USER TERMS OF SERVICE
BY CLICKING THE “ACCEPT” BUTTON OR INSTALLING ANY VERSION OF ITIMEKEEP, YOU AGREE TO THE FOLLOWING USER TERMS OF SERVICE (“TOS”) GOVERNING YOUR USE OF BELLEFIELD’S ITIMEKEEP TECHNOLOGY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST UNINSTALL ITIMEKEEP, AND MAY NOT USE THE ITIMEKEEP TECHNOLOGY.
Subject to these TOS, Bellefield Systems, LLC (“Bellefield”) will provide you with use of the iTimeKeep Technology. Your registration for, or use of, the iTimeKeep Technology shall be deemed to be your agreement to abide by these TOS. For reference, a Definitions section is included at the end of these TOS.
Bellefield reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the iTimeKeep Technology is a hosted, online application, Bellefield occasionally may need to notify all users of the iTimeKeep Technology of important announcements regarding the use or operation of the iTimeKeep Technology.
License Grant & Restrictions. In connection with a Software License Agreement between Bellefield and User’s employer/law firm (“SLA”), and subject to the terms and conditions therein, Bellefield hereby grants you a non-exclusive, non-transferable, right to use the iTimeKeep Technology, solely for your own internal business purposes, subject to the terms and conditions of these TOS. All rights not expressly granted to you are reserved by Bellefield.
You may not access the iTimeKeep Technology if you are a direct competitor of Bellefield, except with Bellefield’s prior written consent. In addition, you may not access the iTimeKeep Technology for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the iTimeKeep Technology or the Content in any way; (ii) modify or make derivative works based upon the iTimeKeep Technology or the Content; (iii) create Internet “links” to the iTimeKeep Technology or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the iTimeKeep Technology in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the iTimeKeep Technology, or (c) copy any ideas, features, functions or graphics of the iTimeKeep Technology.
User licenses cannot be shared or used by more than one individual User.
You may use the iTimeKeep Technology only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the iTimeKeep Technology or the data contained therein; or (v) attempt to gain unauthorized access to the iTimeKeep Technology or its related systems or networks.
Your Responsibilities. You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the iTimeKeep Technology, including those related to data privacy, international communications and the transmission of privileged or personal data.
You shall notify Bellefield immediately of any known or suspected breach of security, including unauthorized use of any password or account.
Account Information and Data. Bellefield does not own any data, information or material that you submit to the iTimeKeep Technology in the course of using the iTimeKeep Technology (“Customer Data”). Your firm/employer that is licensing use of the iTimeKeep Technology is the owner of all data, information and material that you submit to the iTimeKeep Technology.
You, not Bellefield, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Bellefield shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or transmit any Customer Data.
Intellectual Property Ownership. Bellefield shall be the sole owner of all rights, title and interest, including all related Intellectual Property Rights, in and to the iTimeKeep Technology and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the iTimeKeep Technology.
This Agreement is not a sale and does not convey to you any rights of ownership in or related to the iTimeKeep Technology or the Intellectual Property Rights owned by Bellefield. The Bellefield name, the Bellefield logo, and the product names associated with the iTimeKeep Technology are trademarks of Bellefield or third parties, and no right or license is granted to use them.
Non-Payment and Suspension. In addition to any other rights granted to Bellefield herein, Bellefield reserves the right to suspend or terminate these TOS and your access to the iTimeKeep Technology if your account becomes delinquent (falls into arrears) pursuant to any SLA.
Termination for Cause. Any breach of payment obligations or unauthorized use of the iTimeKeep Technology will be deemed a material breach of these TOS. Bellefield, in its sole discretion, may terminate your password, account or use of the iTimeKeep Technology if you breach or otherwise fail to comply with these TOS. You agree and acknowledge that Bellefield has no obligation to allow you to access Customer Data. if you have materially breached these TOS, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Representations & Warranties. You represent and warrant that You have the legal power and authority to enter into these TOS. Bellefield represents and warrants that it will provide the iTimeKeep Technology in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the iTimeKeep Technology will perform properly under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the iTimeKeep Technology.
