IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY.
This Agreement constitutes a legal agreement between Requesting Users / Providing Users(Referred to as "TimeGap users" or "You") and TimeGap Technology Pte Ltd. registered in in Singapore, its affiliates, parents, and subsidiaries (collectively, "TimeGap" or "us").
This Agreement governs TimeGap users use of our services and platform that facilitates communications between TimeGap users offered through our TimeGap App or our website located at www.timegap.biz as it may be modified, relocated and/or redirected from time to time (the "Site"), and the mobile applications offered by us (the “App” or "Apps"). Our services, platform, Site and Apps are collectively referred to as the "TimeGap Platform".
By accessing, using or registering with the TimeGap Platform or any portions thereof, TimeGap users hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If TimeGap users do not agree to accept and be bound by this Agreement, TimeGap users must immediately stop using the TimeGap Platform. TimeGap's acceptance is expressly conditioned upon TimeGap users assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.
By using the TimeGap Platform, TimeGap users represent and warrant that:
(i). TimeGap users are at least 18 years old, are at least of the legally required age in the jurisdiction in which TimeGap users reside, and are otherwise capable of entering into binding contracts; and
(ii). TimeGap users have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that TimeGap users will so abide. Where TimeGap users enter into this Agreement on behalf of a company or other organization, TimeGap users represent and warrant that TimeGap users have authority to act on behalf of that entity and to bind that entity to this Agreement.
TimeGap users agreement that either party may compel binding arbitration for most types of disputes, and TimeGap users agreement to submit to an informal dispute resolution process for at least 30 days prior to the initiation of any claims.
TimeGap users agreement that no claims can be adjudicated on a class basis.
TimeGap users acknowledgment of/and agreement to pay TimeGap's Trust and Support Fee that will be applied to each appointment of a Provider Service paid through the TimeGap Platform.
TimeGap users acknowledgment of/and agreement to TimeGap's dormant account service fees.
TimeGap users acknowledgment of/and agreement to TimeGap's cancellation policies and cancellation fees (Section 4(e)).
If TimeGap users enroll in a Recurrent Service, a Minimum Commitment Plan, and/or TimeGap Select membership under these Terms, TimeGap users agreement that TimeGap users plan and/or membership will automatically renew after an initial term if TimeGap users do not cancel in accordance with these Terms (Section 3(c), Sections 4(d)-(f)).
TimeGap users agreement to release TimeGap from liability based on claims relating to Services and otherwise (Section 17) and TimeGap users agreement to the limitation of time within which a claim can be brought (Section 22).
TimeGap users agreement to indemnify TimeGap from claims due to TimeGap users use, misuse or inability to use the TimeGap Platform, the Merchandise and/or Provider Services, TimeGap users violation of this Agreement, applicable laws or third-party rights, and/or content or information submitted from TimeGap users account to the TimeGap Platform (Section 18).
TimeGap's sole liability with respect to disputes is set forth in the TimeGap No-show Guarantee(Section 3(d)).
TimeGap users agreement that TimeGap is limited to only Payments paid by Requesting users through the TimeGap Platform for Provider Services that are booked and paid through the TimeGap Platform, and does NOT apply to any Referrals or any Provider Services obtained from such Referrals.
1. TimeGap Platform; Background Checks.
a. The TimeGap Platform. The TimeGap Platform is a technology platform that makes available certain provider services to individuals seeking to obtain assisted adventure, sports, entertainment or event or culture oriented services (“Requesting users ”) that TimeGap fulfills using independently-established service providers customarily engaged in a trade, individuals, occupation and/or business of providing the services requested (“Providers”). Those certain services requested by the Requesting users , which are to be completed by the Providers, are hereinafter referred to as "Provider Services". Provider Services also include Provider Services that are requested through Referrals, which are described further below.
The Provider Services
The Provider Services may include the venues, restaurants, sport facilities and any other facilities obtained through the TimeGap Platform or from a third party ("TimeGap Partners"), but shall not be deemed to include the services itself. TimeGap does not itself provide any products or services.
TIMEGAP, THROUGH THE TIMEGAP PLATFORM, OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH PROVIDER SERVICES AND/OR MERCHANDISE, BUT DOES NOT INTENT TO PROVIDE SUCH PROVIDER SERVICES OR MERCHANDISE ITSELF OR ACT IN ANY WAY AND EXCEPT AS EXPRESSLY SET FORTH HEREIN DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY PROVIDER SERVICES AND/OR MERCHANDISE PROVIDED TO THE REQUESTER, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. TIMEGAP IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD-PARTY MERCHANDISE OR SERVICE PROVIDER.
b. Background Checks and Licensing. TIMEGAP CHECKS
THE BACKGROUNDS OF PROVIDERS VIA OUR QUESTIONARY SERVICES; PROVIDED,
HOWEVER, FOR PROVIDERS THAT ARE REQUESTED THROUGH PROVIDER REFERRALS
AND FOR PROVIDERS THAT ARE ENTITIES THE BACKGROUND CHECK IS LIMITED
TO THE OFFICIAL AVAILABLE INFORMATION ON THE PROVIDER.
However, each Requester should exercise caution and common sense to protect its personal safety and property, just as TimeGap users would when interacting with any person whom TimeGap users do not know.
TIMEGAP PERFORMS SCREENING SOLELY AT THE TIME THE PROVIDER APPLIES TO REGISTER ON THE TIMEGAP PLATFORM. TIMEGAP CANNOT AND DOES NOT WARRANT OR REPRESENT THAT A PROVIDERS' PROFILE AND BACKGROUND CHECK SCREENING INFORMATION IS UP TO DATE. TIMEGAP IS UNDER NO OBLIGATION TO UPDATE A PROVIDER'S BACKGROUND CHECK OR PROFILE. BY USING THE TIMEGAP PLATFORM AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE REQUESTER AGREES TO HOLD TIMEGAP FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE PROVIDER SERVICES. TIMEGAP IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY PROVIDER SERVICES.
