Terms of Service for TimeTap's Appointment System

1. Services Offered

Addy Systems LLC (referred hereinafter as "Company", “timetap.com”, "our", "we" and/or "us") offers business customers (also referred hereinafter as "Customers", "Customer", "subscriber", "you" and/or "your") who agree to the following terms and conditions of service (hereinafter the "Terms and Conditions") the ability (the "Services") to schedule appointments and enable their customers to schedule appointments via the Internet on a customized web site (the "Site") hosted and maintained by Company.

2. LICENSE - RESTRICTIONS ON USE OF SERVICES

Subject to the Terms and Conditions, Company grants you a non-exclusive and non-transferable non-sublicenseable license to access the Services over your computer or computers in accordance with the authorized license parameters set forth in the approved Order conditions specified in the quantities of Authorized Users (“Authorized User Pool”) and in accordance with the applicable Locations set forth in the approved Order, solely for your internal business purposes. To use the Services, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device.

As defined in these Terms and Conditions, “Authorized User” means an authorized individual, within a category of users set forth in the approved Membership Order (the “Authorized User Pool”), to use the Services, either directly through the client API software Company provides, or indirectly through an application that communicates with the Service, regardless of whether that individual is actually using it. The Service license access shall be restricted by the maximum number of Authorized Users set forth in the Membership Order and within the Authorized User Pool. If the number of Authorized Users having access to the Services is found to be more than the Authorized User Pool or exceeding the Locations granted, you agree to purchase the additional necessary Authorized Users or Locations capacity for a term ending co-terminus with the then-current Membership Order and at the same applicable pro-rated Services fee.

Except as expressly permitted, you may not reproduce, disclose, redistribute, retransmit, publish, sublicense, assign, transfer or commercially exploit any of the Services or any other content that you receive, directly or indirectly, through the Services to anyone without prior written approval from Company. You may not use or permit anyone to use the information provided through the Services for any unlawful or unauthorized purpose.

3. MEMBER ACCOUNT, PASSWORD, AND SECURITY

You will receive a password and account designation upon completing the Service's Enrollment process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to:

immediately notify Company of any unauthorized use of your password or account or any other breach of security, and
ensure that you log out from your account at the end of each session. Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3 or from any loss or damage arising from the actions of any third party.
As part of the registration process, you will identify an administrative username and password for your company account to have administrative access and control of the Services and all the Authorized Users. Company reserves in its sole discretion the right to refuse registration of, or cancel, user ids, passwords it deems inappropriate.
In consideration of use of the Services, you agree to:
1. provide true, accurate, current, and complete information about your business as prompted in Enrollment,
2. maintain and promptly update your account information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). and
3. keep all your data published on the Site compliant with our Acceptable Use Policy (see Section 7).

4. BILLING - COLLECTING PAYMENTS

Some of our services are currently free. Services that involve charges will be invoiced prior to each contract term. You will be billed for the amount you specified during enrollment procedure by choosing the level of Services (the "Membership") or upon subsequent Membership upgrade, multiplied by the duration of the contract term in months, regardless of the number of appointments scheduled or cancelled by your customers through this Services. Failure to pay constitutes a breach and we reserve the absolute right, at our sole discretion, to terminate our provision of the Services in accordance with in Section 5(b). Rates and Memberships may be changed at any time and you will receive notification at least 45 days prior to the change. The first payment will be due upon execution of these Terms and Conditions. For each subsequent term of Services, the Company will invoice at least 10 days prior to the contract term start date and payment will be due not later than the first day of the contract term. Contract term is determined by the payment plan specified during enrollment procedure (one month, six months, one year; other term duration if applicable). Membership upgrades are subject to additional pro-rate invoicing for days remaining in the current billing period. Interest shall accrue on any unpaid fees at the rate of 1.5% per month until paid in full. If Company does not receive payment from the card issuer, you agree to pay Company all amounts due upon demand. Customer agrees to pay all attorney and collection fees arising from Company efforts to collect any past due amounts from Customer.

Continuous Service Membership:Subscription Membership in the Services is on a continuous service basis. This means that once you have become a subscribing member, your Membership will be automatically renewed and you will be billed based on the Membership level in accordance with the contract term.
Cancellations:You may cancel your timetap.com account at any time online given there are no pending appointments on your account and all scheduling entities (Schedules, Personnel Records, Services Locations, Custom Forms, Direct Offers and Business Users) are deactivated. NO REFUNDS OR CREDITS: Upon cancellation or termination of the Services, you will not receive a refund for any charges or fees associated with the Services.

