WEBSITE WILL SATISFY ANY REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OR OF ANY OTHER LAW, REGULATION OR ORDINANCE GOVERNING ACCESSIBILITY OF WEBSITES OR PLACES OF PUBLIC ACCOMMODATION OR OF ANY PRODUCTS OR SERVICES. THE SERVICE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. WE SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SERVICE, DOWNTIME OF THE SERVICE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS SERVICE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS SERVICE. WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO GUARANTEES OF ANY SPECIFIC RESULT FROM USE OF THIS SERVICE. YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK.

WE MAY FROM TIME TO TIME RECOMMEND, PROVIDE YOU WITH ACCESS TO, OR ENABLE THIRD PARTY SOFTWARE APPLICATIONS, PRODUCTS, SERVICES, CONTENT OR WEBSITE LINKS INCLUDING THIRD PARTY SERVICES (“ADDITIONAL SERVICES”) FOR YOUR CONSIDERATION OR USE. SUCH ADDITIONAL SERVICES ARE FOR YOUR CONVENIENCE ONLY AND WE MAKE NO WARRANTY OF ANY KIND WHATSOEVER REGARDING SUCH ADDITIONAL SERVICES.

NO ADVICE

WE MAY PROVIDE YOU WITH ACCESS TO CERTAIN CONTENT, MATERIALS, INFORMATION, COACHING, AND PARTNER AND THIRD-PARTY SERVICES, REGARDING OR RELATING TO YOUR BUSINESS, TAXES, ACCOUNTING OR LEGAL INFORMATION, BUT YOU ACKNOWLEDGE AND AGREE THAT NEITHER WE, NOR ANY OF OUR PARTNERS OR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDING ANY TAX, LEGAL, ACCOUNTING, BUSINESS OR OTHER ADVICE TO YOU, AND YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO RELY UPON ANY SUCH INFORMATION YOU RECEIVE FROM US OR OUR PARTNERS OR THIRD-PARTY SERVICE PROVIDERS, WHETHER VIA OUR WEBSITE, THE SERVICE OR ANY COMMUNICATIONS WITH US, OR ANY SOCIAL MEDIA OR OTHER INTERNET POSTS. YOU AGREE THAT YOU WILL CONSULT APPLICABLE OUTSIDE PROFESSIONALS WITH REGARD TO ANY TAX, ACCOUNTING, LEGAL OR BUSINESS ADVICE.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, PARENT COMPANIES, EMPLOYEES AND/OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO (1) THIS AGREEMENT, OR THE USE OF, CONTENT IN, DELAY OR INABILITY TO USE, OR OTHERWISE ARISING IN CONNECTION WITH THIS SERVICE, (2) THE CONDUCT OF A USER, PROS OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. WE ARE NOT LIABLE FOR ANY LOST DATA RESULTING FROM THE OPERATION OF THE SERVICE OR THE ENFORCEMENT OF THE TERMS. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, CONSUMER USERS, ADVERTISERS AND/OR SPONSORS ON THE SERVICE, IN CONNECTION WITH THE SERVICE OR OTHERWISE RELATED TO YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. IN NO EVENT WILL TimeStub’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, EVEN IF FORESEEABLE, EXCEED THE SUM OF ALL FEES PAID BY YOU TO TimeStub IN THE PREVIOUS SIX (6) MONTHS. TO THE EXTENT YOUR STATE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Blocking of IP Addresses and UDIDs

In order to protect the integrity of the Service, we reserve the right, at any time, in our sole discretion, to block Users from certain IP addresses and UDIDs from accessing the Service.

SECURITY

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide such information at your own risk, and that we have no liability to you or any third parties due to any unauthorized access to your TimeStub account.

TERMINATION OF ACCOUNT

This Agreement will remain in full force and effect while you use the Service. Unless otherwise explicitly agreed to, you may terminate your account at any time, for any reason. To cancel an account, please send an email to [email protected]. If you terminate your account, your account will be disabled within 14 days, however, you shall not receive any refund of any fees, including but not limited to subscription fees, unless explicitly stated otherwise herein. We may terminate your account or this Agreement at any time, with or without cause, by sending notice to you at the email address you provide in your account registration, or such other email address as you may later provide to us. All decisions regarding the termination of accounts shall be made in our sole discretion. We are not required to provide you notice prior to terminating your account. We are not required, and may be prohibited, from disclosing a reason for the termination of your account. The provisions of these Terms of Service shall survive and continue to apply after our relationship expires or has been terminated for any reason, except where otherwise required by the context. If you are due a refund for canceling your paid account, a refund will generally be issued to you within 14 days of request to cancel. Upon termination of your account, we may retain your information, including Service Data, but we have no obligation to do so.

JURISDICTION AND CHOICE OF LAW

This Agreement is governed by and construed in accordance with the laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. If there is any legal suit, action, proceeding or other dispute arising out of this Agreement or the use of the Service, by using the Service you expressly agree that any such dispute shall be governed by the laws of the State of Colorado, without regard to its conflict of law provisions. You further agree that any dispute that is not required or eligible to be submitted to arbitration, as described below, shall be resolved in the state and federal courts located in Denver, Colorado, and you agree to sole and exclusive jurisdiction in Colorado.

The Service is controlled and operated by TimeStub from its offices within the United States and is intended only for use by users in the United States and Canada. The Service is not intended to subject TimeStub to any non-U.S. jurisdiction or law. TimeStub makes no representation that the information or materials on or linked through the Service is appropriate or available for use in other locations. If a User chooses to access the Service from other locations, it does so on its own initiative and at its own risk and is responsible for compliance with all applicable laws, rules and regulations in its respective location in doing so.