2. Personal Information; User Accounts.
b. Account, Password and Security. You are the sole
authorized user of TimeGap users account.
You are responsible for maintaining the confidentiality of any
username, password and account provided by TimeGap users or us for
accessing the TimeGap Platform. You are solely and
fully responsible for all activities that occur under TimeGap
users password or account, except that TimeGap may, in certain
circumstances, access TimeGap users account to make changes
that TimeGap users request, such as rescheduling a Service appointment.
has no control over the use of any User's account by the User or
third parties and expressly disclaims any liability derived
therefrom. Should TimeGap users suspect
that any unauthorized party may be using TimeGap users password or account
or TimeGap users suspect any other breach of security, TimeGap
users must contact us immediately at [www.timegap.biz/help]
Nothing in this section shall affect TimeGap's rights to limit or terminate the use of the TimeGap Platform, as provided below in section 4(b).
c. Proof of Identity. You will provide us with such proof of identity as we may reasonably request from time to time.
d. Text Messages and Phone Calls. By using the TimeGap platform, TimeGap users expressly consent and agree to accept and receive communications from us, including via fax, text (SMS) messages, calls, push notifications and other reasonable means at any of TimeGap users contact numbers or addresses, even if TimeGap users are listed on any federal, state, provincial or other applicable "Do Not Call" list, in order that we may provide the services set forth on the TimeGap Platform, to service TimeGap users account, to reasonably address matters pertaining to TimeGap users account, including but not limited to notifying TimeGap users of, or confirming, appointments that TimeGap users have scheduled, or for other purposes reasonably related to TimeGap users service request and our business, including marketing related emails. Standard text messaging charges applied by TimeGap users cell phone carrier will apply to text messages we send. By consenting to being contacted by TimeGap, TimeGap users understand and agree that TimeGap users may receive communications, including marketing communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages, sent by or on behalf of TimeGap, its affiliates, subsidiaries, parents and/or Users/Providers, including but not limited to: operational communications concerning TimeGap users account or use of the TimeGap Platform or Services, updates concerning new and existing features on the TimeGap Platform, communications concerning promotions run by us, and news concerning TimeGap and industry developments. For certain Provider Services, TimeGap users also expressly authorize TimeGap to send TimeGap users an automated prerecorded call confirming TimeGap users Provider Services request, along with calls from up to four Providers that can help TimeGap users with TimeGap users request to the land-line or mobile phone number TimeGap users provided, and TimeGap users understand that either TimeGap or the Providers may use automated phone technology (including autodialed and prerecorded messages) to call TimeGap users and that TimeGap users consent is not required to purchase products or services. You agree that by using the TimeGap Platform and requesting Provider Services, TimeGap users are entering into a business relationship with TimeGap and/or Providers and thus agree to be contacted by TimeGap and/or Providers. You acknowledge that TimeGap users are not required to consent to receive promotional messages as a condition of using the TimeGap Platform or the Services. If a contact number TimeGap users have provided to us is no longer TimeGap users number, TimeGap users agree to notify us promptly that TimeGap users can no longer be reached at that number. You represent that TimeGap users have received, and are authorized to convey to us, the consent of any authorized users on TimeGap users account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive cancellation of TimeGap users account. You may opt-out of receiving promotional or marketing texts or calls from TimeGap at any time. You may opt-out of receiving all text (SMS) messages from TimeGap (including informational or transactional messages) by replying with the word "STOP" to a text message from us; however, TimeGap users acknowledge that opting out of receiving all texts may impact TimeGap users use of the TimeGap Platform or the Services. You also acknowledge that TimeGap or its third-party service providers may record customer service calls after notice to TimeGap users and with TimeGap users consent, in order to assist TimeGap users when TimeGap users contact our customer support services. You agree to TimeGap's use of a service provider to mask TimeGap users telephone number when TimeGap users call or exchange text (SMS) messages with a Provider or Requestor using a telephone number provided by TimeGap. During this process, TimeGap and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties' phone numbers, and the content of the text (SMS) messages. You agree to the masking process described above and to TimeGap's use and disclosure of this call data for its legitimate business purposes.
TO KNOWINGLY INPUT FALSE INFORMATION, INCLUDING BUT NOT LIMITED TO NAME, PHONE NUMBER, ADDRESS OR E-MAIL ADDRESS IS A VERY SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES INCLUDING INVASION OF PRIVACY RIGHTS, TO TIMEGAP AND THE PROVIDERS, AND TO CONSUMERS, AS WELL AS THE LOSS OF TIME, EFFORT AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION AND REQUEST, AND FURTHER, COULD RESULT IN REGULATORY FINES AND PENALTIES. ACCORDINGLY, IF YOU KNOWINGLY INPUT FALSE INFORMATION IN A SERVICE REQUEST, INCLUDING BUT NOT LIMITED TO SOME ONE ELSE'S NAME, E-MAIL ADDRESS, PHYSICAL ADDRESS OR PHONE NUMBER OR A RANDOM OR MADE UP NAME, ADDRESS, E-MAIL OR PHONE NUMBER YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO TIMEGAP AND EACH PROVIDER WHO PROVIDES SUCH PROVIDER SERVICES, FOR THE GREATER OF: (1) A MINIMUM AMOUNT OF $11,000 TO EACH OF TIMEGAP AND EACH OF THE AFFECTED PROVIDERS AND FOR EACH OF THE ACTUAL PERSON(S) AFFECTED BY ANY OF THE IMPROPER, INCORRECT OR FRAUDULENT INFORMATION YOU ENTER (FOR EXAMPLE THE ACTUAL OWNER OF THE E-MAIL ADDRESS OR PHONE NUMBER, ETC.), PER IMPROPER SUBMISSION, PLUS ANY ATTORNEYS FEES COSTS AND EXPENSE RELATING THERETO, IF APPLICABLE, OR (2) THE ACTUAL DAMAGES, DIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH INTENTIONAL, MISLEADING, HARMFUL AND FRAUDULENT ACTIVITY, PLUS REASONABLE LEGAL FEES, COST AND EXPENSES RELATING THERETO, WHICH EVER IS GREATER.
e. E-mails. TimeGap may send TimeGap users confirmation and other transactional emails regarding the Provider Services. TimeGap and its affiliates, subsidiaries, parents may also send TimeGap users emails about other services that we think might interest TimeGap users ("Promotional Emails"). You can unsubscribe from Promotional eMails at any time by clicking unsubscribe in our email communications or contacting us.