Our Services may allow you, as a payee within the following third-party payment processors, to activate a feature to collect payments from payers (the “Payments Service”). Company offers payments through third party payment processors, such as Stripe, Inc. (“LumaPay, powered by Stripe”), PayPal, Inc. or Block, Inc.. By activating the Payments Service as a payee, or using the Payments Service as a payer to such third-party payment processors, you understand and agree to the following:

As the payee, you are solely responsible for the management and distribution of funds received by those who initiate payments through the platform. We shall not be held liable for any mismanagement of funds collected.
You acknowledge and agree that you have reviewed and understand the fees charged for payment collection using the Payments Service.
Fees that are charged in connection with your use of LumaPay are nonrefundable.
We do not store credit card information.
As a payee to such third-party payment processors, you are solely responsible for the delivery of goods and/or services as advertised. Any disputes regarding funds collected by you are your responsibility.
As a payer to such third-party payment processors, you understand that the goods and/or services advertised are provided by the payee to such third party payment processors, and not us. If you have any disputes regarding such goods and/or services, or regarding the funds collected using Payments Service, you must resolve such disputes with the payee to such third-party payment processors.

5. TERM & TERMINATION

The Terms and Conditions shall continue in full force and effect for a period of one year (or a different period set forth in an Order) from the date you originally accept them and shall be automatically renewed on each anniversary thereof for an additional term of one year. The Terms and Conditions may be terminated as follows:

Either party may terminate the Terms and Conditions at any time and for any reason upon not less than 45 days written notice of termination to the other party, and
In the event of any breach of these Terms and Conditions or the Acceptable Use Policy, Company shall provide written notice of such breach and permit a thirty (30) day period to cure such breach. If you do not cure the breach of the Terms and Conditions, then Company shall terminate these Terms and Conditions immediately, Company's obligation to provide the Services to you will cease immediately and the Company, at its sole discretion, may terminate your password, account (or any part thereof) or use of the Services.

Any intentional and wrongful use of Company applications, systems and system resources that disrupts the normal use of the system for other Company customers and users is considered to be abuse of system resources and is grounds for administrative intervention up to termination of the Services. Some examples of abuse include but is not limited to multiple enrollments for the same business, creation of fictional consumer profiles and login accounts, impersonating other customers and users in creating appointments for any business account (including own), running load tests and denial of service attacks against timetap.com.

In the case of voluntary account termination by Customer, you agree to pay any past-due invoice amounts should the service contract period not be fulfilled. Any voluntary termination by you must be in writing and you agree that Company does not have any obligations to perform termination of your account if such termination request is submitted by you or by any third-party on your behalf by means of telephone, fax, electronic mail or voice message.

6. CONFIDENTIAL INFORMATION

During the term of this Agreement, and for five (5) years following its termination, neither party shall disclose to any third party any information that is clearly marked as “Confidential” or identified in writing to the receiving party as confidential at the time of disclosure, or which would appear, to a reasonable person, to be of a confidential nature (“Confidential Information”). In protecting Confidential Information, a receiving party agrees to use the same care that it takes for its own confidential information, but not less than reasonable care. All Services, software, financial information, business plans, product roadmaps, non-public Customer data and other terms and conditions of this Agreement, are Confidential Information.
The non-disclosure obligations of Section 6.1 shall not apply if the information shall have: (a) first become generally known and published through no fault of the receiving party; (b) been learned by the receiving party from a third party; (c) been already known to the receiving party without violating this or any other confidentiality obligation; or (d) been developed by or for the receiving party, independent of activities under this Agreement. Further, the terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's confidential information.
Either party shall disclose any confidential information legally compelled or required by legal or regulatory process. Prior to any such disclosure, the receiving party shall immediately provide to the disclosing party written notice of that obligation so that the disclosing party may seek a protective order or other appropriate remedy or waive compliance by the receiving party with this clause. In the event that such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provisions of this Agreement relating to the confidentiality and non-disclosure of the confidential information, the receiving party or its representatives may furnish only that portion of the confidential information which, in the opinion of its legal counsel, it is legally required to disclose, and in such case the receiving party shall exercise reasonable commercial efforts to obtain assurance that the confidential information to be disclosed is accorded appropriate confidential treatment.

7. ACCEPTANCE OF TERMS / PRIVACY POLICY / ACCEPTABLE USE POLICY

If you agree to accept the Terms and Conditions by clicking on the "ACCEPT" button, which appears at the end of the Getting Started page, you will be able to make your business available to consumers via timetap.com and such “click-through” Terms and Conditions shall be superseded by this fully executed Terms and Conditions. In addition, you will be subject to any guidelines or rules we may post from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms and Conditions. Should you breach this Agreement, Company will revoke your license to use the Services and suspend your right of access. In such a case, no portion of your membership payment will be refunded. Should Company decide to suspend or discontinue, temporarily or permanently the Services for any reason other than breach, it will refund to you the unused portion of your Services payment, which will be your sole and exclusive remedy upon such a suspension of Services. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Pursuant to Company's privacy policy, we may disclose to third parties' certain aggregate information contained in your Business Account Data or related data, provided that, such information will NOT include personally identifying information, except as specifically authorized by you or in the good faith belief that such action is reasonably necessary to comply with the law, legal process, or to enforce the Terms and Conditions. For more information, please see our full Privacy Policy.