DISPUTE RESOLUTION

You and We agree that, unless prohibited by any applicable laws, any legal disputes or claims between the Parties that cannot be resolved informally will be submitted to binding arbitration in Colorado, The arbitration shall be conducted by the American Arbitration Association, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You agree that in no event shall any claim, action or proceeding by You related in any way to the Service be instituted more than one (1) year after the cause of action arose.

Subject to applicable law, any disputes between us will only be resolved on an individual basis, and YOU SHALL NOT HAVE A RIGHT TO BRING AN ACTION AGAINST US AS A MEMBER OR REPRESENTATIVE OF A CLASS OR IN ANY CONSOLIDATED OR COLLECTIVE ACTION OR IN ANY OTHER LEGAL PROCEEDING CONDUCTED BY A GROUP OR BY A REPRESENTATIVE ON BEHALF OF OTHERS AND ANY SUCH RIGHTS ARE EXPRESSLY WAIVED.

Notwithstanding the above, nothing in this Agreement will be deemed to waive, preclude, or otherwise: (a) limit the right to bring an individual (non-class, non-representative) action in small claims court so long as such action remains in small claims court; (b) limit the right to pursue a private attorney general action where arbitration cannot be required under applicable law; (c) limit the right to seek injunctive relief in a court of law; (d) limit the right to file suit in a court of law to address an intellectual property infringement claim, or (e) limit TimeStub’s right to file suit to collect unpaid amounts from you.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless TimeStub, its parents, subsidiaries, affiliates, officers, agents, partners and employees, from and against any loss, liability, claim, demand or suit, including reasonable attorney’s fees, resulting from or arising out of (a) any of your acts or omissions, (b) any violation or breach by you of this Agreement, (c) claims from your employees or customers, or (d) any claim that your Domain Name or any of the Materials, or your use of the Service, violates any law or regulation or any right of any third party, including any right of privacy, or infringes upon any intellectual property rights of any third party.

NO THIRD PARTY BENEFICIARIES

Except as otherwise set forth expressly herein, nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than TimeStub and the Pros, any benefit, right or remedy.

RELATIONSHIP OF THE PARTIES

TimeStub and Pros are separate and independent entities, and the employee of one of those entities is not an employee of the other entity. We are not an agent of the Pros and vice versa. In no event will TimeStub be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Pros or any of its affiliates or their respective personnel.

ENTIRE AGREEMENT

These Terms of Service constitute the entire agreement between you and TimeStub and supersede all oral and written negotiations, communications or representations of the parties, whether verbal or in writing, with respect to the subject matter hereof, except as may provided in a written agreement signed by you and an authorized officer of TimeStub. These Terms of Service may not be modified or amended other than by an agreement signed by both parties. No employee, agent, or other representative of TimeStub has any authority to bind TimeStub with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in these Terms of Service.

MISCELLANEOUS

If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of any other provisions. The failure by TimeStub to enforce any right or provision of this Agreement will not prevent TimeStub from enforcing such right or provision in the future.

No delay, failure or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by an acts of war; terrorism, hurricanes, earthquakes and other acts of God or of nature, fire or flood; strike or labor unrest; degradation of telecommunications service; degradation of computer services not under the direct control of such party; or other causes beyond the performing party’s reasonable control. TimeStub may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, any other business combination or restructuring, or by operation of law. Users may not assign rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without TimeStub’s prior written consent. TimeStub may send notices pursuant to this Agreement to User’s email and phone number contact points provided by User, and such notices will be deemed received at the time they are sent. It is the User’s obligation to keep User’s contact information up to date. Users may send notice pursuant to this Agreement to the email address below.

Any and all dollar amounts in this Agreement refer to U.S. dollars.

Apps made available through the App Store are licensed, not sold, to you. Your license to each App is subject to your prior acceptance of either this Licensed Application End User License Agreement (“Standard EULA”), or a custom end user license agreement between you and the Application Provider (“Custom EULA”), if one is provided. Your license to any Apple App under this Standard EULA or Custom EULA is granted by Apple, and your license to any Third Party App under this Standard EULA or Custom EULA is granted by the Application Provider of that Third Party App. Any App that is subject to this Standard EULA is referred to herein as the “Licensed Application.” The Application Provider or Apple as applicable (“Licensor”) reserves all rights in and to the Licensed Application not expressly granted to you under this Standard EULA.

a. Scope of License: Licensor grants to you a nontransferable license to use the Licensed Application on any Apple-branded products that you own or control and as permitted by the Usage Rules. The terms of this Standard EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Licensor that replace or supplement the original Licensed Application, unless such upgrade is accompanied by a Custom EULA. Except as provided in the Usage Rules, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Application and, if you sell your Apple Device to a third party, you must remove the Licensed Application from the Apple Device before doing so. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).

b. Consent to Use of Data: You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

c. Termination. This Standard EULA is effective until terminated by you or Licensor. Your rights under this Standard EULA will terminate automatically if you fail to comply with any of its terms.

d. External Services. The Licensed Application may enable access to Licensor’s and/or third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Standard EULA or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. External Services may not be available in all languages or in your Home Country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

g. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

h. The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

i. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Apple shall be governed by the laws of the State of California, excluding its conflicts of law provisions. You and Apple agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, to resolve any dispute or claim arising from this Agreement. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:

If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.

Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

Contact Information

If you have questions or comments about the Service or this Agreement, please contact us at [email protected]