3. Payments; Recurring Services and Recurring Charges; TimeGap Happiness Guarantee; Claims; Dormant Account Service Charge.
a. Payments. Requesting users are obligated to pay in advance for those Provider Services they OBTAIN through the TimeGap Platform ("Payments"). Prior to the scheduled Provider Service, we will charge the Requester's credit card or any other mode of payments approved by TimeGap Platform according to the amount the Requester has agreed to on the TimeGap Platform with respect to those Provider Services and/or Merchandise, the Requester has ordered, and for all purchases and payments for reimbursement costs, fees, expenses or applicable taxes associated with a Provider Service as well as the Trust and Support Fee (as defined in 3(f) below), and the Requester hereby authorizes us to charge the credit card on file in the Requester's TimeGap Platform account for such amounts. We will use third party services to process credit card information. By accepting this Agreement, TimeGap users are giving TimeGap (or a third-party payment processor on TimeGap's behalf) permission to charge TimeGap users on-file credit card, debit card, or other approved methods of payment for fees that TimeGap users owe TimeGap. Depending on the transaction TimeGap users selected or services requested, TimeGap may charge TimeGap users on a one-time or recurring basis. All information that TimeGap users provide in connection with a purchase or transaction or other monetary transaction interaction with the Provider Services must be accurate, complete, and current. You agree to pay all charges incurred by users of TimeGap users credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with TimeGap at the prices in effect when such charges are incurred. We retain the right, in our sole discretion, to place a hold on the Requester's credit card for an ordered or completed Provider Service transaction. twenty four (24) hours after a Provider Service is completed, if there is no complaint by the Requester, we will mark the Provider Service as closed. Except for Provider Services that are requested through Home Improvement Referrals, all Payments by Requesting users must be made through the TimeGap Platform. Any Provider Services that are requested through Home Improvement Referrals, any Payments paid, or any Provider Services scheduled or obtained outside of the TimeGap Platform are not subject to our TimeGap No-show Guarantee in Section 3(d). Except for the TimeGap No-show Guarantee in Section 3(d), and the Refund Policy in Section 3(e), no refunds or credits will be provided once the Requester's credit card has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors we have made. While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and TimeGap users agree to hold us harmless for any damages that may result therefrom. Requesting users will be liable for all transaction taxes on the Provider Service(s) provided (other than taxes based on TimeGap's income). If we determine that TimeGap users actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to TimeGap or third parties, then TimeGap may withhold any payments to TimeGap users for as long as we determine any related risks to TimeGap or third parties persist. For any amounts that we determine TimeGap users owe us, we may (i) offset any amounts that are payable by TimeGap users to us (in reimbursement or otherwise) against any payments we may make to TimeGap users or amounts we may owe Requesting users; (ii) invoice TimeGap users for amounts due to us, in which case TimeGap users will pay the invoiced amounts upon receipt; (iii) reverse any credits to TimeGap users bank account; or (iv) collect payment or reimbursement from TimeGap users by any other lawful means. If we determine that TimeGap users account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate this Agreement, then we may in our sole discretion permanently withhold any payments to Requesting users.
b. Provider Rate. The hourly rate for a Provider User Service ("Provider Rate") as determined by the TimeGap Provider skills level, number of years of experience or other factors and “exclusivity-level” of the Provider. However, requesting users will be notified prior to any such Provider Rate with sufficient notice to enable Requesting user to cancel the Service in question.
c. Recurrent Service with Automatic Renewal and Recurring Charges.
(i). Recurring Service: When requesting certain services from TimeGap, Requesting users may have the option of choosing that the TimeGap Service be repeated on a regular basis ("Recurrent Service"). For example, a Requester may choose that a specified activity be performed every two weeks. When a Requester chooses a Recurrent Service, the TimeGap platform will automatically schedule that Recurrent Service to occur on future dates indefinitely at the frequency requested by Requester. TimeGap cannot guarantee that the same Provider will be available for each Recurrent Service appointment or that Recurrent Service appointments will not be canceled.
(ii). BILLING, RECURRING CHARGES AND AUTOMATIC RENEWAL: When a Requester signs up for a Recurring Service, Requester will be charged immediately for the initial booking. THEREAFTER, REQUESTER'S AGREEMENT TO PAY FOR THE PROVIDER SERVICE WILL AUTOMATICALLY RENEW AND REQUESTER'S CREDIT CARD WILL BE CHARGED THE SAME NON-PROMOTIONAL AMOUNT, AS ORIGINALLY DISCLOSED TO REQUESTER AT THE TIME OF SIGNING UP FOR THE RECURRING SERVICE, IN ADVANCE OF EACH AUTOMATICALLY SCHEDULED PROVIDER SERVICE APPOINTMENT, AS WELL AS FOR ANY APPLICABLE CANCELLATION FEES AND TAXES.
(iii). CANCELLATION OF AUTOMATICALLY RENEWING RECURRING SERVICE: Requesting users may cancel the automatically renewing Recurrent Service AT ANY TIME by visiting the TimeGap App/user account. REQUESTERS MUST CANCEL MORE THAN TWENTY-FOUR HOURS PRIOR TO THEIR NEXT PROVIDER SERVICE IN ORDER TO AVOID BEING CHARGED CANCELLATION FEES AND/OR FOR THEIR NEXT PROVIDER SERVICE PURSUANT TO TIMEGAP'S CANCELLATION POLICY AS SET FORTH IN SECTION 4(e).
d. TimeGap “No-show” -Guarantee.