Company reserves the right in its sole discretion to remove any content that is in violation of any laws, the Terms and Conditions for Company or this Acceptable Use Policy. The Acceptable Use Policy below describes certain actions relating to the content and operation of your Mini Web-Page and Direct Offers which Company considers to be inappropriate and thus prohibited. The examples named in this list are in addition to the content identified in the Terms and Conditions and are provided solely for your guidance. If you are unsure whether any contemplated use or action is permitted, please contact Company.

Actions which Company considers inappropriate include, but are not limited to, (1) using the Services to sell any products or services that are unlawful in the location at which the content is posted or received; (2) using the Services to post any content of the nature set forth in 47 U.S.C. §230(c)(2)(A) (i.e., material that is obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable); (3) using the Services to post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence; (4) using the Services to post any content that holds Company (including its affiliates), employees or shareholders up to public scorn or ridicule; (5) using the Services to post any content that violates any copyrights, patents, trademarks, trade secrets, or other intellectual property rights of others; (6) deleting or altering author attributes or copyright notices, unless expressly permitted in writing by the author or owner; (7) using the Services in a tortuous manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress; or (9) introducing viruses, worms, Trojan horses, or other harmful code on the Internet.

8. PROPRIETARY RIGHTS; CONTENT

Ownership of the Services and Related Work Product. All title, ownership, and intellectual property rights in and to the Services, Deliverables and other intellectual property generated in performance of a SOW, and any other materials used in connection with this Agreement, including derivative works and any other work product created as part of this Agreement (including, without limitation, any changes thereto made at the suggestion of You) and any related documentation, including (without limitation) any copyrights, patents, trade secrets, computer code, programs, inventions, discoveries, know-how, methods, processes, designs, algorithms, formulae, patterns, and compilations (“Proprietary Information”) are owned by Company and its licensors, and nothing in this Agreement should be construed as transferring any aspects of such rights to You or any third party. Company reserves any and all rights not expressly granted herein.
Content or Customer Data. You retain any copyright and any other rights you already hold in content which you create, submit, post or display on or through, the Services. By creating, submitting, posting or displaying such content, you give Company an irrevocable, worldwide, royalty-free, and non-exclusive license for the license term to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such content on or through, the Services. The foregoing license is for the sole purpose of enabling Company to provide or improve the Services, such as by (without limitation):
1. creating backup copies of content;
2. enabling file sharing among Authorized Users;
3. transmitting content over various public networks; and
4. making changes as necessary to conform and adapt content to the technical requirements of connecting networks, devices or services. You confirm and warrant to Company that You have all the rights, power and authority necessary to grant the above license.
Intellectual Property Rights. As stated in Section 8.1, Company shall own all right, title and interest in all Company intellectual property provided to you under this Agreement or any Order hereunder which includes without limitation any derivatives, improvements or modifications of Company or your intellectual property developed, designed or discovered under this Agreement or any Order issued hereunder. You agree to assign and do hereby assign to Company all rights you may have or acquire in all such intellectual property directly related to the Company Services platform or intellectual property. Company shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary rights protections with respect thereto. You shall execute such documents, render such assistance, and take such other actions as Company may reasonably request, at Company's expense, to apply for, register, perfect, confirm and protect Company's rights in any intellectual property hereunder. Without limiting the foregoing, Company shall have the exclusive right to commercialize, prepare and sell products based upon, sublicense, prepare derivative works from, or otherwise use or exploit the intellectual property rights granted to Company hereunder. Nothing in this Agreement shall be construed as to preclude Company from developing, using, marketing or otherwise exploiting software programs or other materials that may be competitive with that prepared for you hereunder, irrespective of whether such programs are similar or related to the programs developed under this Agreement. Subject to the intellectual property ownership rights specified in the foregoing subsections, any technology developed pursuant to this Agreement or any Order which is jointly created by the parties pursuant to this Agreement or created by you as a direct result of your activities relating to this Agreement or Order hereunder, shall be owned by Company unless otherwise mutually agreed in the Order covering the effort which led to the development of the technology. You hereby waive any and all moral rights, including without limitation any right to identification of authorship or limitation on subsequent modification that You (or its employees, agents, subcontractors or consultants) have or may have in the Services or Deliverables, and in any other intellectual property that is or becomes the property of Company under this Section 8.