Mutual Indemnification. You shall indemnify and hold Bellefield, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a client of your law firm or other third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by You of these TOS. Bellefield shall indemnify and hold Licensee, its officers, directors, employees and owners harmless from and against and all claims, costs, damages, losses, liabilities and expenses arising out of or connection with any claim alleging that the iTimeKeep Technology violates the intellectual property rights of third parties.
In the event that Bellefield gives You sole control of the defense and settlement of the claim, You agree that you shall not settle or defend any claim unless You unconditionally release Bellefield of all liability and such settlement does not affect Bellefield’s business or iTimeKeep Technology.
Disclaimer of Warranties. BELLEFIELD MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ITIMEKEEP TECHNOLOGY OR ANY CONTENT BEYOND THE FUNCTIONALITY IDENTIFIED IN THE PROPOSAL ATTACHED AS EXHIBIT A. BELLEFIELD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE ITIMEKEEP TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE ITIMEKEEP TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, ITIMEKEEP TECHNOLOGYS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ITIMEKEEP TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE ITIMEKEEP TECHNOLOGY OR THE SERVER(S) THAT MAKE THE ITIMEKEEP TECHNOLOGY AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE ITIMEKEEP TECHNOLOGY AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BELLEFIELD AND ITS LICENSORS.
Internet Delays. BELLEFIELD’S ITIMEKEEP TECHNOLOGY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BELLEFIELD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation on Liability. These TOS shall be subject to the limitations found in the Software License Agreement. In no event shall Bellefield be liable to You as an authorized user of the iTimeKeep Technology.
Notice. Bellefield may give notice by means of a general notice when you login to the iTimeKeep Technology or, via an email to your address on record. You may give notice to Bellefield at any time by sending us an email, with return receipt requested, at the following address: email@example.com by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Bellefield at the following address: 2605 Nicholson Rd., Ste. 2202, Sewickley, PA 15143.
Assignment; Change in Control. This Agreement may not be assigned, transferred or sold by You without the prior written approval of Bellefield but may be assigned without your consent by Bellefield to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment, transfer or sale in violation of this section shall be void.
General. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with these TOS or the iTimeKeep Technology shall be subject to the exclusive jurisdiction of the state and federal courts located in Western District of Pennsylvania, Allegheny County.
If any provision of these TOS is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between you and Bellefield as a result of this agreement or use of the iTimeKeep Technology. The failure of Bellefield to enforce any right or provision in these TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Bellefield in writing. This Agreement, together with the SLA, comprises the entire agreement between You and Bellefield regarding the subject matter contained in these TOS.
Definitions as Used in these TOS:
“Bellefield” means collectively Bellefield Systems, LLC, a Pennsylvania limited liability company, having its principal place of business at 2605 Nicholson Road, Suite 2202, Sewickley, PA 15143.
“Bellefield Technology” means all of Bellefield’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Bellefield in providing the iTimeKeep Technology.
“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the iTimeKeep Technology.
“Customer Data” means any data, billing and client information or material provided or submitted by you to the iTimeKeep Technology in the course of using the iTimeKeep Technology.
“Effective Date” means the earlier of either the date these TOS is accepted by selecting the “Accept” option presented on the screen after these TOS is displayed or the date you begin using the iTimeKeep Technology.
“Initial Term” means the initial period during which You (or your employer pursuant to the SLA) are obligated to pay for the iTimeKeep Technology.
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“License Term(s)” means the period(s) during which You are licensed to use the iTimeKeep Technology pursuant to the SLA.
“TOS” means these online User Terms of Service and any materials available on the Bellefield website specifically incorporated by reference herein, as such materials, including the specific terms of these TOS, may be updated by Bellefield from time to time in its sole discretion.
“iTimeKeep Technology” or “iTimeKeep” means any product or products bundled under the iTimeKeep brand, including, but not limited to, the iTimeKeep application, OCG Live, Thrive, and accompanying Documentation for these products.
“User” means You.