(i). The TimeGap No-show Guarantee protects the Requesting user as well as the Providing user, if one of the agreement partners does not show up as agreed in the “event” -booking.
The TimeGap No-show Guarantee will only compensate for losses to the extent not otherwise covered by TimeGap users Personal Insurance and only as permitted herein.
(ii). A Requester payment for a Provider Service, will not be affected before both parties have opened the TimeGap App and checked the box: Check-in” for each of the participants.
If boxes are not checked within 10 minutes after planned start time, TimeGap technology will follow up to place liability and penalty fee for a “No-show situation”.
(iii). For the Providers that provide Provider Services that are requested through the TimeGap App, we make no guarantees, warranties or representations regarding the skills or undertakings of such Provider or the quality of the job that he or she may perform for TimeGap users if TimeGap users elect to retain their services. We do not endorse or recommend the services of any particular Provider. It is entirely up to TimeGap users to evaluate the Provider and the Provider's qualifications, and to enter into a direct contract or otherwise reach agreement with a Provider. We do not guarantee or warrant any Provider's performance on the job or the outcome or quality of the services performed. The Providers are not employees or agents of TimeGap or affiliates.
(iv). We may inform TimeGap users of certain offers or discounts provided by a Provider that provides the Provider Services that are requested through seasonal/flash promotions . Such offers or discounts are made solely by the Provider, and we do not guarantee or warrant the pricing or discounts that a Provider may offer Requesting users. Any quotes provided by Providers for Provider Services that are requested through flash promotions are not contractually binding offers, are for informational purposes only, and cannot be accepted on or via us. No contractual arrangement is created based upon the quotes provided to TimeGap users from Providers (or TimeGap users scheduling of an appointment with a Provider) via us for Provider Services that are requested through Flash promotions. To contract with a Provider, TimeGap users must work directly with the Provider. We do not perform, and is not responsible for, any of the Services requested by TimeGap users in TimeGap users service request. TimeGap users rights under contracts TimeGap users enter into with Providers are governed by the terms of such contracts and by applicable federal, state, provincial and local laws. We are not a party to such agreements. All payments and applicable taxes must be made to the Provider in accordance with the agreements.
4. Term and Termination; Cancellation of Provider Services; Minimum Commitment Plan with Automatic Renewal; Select and Savings Memberships with Automatic Renewals; Survival.
a. Term. This Agreement shall continue in full force and effect until such time as it is terminated by TimeGap users or by TimeGap.
b. Termination by TimeGap. We may terminate this Agreement or terminate or suspend TimeGap users right to use the TimeGap Platform at any time for any or no reason (including, without limitation, in the event that we believe that TimeGap users have breached this Agreement or any policy posted on the TimeGap Platform, or if we otherwise find that TimeGap users have engaged in inappropriate and/or offensive behavior (collectively, "Prohibited Conduct") by providing TimeGap users with written or email notice of such termination to the physical or email address TimeGap users have provided us, and termination will be effective immediately upon such notice. Except in the event that we terminate or suspend TimeGap users right to use the TimeGap Platform due to any Prohibited Conduct, we will refund in full any payments for Provider Services that have not been performed or completed. If we terminate or suspend TimeGap users account for any reason, TimeGap users are prohibited from registering and creating a new account under TimeGap users name, a fake or borrowed name, or the name of any third party, even if TimeGap users may be acting on behalf of the third party. In addition to terminating or suspending TimeGap users account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating TimeGap users account, TimeGap may delete the account and all the information in it. You have no ownership rights to TimeGap users account.
c. Termination by Users. Requesting and Providing users may terminate this Agreement by completely and permanently ceasing to use the TimeGap Platform (provided that there are no outstanding Provider Services ordered under TimeGap users password or account) and by closing any account TimeGap users have opened on the TimeGap Platform. If TimeGap users attempt to terminate this Agreement while there are still outstanding Provider Services ordered under TimeGap users password or account, this Agreement shall not terminate until such Provider Services have been performed or otherwise canceled as permitted by TimeGap.
d. Cancellation Policy for Service Cancellation by Requester. TimeGap's cancellation policy (found at www.timegap.biz/help) for specific Provider Services is as follows: Requesting users may cancel their scheduled Provider Service appointments through the TimeGap Platform at any time, subject to the following conditions: (i) if a Requester cancels more than 1 hour before a scheduled Provider Service appointment, there is no cancellation fee; (ii) if a Requester cancels between 0-59 minutes before a scheduled Provider Service appointment, the Requester will be charged a 50% of payment received for the cancellation fee; and (iii) if the Requester cancels during the half hour (30 minutes) before a scheduled Provider Service appointment, the Requester will be charged the full Provider Service amount. This cancellation policy applies both for one-time Provider Service bookings and for recurring Provider Service appointments. A Provider Service appointment may be canceled through the TimeGap Help Center at (https://www.timegap.biz/support).
TIMEGAP USERS ACCESS THIRD PARTY SITES AT USERS OWN RISK. TIMEGAP EXPRESSLY DISCLAIMS ANY LIABILITY ARISING IN CONNECTION WITH YOUR USE AND/OR VIEWING OF ANY THIRD-PARTY SITES, AND YOU HEREBY AGREE TO HOLD TIMEGAP HARMLESS FROM ANY LIABILITY THAT MAY RESULT FROM THIRD PARTY SITES.