9. LINKS

The Services may provide, or third parties may provide, links to other Internet sites or resources. Because Company has no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Link to Customer's Web Site

If Customer links a web site controlled by Customer to the Services, Customer agrees to comply with the Acceptable Use Policy attached to these Terms and Conditions and all applicable laws and regulations, including, but not limited to, those related to pornography, obscenity, copyright, trademark, other intellectual property rights, data privacy, international communications, import and export of data and tax laws and regulations. Customer is solely responsible for any content contained on Customer's web site and Customer shall so state on Customer's web site. Company may at any time and without advance notice modify or restrict Customer's participation in the Services if Company determines in its sole discretion that Customer's information violates the Acceptable Use Policy, any laws or regulations, is disruptive, causes a malfunction of the Services, or is not suitable for the Services. If Customer does not correct the violation within ten days thereafter, Company may terminate the link or Customer's access to the Services.

10. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ANY THIRD-PARTY SOFTWARE, INCLUDING ANY THIRD PARTY'S PLUG IN, THAT MAY BE PROVIDED WITH THE SERVICES IS INCLUDED FOR USE AT CUSTOMER OPTION. IF CUSTOMER CHOOSES TO USE SUCH THIRD-PARTY SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSE AGREEMENT. COMPANY IS NOT RESPONSIBLE FOR ANY THIRD PARTY'S SOFTWARE AND SHALL HAVE NO LIABILITY FOR CUSTOMER USE OF THIRD-PARTY SOFTWARE.

11. INDEMNITY

If an unaffiliated third party brings a legal action against Customer based on an intellectual property claim, Company will pay:
1. counsel hired by Company to defend the intellectual property claim;
2. Customer's reasonable and verifiable out of pocket expenses incurred directly by Customer in connection with Company defending the intellectual property claim and/or Customer assisting Company in defending the intellectual property claim which have been approved in advance in writing by Company (other than Customer hiring independent counsel); and
3. any damages awarded by a court of competent jurisdiction (after any appeals) or any settlements of the intellectual property claim to which Company consents. The foregoing obligations will only arise if Customer notifies Company in writing within ten (10) days of Customer receipt of the intellectual property claim, give Company sole and exclusive control over its defense or settlement, and provide Company reasonable assistance in defending the intellectual property claim, without prejudicing Company in any manner. Nothing will prevent Customer from hiring Customer's own independent counsel, at Customer own expense.
If a court of competent jurisdiction issues a final, non-appealable finding (or Company believes that such a finding is likely) that an intellectual property claim is valid, Company will, at its expense and at its option:
1. obtain the rights necessary for Customer to continue to use the Services consistent with any agreement Customer has with Company;
2. modify the Services so that it is non-infringing; or
3. replace the allegedly infringing portion of the Services with non-infringing code; provided that if Company believes that none of the aforementioned options is commercially reasonable, Company may terminate any agreement without further liability, and Company will refund all of Customer's money paid in the then-current subscription year and all of Customer's rights and licenses in connection with the Services shall automatically terminate. As soon as Customer knows or should have known of an IP Claim or of facts upon which an intellectual property claim might be based Customer must immediately cease using the allegedly infringing Services or software.
Company will have no obligation or liability for intellectual property claims that arise from:
1. the combination of the Services with products or services not provided by Company other than third-party software provided with the Services, if the infringement or misappropriation would not have occurred without the combined use;
2. the modification of the Services by Customer or pursuant to Customer direction (other than at Company's direction);
3. the modification of the Services by Company in accordance with Customer specifications, designs or instructions;
4. Customer distribution of the Services to, or its use for the benefit of, any third party;
5. Customer use of the Services or any allegedly infringing portion of the Services after Customer know or should have known of an intellectual property claim;
6. use of the Services in a manner not permitted or contemplated ;
7. Customer's claim or lawsuit against a third party; or
8. Customer's use of a prior version of the Services if use of a more recent version that is generally available would not result in an infringement or misappropriation.
For purposes of this commitment, the terms "misappropriation" and "trade secret" will have the meanings defined in the Uniform Trade Secret Act.
Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the Customer's use of Services in violation of this Agreement. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Acceptable Use Policy pursuant to Section 7 above in this Agreement.

12. . LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:

FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL;
FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, COMPANY CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING THE SERVICES OR INFORMATION RELATED TO THE SERVICES; OR
FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any third-party dealings or as the result of the presence of Your customers on the Services.

13. MODIFICATION TO SERVICES

Company reserves the right at any time and from time to time to modify or discontinue the Services (or any part thereof) without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services

14. GENERAL PROVISIONS

The Terms and Conditions constitute the entire agreement between you and Company and govern your use of the Services, superseding any prior agreements between you and Company. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The Terms and Conditions and the relationship between you and Company shall be governed by the laws of the State of North Carolina that apply as if this contract was made and performed entirely within such state. The failure of Company to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. Any notice or other communication provided for hereunder shall be deemed to have been duly given when delivered, but only if the sender obtains reasonable proof of such delivery. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms and Conditions must be filed within one year after such claim or cause of action arose or be forever barred.

Terms of Service

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