6. Submission Areas. The TimeGap Platform may contain blogs, message boards, applications, opportunities to provide reviews, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities that allow Users to communicate with other Users and with TimeGap (collectively, "Submission Areas"). Some areas in the Submission Areas within the TimeGap Platform will be public and TimeGap will not be responsible for any information or materials posted in such public areas. TimeGap may, in its discretion, publicly post submissions TimeGap users submit to a non-public area of the TimeGap Platform. You may only use Submission Areas to send and receive messages and material that are relevant and proper to the applicable forum and that comply with this Agreement. "TimeGap users Information" is defined as any information and materials TimeGap users provide to us or other Users in connection with TimeGap users registration for and use of the TimeGap Platform, including without limitation, information and materials that are posted or transmitted for use in Submission Areas. You are solely responsible for TimeGap users Information, and we are merely a passive conduit for TimeGap users online distribution and publication of TimeGap users Information. You hereby represent and warrant that TimeGap users Information: (a) will comply at all times with this Agreement, including but not limited to Section 7 (Rules for Use of the TimeGap Platform) below, and with Section 2 (Personal Information; User Accounts) above; and (b) will not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers (ISPs), customers, or other partners or suppliers. You hereby grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute all of TimeGap users Information that is posted to Submission Areas from or through TimeGap users account on the TimeGap Platform, including but not limited to all images, videos, musical works and text included in such postings and to such other persons and/or entities as TimeGap may designate. The rights TimeGap users grant in this license are for the limited purpose of operating, advertising, marketing, promoting, and improving the TimeGap Platform. We reserve the right to remove postings from Submission Areas in our sole discretion.
7. Rules for Use of the TimeGap Platform. During the term of this Agreement, Requesting users may use the TimeGap Platform for TimeGap users personal use only (or for the use of a person, including a company or other organization that TimeGap users validly represent). Requesting users may use the TimeGap Platform to request Provider Services solely with respect to a location where the Requester is legally authorized to have Provider Services performed. Requesting users may not use the TimeGap Platform for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent. Requesting users agree to treat Providers courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable co-operation to Providers to enable them to supply Provider Services. Requesting users agree to comply with our complaint and other policies designated on the Site. Requesting users acknowledge that their selected Provider may be unavailable from time to time.
TimeGap users shall NOT use the TimeGap Platform (including but not limited to any Submission Areas) to do any of the following:
a. Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
b. Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.
c. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Users.
d. Post a review or rating unless such review or rating contains TimeGap users independent, honest, genuine opinion.
e. Use the TimeGap Platform or any Provider Service for any purpose or in any manner that is in violation of local, state, national, or international law.
f. Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.
g. Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work which is not relevant to services offered through the TimeGap Platform. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Provider Services facilitated through the TimeGap Platform without express written permission from us.
h. Use the TimeGap Platform to collect usernames and/or email addresses of members by electronic or other means without our express prior written consent.
i. Conduct or forward surveys, contests, pyramid schemes, or chain letters.
j. Impersonate another person or allow any other person or entity to use TimeGap users identification to post or view comments or otherwise use TimeGap users account.
k. Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
l. Download any file posted by another User that TimeGap users know, or reasonably should know, cannot be legally distributed through the TimeGap Platform, or post or upload any content to which TimeGap users have not obtained any necessary rights or permissions to use accordingly.
m. Restrict or inhibit any other User from using and enjoying the TimeGap Platform.
n. Imply or state that any statements TimeGap users make are endorsed by us, without our prior written consent.
o. Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the TimeGap Platform, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the TimeGap Platform in any manner, or attempt to do any of the foregoing.
p. Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
q. Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
r. Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner.
s. Register to use the TimeGap Platform under different usernames or identities, after TimeGap users account has been suspended or terminated.
t. Mirror or archive any part of the TimeGap Platform or any content or material contained on the TimeGap Platform without TimeGap's written permission.
u. Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message.
v. Alter transmission data without TimeGap's consent
w. Purchase Merchandise for the purposes of reselling it.
8. Special Promotions; Gift Cards and Vouchers.
a. Changes to Promotions. We may from time to time provide certain promotional opportunities to Requesting users . All promotions will be run at our sole discretion, and can be activated, modified or removed at any time by us without advance notification.
b. Promotional Coupons
(i). Promotional coupons are only eligible for the specific services designated by TimeGap. Promotional coupons are valid for a limited time only and expires on the date indicated when TimeGap users receive the applicable promotional coupon. Failure to use promotional coupons before such expiration date will result in the forfeiture of the promotional coupon. TimeGap reserves the right to cancel promotional coupons at any time. No refunds will be granted for any expired or canceled promotional coupons
(ii). TimeGap promotional coupons have no intrinsic value, are not redeemable for cash, have no cash value, and serve merely as a means to recognize and provide an incentive to use the TimeGap Platform. Promotional coupons may not be purchased for cash and TimeGap does not sell promotional coupons. Promotional coupons are nonrefundable.
(iii). Promotional coupons will not be applied against any sales, use, gross receipts or similar transaction based taxes that may be applicable to Requesting users, and/or fees or charges for use of any ineligible services.
(iv). TimeGap users TimeGap account will be billed for all fees and charges for use of any ineligible services. Each promotional coupon can only be used once and TimeGap users TimeGap account will be billed for all fees and charges for use of any eligible service in excess of the amount of available promotional coupon.
c. Referral Discounts. In the event that TimeGap users are given a code through which TimeGap users may refer a friend to the TimeGap Platform in exchange for a referral discount, TimeGap users shall not use any online marketing or advertising to promote such code or to artificially increase the amount of credits awarded. By way of example, TimeGap users may not post, or cause, request or permit a third party to post any such code on a coupon website, nor use any paid search marketing, online advertising, forum posting, newsgroup posting or bulk email to disseminate such code. You may only share such code with TimeGap users personal friends and acquaintances for legitimate referral purposes, as determined by us in our sole discretion. TimeGap referral discounts are redeemable only for Provider Services. TimeGap referral discounts have no cash value and are not redeemable for cash unless otherwise required by law. Without limiting our other rights and remedies, we may terminate such code and/or TimeGap users account for any breach of this Section. For questions or additional information, contact us at (www.timegap.biz/help).
(i). TimeGap vouchers or promotional codes for special offers or discounts ("Vouchers") may be available and can be used to pay in part or in full for Provider Services.
(ii). You agree that TimeGap users will only use one Voucher per person and will use Vouchers in accordance with the Voucher terms and conditions.
(iii). You agree that TimeGap users will comply with all Voucher terms and conditions.
(iv). Use of Vouchers is further subject to the below terms and conditions regarding Gift Cards.
e. Gift Cards
(i). TimeGap Gift Cards ("Gift Cards") are redeemable only for Provider Services. Gift Cards have no cash value and are not redeemable for cash unless otherwise required by law.
(ii). Gift Cards must be presented at the time of purchase and any available balance will be applied to TimeGap users purchase.
(iii). Gift Cards do not expire and there are no inactivity, dormancy or service fees associated with Gift Cards.
(iv). You agree that TimeGap users will comply with all Gift Card terms and conditions.
(v). Gift Cards are not replaceable if lost or stolen, and cannot be combined with any other Gift Cards, Vouchers, gift certificates, or other coupons.
(vi). Gift Cards cannot be used for previous purchases, credits, or the purchase of Gift Cards, and cannot be used to make a payment towards third party items the balance on a credit card.
(vii). We reserve the right to limit quantities of Gift Cards purchased by any person or entity and to cancel a Gift Card if we believe that the Gift Card was obtained through fraudulent or unauthorized means. Specifically, TimeGap users may not purchase or obtain more than $10,000 in Gift Card value in any one day regardless of location, whether on a single Gift Card or multiple Gift Cards. Moreover, TimeGap users may not purchase or obtain any one Gift Card with a value of more than $2,000 in any one day.
(viii). No credit card, credit line, overdraft protection, or deposit account is associated with TimeGap users Gift Card. Unused Gift Card balances are not transferable, and TimeGap users may not sell a Gift Card or otherwise barter for its exchange although TimeGap users may give a Gift Card to someone else as a gift.
(ix). A Gift Card is void if copied, altered, transferred, purchased or sold.
(x). Purchases of Gift Cards are final and not refundable. All sales are final
(xi). We reserve the right to correct the balance of a Gift Card if we believe that a billing error has occurred, and we disclaim all liability for any such billing errors.
(xiii). In the event TimeGap users do not use TimeGap users Gift Card for a certain period of time, we may be required to turn over the remaining Gift Card balance to a state under such state's unclaimed or abandoned property law. Although TimeGap users Gift Card does not expire, if we are obligated to turn over the remaining balance of TimeGap users Gift Card under a state's unclaimed property law, by operation of law we will be released from any further liability or obligation with respect to TimeGap users Gift Card and TimeGap users may be required to contact the state's unclaimed property administrator to attempt to recover TimeGap users unused Gift Card balance. To protect TimeGap users right to continue to use TimeGap users remaining Gift Card balance, we will make reasonable efforts to exempt TimeGap users Gift Card from state unclaimed property laws.
9. Non-Employment. TimeGap provides a software platform which allows TimeGap users to obtain specialty and professional services that TimeGap fulfills using independent Providers. TimeGap is not the employer of any Provider and Providers are not TimeGap’s agents for any purpose whatsoever. You acknowledge that we do not supervise, direct, or control a Provider's work or Provider Services performed in any manner.
10. Intellectual Property Rights. The TimeGap Platform, and the information, data, content and materials, which it contains ("TimeGap Materials"), are the property of TimeGap and/or its affiliates, subsidiaries, parents and licensors, excluding User-generated content, which TimeGap has a right to use as described below. The TimeGap Materials are protected from unauthorized copying and dissemination by Singapore copyright law, trademark law, international conventions, and other intellectual property laws. TimeGap and/or its affiliates, subsidiaries, parents and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the TimeGap Materials. Any use of TimeGap Materials, other than as expressly permitted herein, is prohibited without the prior permission of TimeGap and/or the relevant right holder. The service marks and trademarks of TimeGap, including without limitation TimeGap App, TimeGap.biz and the TimeGap logo are service marks owned by TimeGap. Any other trademarks, service marks, logos and/or trade names appearing on the TimeGap Platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the TimeGap Platform without the express prior written consent of the owner.
11. Copyright Complaints and Copyright Agent. TimeGap respects the intellectual property of others, and expects Users to do the same. TimeGap will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the TimeGap Platform infringe upon that person's or entity's copyright or other intellectual property right (such person or entity, a "Complainant") and sends to TimeGap a properly submitted copyright notice as indicated below, TimeGap will investigate, and if it determines, in its discretion, that the material is infringing, TimeGap will remove the content and may terminate the access of the User who posted such content to the TimeGap Platform in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:
(i). Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant's ownership of the work, should be included.
(ii). A statement specifically identifying the location of the
infringing material, with enough detail that TimeGap may find it on
the TimeGap Platform.
Please note: it is not sufficient to merely provide a top-level URL.
(iii). The complete name, address, telephone number and email address of Complainant.
(iv). A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law.
(v). A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed; (vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.
12. The App / Mobile Devices.
a. The TimeGap Platform may allow TimeGap users to access our services, download our Apps, upload content to the TimeGap Platform, and receive messages on TimeGap users mobile device (collectively "Mobile Features"). TimeGap users mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with TimeGap users mobile device carrier or mobile device. In addition, TimeGap users mobile device carrier may charge TimeGap users for standard messaging, data, and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges TimeGap users incur when using the Mobile Features. You should check with TimeGap users mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact TimeGap users mobile device carrier with any other questions regarding these issues.
b. TimeGap users acknowledge that use of the Apps is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the App operates (e.g., Apple iOS or Android).
c. TimeGap is not liable if TimeGap users do not have a compatible mobile device or if TimeGap users download the wrong version of an App for TimeGap users mobile device. TimeGap reserves the right to terminate the use of the Apps or any other aspect of the TimeGap Platform should TimeGap users be using the Apps or the TimeGap Platform with an incompatible or unauthorized device.
d. App Store Sourced Application.
(i). With respect to Apps accessed through or downloaded from the Apple App Store ("App Store Sourced Application"), TimeGap users will use the App Store Sourced Application only:
(ii). on an Apple-branded product that runs iOS (Apple's proprietary operating system software); and
(iii). as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. TimeGap reserves all rights in and to the Apps not expressly granted to TimeGap users under this Agreement.
(iv). You acknowledge and agree that (i) this Agreement is valid between TimeGap users and TimeGap only, and, that Apple is not a party to this Agreement other than as third-party beneficiary as contemplated below, and (ii) TimeGap, not Apple, is solely responsible for the App Store Sourced Application and the TimeGap Platform Content.
(v). You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services to TimeGap users with respect to the App Store Sourced Application.
(vi). To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the App Store Sourced Application.
(vii). Without limiting any provisions of this Agreement, TimeGap users must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
13. TimeGap Spot Rewards. Upon signing up to use the TimeGap Platform, Requesting users will be eligible to receive Spot Rewards and other special offers, from time to time. The number, type and frequency of Spot Rewards are based on a number of factors, each of which are subject to change, without notice. Those factors may include, without limitation, volume of bookings, number of visits and frequency of visits to our website, interaction with our website or the nature of TimeGap users purchases. Spot Rewards are rewards issued on a periodic basis for promotional purposes.
Spot Rewards may appear with different descriptions from time to time. The Spot Rewards may include TimeGap merchandise credits, third-party gift cards and are subject to change. Such rewards are provided in TimeGap's sole and absolute discretion, may be offered for a limited time, while supplies last, and provided on a first-come, first-served basis. Quantities of each reward are limited and TimeGap users must have a valid account in order to redeem spot reward offers.
Spot Rewards have no intrinsic value, are promotional in nature, have no cash value, may have certain restrictions including expiration dates and short, time-limited redemption periods, and serve merely as a means to recognize and reward Requestors using the TimeGap Platform. Spot Rewards are personal to TimeGap users and cannot be shared, copied or transferred. Spot Rewards are nonrefundable and non-exchangeable between accounts. Each Spot Reward can only be redeemed once. TimeGap users account will be billed for all fees and charges for use of any Provider Services in excess of the amount of available Spot Reward.
You must be signed in to TimeGap users account to be eligible to earn Spot Rewards. Spot Rewards applied from any single qualifying purchase or activity may only be credited to TimeGap users account. It may take twenty-four (24) hours or more for TimeGap users account to be credited. TimeGap shall not be responsible for, or liable to, Requesting users, or any person or entity, in any way for any losses, costs or expenses incurred by a delay, error or omission in crediting a qualifying purchase or activity to TimeGap users account. TimeGap is not responsible for lost, stolen or damaged rewards or taxes incurred in connection with the rewards. Spot Reward may not be used in conjunction with any other promotional or incentive offer from TimeGap or any of its affiliates, subsidiaries, parents. Spot Reward are void in the event of fraud, misuse, or violation of any terms of the Agreement, or if sold for cash or other consideration. Some rewards may only be available to residents of a certain state. TimeGap reserves the right to change, modify or update its Spot Reward and the qualifying purchases and activities from time to time without notice. Spot Reward may be subject to additional terms; read each offer carefully for specific details, limitations and restrictions. Failure to use Spot Reward spot before such expiration date will result in the forfeiture of the Spot Reward. TimeGap reserves the right to cancel Spot Reward at any time. No refunds will be granted for any expired or canceled Spot Reward.
14. Lockbox and TimeGap Vault.
a. Use of Lockbox. TimeGap sources or provides lockboxes to eligible Users based on geography and booking appointment history. However, TimeGap is only sourcing or providing Users with lockboxes. TimeGap has no information about the lockbox codes except for the information inputted by User via the TimeGap Platform at User's option. TimeGap strongly recommends changing the lockbox code after each service. User assumes full responsibility for changing the lockbox code after each service and protecting the identity of the lockbox code from third-parties. User further covenants and agrees that TimeGap users will not misuse or abuse the lockbox in anyway.
b. No Control. Once User acquires possession of the lockbox, TimeGap has no immediate or direct physical control over the use of the lockbox and assumes no liability for lockbox failure, or any delays caused by lockbox failure or consequential damages.
c. Key Access. For TimeGap users security, TimeGap depends on User to provide and maintain accurate access inputs via the TimeGap Platform and will only reveal those inputs to Providers who claim User's bookings appointments. Once TimeGap users key is placed in the lockbox, TimeGap users agree that TimeGap users key may be accessed only by TimeGap users and/or a Provider. You agree that TimeGap users will not provide lockbox codes and/or access to any third-parties.
d. Permitted and Prohibited Uses. User agrees to only use the lockbox for lawful purposes. You agree to use the lockbox only in a manner consistent with any and all applicable laws, regulations, and TimeGap's policies and procedures. TimeGap reserves the right to investigate and take action against any User who, in TimeGap's sole discretion, violates this provision. Such action may include, without limitation, removing User from the TimeGap Platform.
15. Modifications to the TimeGap Platform. We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the TimeGap Platform or any content or information on the TimeGap Platform with or without notice. We will not be liable to any party for any modification or discontinuance of the TimeGap Platform.
16. Confidentiality. The term "Confidential Information" shall mean any and all of TimeGap's trade secrets, confidential and proprietary information, personal information and all other information and data of TimeGap that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The TimeGap Platform contains secured components that are accessible only to those who have been granted a username and password by TimeGap. Information contained within the secure components of the TimeGap Platform is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of TimeGap and agree that TimeGap users will not use Confidential Information other than as necessary for TimeGap users to make use of the TimeGap Platform as expressly permitted by this Agreement and only during the term of this Agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any Confidential Information for any purpose. You shall promptly notify TimeGap in writing of any circumstances, which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall implement reasonable technical, physical and administrative safeguards to protect Confidential Information from loss or theft, as well as unauthorized access, disclosure, copying, transfer, modification or use. You shall return all originals and any copies of any and all materials containing Confidential Information to TimeGap upon termination of this Agreement for any reason whatsoever.
17. Disclaimer of Warranties; Limitation on Liability.
a. USE OF THE TIMEGAP PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TIMEGAP PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER TIMEGAP NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE TIMEGAP PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE TIMEGAP PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROVIDER'S REGISTRATION, PROVIDER ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TIMEGAP PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROVIDER SERVICES, ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE TIMEGAP PLATFORM OR THIS AGREEMENT. ACCESS TO THE TIMEGAP PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER TIMEGAP NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE TIMEGAP PLATFORM. NEITHER TIMEGAP NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE TIMEGAP PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. TIMEGAP AND ITS AFFILIATES, SUBSIDIARIES, PARENTS AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
b. NO LIABILITY. YOU AGREE NOT TO HOLD TIMEGAP, ITS AFFILIATES, ITS PARENTS, ITS SUBSIDIARIES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, "MEMBERS") LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE TIMEGAP PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY TIMEGAP OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL TIMEGAP OR MEMBERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE TIMEGAP PLATFORM OR ANY PROVIDER SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THE TIMEGAP'S HAPPINESS GUARANTEE, UNDER NO CIRCUMSTANCES WILL TIMEGAP OR MEMBERS BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE TIMEGAP PLATFORM OR ANY PROVIDER SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THE TIMEGAP'S HAPPINESS GUARANTEE. TIMEGAP AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE TIMEGAP PLATFORM, THE PROVIDER SERVICES, THE MERCHANDISE OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT TIMEGAP OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF (1) TOTAL FEES PAID BY YOU TO TIMEGAP DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE. OR (2) THE AMOUNT EXPRESSLY PERMITTED UNDER THE TIMEGAP HAPPINESS GUARANTEE AS SET FORTH IN SECTION 3(d).
c. RELEASE. TIMEGAP AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE TIMEGAP PLATFORM. TO THE EXTENT THAT THE TIMEGAP PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING OR OBTAINING MERCHANDISE HEREUNDER, TIMEGAP WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE TIMEGAP FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE TIMEGAP AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
d. ADDITIONAL DISCLAIMER. YOU UNDERSTAND, THEREFORE, THAT BY USING THE TIMEGAP PLATFORM, YOU MAY BE EXPOSED TO PROVIDER SERVICES AND/OR MERCHANDISE THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE TIMEGAP PLATFORM, AND SUCH PROVIDER, AT YOUR OWN RISK.
NOTHING IN THIS AGREEMENT OR THE TIMEGAP PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROVIDER.
BY USING THE TIMEGAP PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE TIMEGAP PLATFORM.
YOU ACCEPT THAT, AS A CORPORATION, TIMEGAP HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST TIMEGAP'S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE TIMEGAP'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS TIMEGAP.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
18. Indemnification. You hereby agree to indemnify, defend, and hold harmless TimeGap, its licensors, and each such party's directors, officers, parents, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys' fees and costs incurred), in connection with or resulting from, directly or indirectly:
(i). TimeGap users use or misuse of or inability to use the TimeGap Platform, any Merchandise and/or any Provider Service,
(ii). TimeGap users violation of this Agreement,
(iii). TimeGap users violation of any applicable law or regulation;
(iv). TimeGap users violation of the rights of another (including but not limited to Providers), and
(v). TimeGap users Information and content that TimeGap users submit or transmit through the TimeGap Platform. TimeGap reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to TimeGap users indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of TimeGap.
19. Mutual Arbitration Agreement.
a. Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between TimeGap users and TimeGap, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), TimeGap users and TimeGap may attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. TimeGap users address for any notices under this section is TimeGap users email address and/or physical address that TimeGap users have provided to TimeGap. TimeGap's address for such notices is: email@example.com and/or by mail to TimeGap Technologies, Inc., Attn: Legal, PO Box # 1122, New York, NY 10159.
b. Arbitration. If a Dispute is not resolved through Informal Negotiations, TimeGap users and TimeGap agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the International Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "IAA Rules") of the International Arbitration Association ("IAA") and, where appropriate, the IAA's Supplementary Procedures for Consumer Related Disputes ("IAA Consumer Rules"). TimeGap users arbitration fees and TimeGap users share of arbitrator compensation will be governed by the IAA Rules (and, where appropriate, limited by the IAA Consumer Rules). If TimeGap users are unable to pay such costs, TimeGap will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Section d below.
c. Excluded Disputes. You and TimeGap agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of TimeGap users or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual.
d.Waiver Of Right To Be A Plaintiff or Class Member In A Class Action. You and TimeGap agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable IAA Rules or IAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
e. Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where TimeGap users reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.
f. Severability. You and TimeGap agree that if any portion of this section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed and the remainder of this section 19 will be given full force and effect.
20. Governing Law; Jurisdiction. Except for the Arbitration Agreement in Section 19, which is governed by the International Arbitration Act and except as may be prohibited by the law of the State in which TimeGap users primarily reside, this Agreement is governed and interpreted pursuant to the laws of the Singapore, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of Singapore.
21. Assignment. This Agreement may not be assigned or transferred by TimeGap users without our prior written approval. We may assign or transfer this Agreement without TimeGap users consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.
22. General Provisions. All provisions that should by their nature survive the expiration or termination of this Agreement, including without limitation, Sections 8, 10 and 14-24, shall so survive. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between TimeGap users and TimeGap with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: TimeGap users address for such notices is TimeGap users email address and/or physical address that TimeGap users have provided to TimeGap. TimeGap's address for such notices is: firstname.lastname@example.org.
The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by TimeGap, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. TimeGap shall have no liability to TimeGap users for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond TimeGap's reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of Providers to perform, flood, fire, explosion, acts of terrorism or accident.
23. Changes to this Agreement. We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to TimeGap users or cause TimeGap users to no longer be in compliance with this Agreement, TimeGap users must terminate, and immediately stop using, the TimeGap Platform. TimeGap users continued use of the TimeGap Platform following any revision to this Agreement constitutes TimeGap users complete and irrevocable acceptance of any and all such changes.
24. Severability. These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
25. Contact Information. If TimeGap users have any questions regarding this Agreement, please contact us at email@example.com.
Last updated: January 27, 2021