SUBSCRIBER TERMS OF USE: THE LICENSOR
HEREIN (“CUSTOMER”) HAS CREATED A PRIVATE COLLABORATIVE SPACE USING
A SERVICE MADE AVAILABLE BY NEAR-TIME AND HAS INVITED YOU TO SUBSCRIBE
TO CUSTOMER’S COLLABORATIVE SPACE. BY CHECKING THE “I ACCEPT”
BOX DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING
TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF CUSTOMER’S
COLLABORATIVE SPACE (THE “CUSTOMER SPACE”) AND NEAR-TIME’S ONLINE
SERVICE AND ITS OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”).
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER
LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH
ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU,”
“SUBSCRIBER,” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO
NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU MAY NOT ACCESS CUSTOMER’S COLLABORATIVE SPACE OR USE
THE SERVICE.
As part of Your subscription, You
will have access to and use of the Customer Space and the Service, including
a browser interface, data encryption, transmission, and storage. Your
subscription to, and Your use of, the Customer Space and the Service
shall be deemed to be Your acceptance of this Agreement, including any
materials available on the Near-Time website incorporated by reference
herein, including but not limited to Near-Time’s Acceptable Use, Privacy,
and Security Policies. For reference, a Definitions section is included
at the end of this Agreement.
Access to the Customer Space and
the Service is offered by Customer at www.near-time.net, and such offer
is based upon the then current service and pricing terms as stated there.
1. Policies; Disclosure
Near-Time’s privacy and security
policies may be viewed at www.near-time.com. Near-Time reserves the
right to modify its policies in its reasonable discretion from time
to time. Near-Time also reserves the right to issue and modify a Policy
of Acceptable Use, which may also be viewed at www.near-time.com.
Customer’s privacy, security and acceptable use policies may be viewed
at ChicagoTalks. Customer reserves the right to modify its
policies in its discretion from time to time. As a condition to
the grant in Section 2, You agree to comply with all of the foregoing
policies. Note that because the Service involves a hosted, online
application, Near-Time occasionally may need to notify all users of
the Service of important announcements regarding the operation of the
Service. You agree that Near-Time can disclose the fact that You are
paying for the Service and the edition of the Service that You are using.
2. Access Grant & Restrictions
Customer hereby grants You a personal,
revocable, non-exclusive, non-transferable, worldwide right to access
and use the Customer Space and the Service, solely for Your own business
purposes, subject to the terms and conditions of this Agreement, the
Customer policies and the Near-Time policies. All rights not expressly
granted to You are reserved by Customer, Near-Time and their respective
licensors.
You shall not (i) license, sublicense,
sell, resell, transfer, assign, distribute or otherwise commercially
exploit or make available to any third party the Customer Space, the
Service the Customer Content or the Near-Time Content in any way; (ii)
modify or make derivative works based upon the Service or the Near-Time
Content; (iii) “frame” or “mirror” Customer Content or any Near-Time
Content on any other server or wireless or Internet-based device; or
(iv) reverse engineer or access the Service in order to (a) build a
competitive product or service, (b) build a product using similar ideas,
features, functions or graphics of the Service, or (c) copy any of the
ideas, features, functions or graphics of the Service.
You may use the Customer Space and
the Service only for Your business purposes and You agree, represent,
and warrant that You shall not: (i) send spam or otherwise duplicative
or unsolicited messages in violation of applicable laws; (ii) send or
store infringing, obscene, threatening, libelous, or otherwise unlawful
or tortious material, including material harmful to children or violative
of third party privacy rights; (iii) send or store material containing
software viruses, worms, Trojan horses or other harmful computer code,
files, scripts, agents or programs; (iv) interfere with or disrupt the
integrity or performance of the Customer Space, the Service or the data
contained therein; (v) attempt to gain unauthorized access to the Customer
Space or to the Service or its related systems or networks; (vi) violate
the Customer’s policies governing the Customer Space; or (vii) violate
the Near-Time policies governing the Service.
3. Your Responsibilities
You are responsible for all activity
occurring under Your account(s) and shall abide by all applicable local,
state, national, and applicable foreign laws, treaties, and regulations
in connection with Your use of the Customer Space and the Service, including
those related to data privacy, international communications, and the
transmission of technical or personal data. You shall: (i) notify Customer
and Near-Time immediately of any unauthorized use of any password or
account or any other known or suspected breach of security; (ii) report
to Customer and Near-Time immediately, and use reasonable efforts to
stop immediately, any copying or distribution of Content that is known
or suspected by You; and (iii) not impersonate another Subscriber to
the Customer Space or Near-Time User or provide false identity information
to gain access to or use the Customer Space or the Service.
You agree that any and all access
to the Customer Space and the Service shall be subject to the terms
and conditions of access provided herein and in the Customer’s and
Near-Time’s policies.
4. Account Information;
Subscriber and Customer Content
You represent and warrant that Your
use of the Customer Space, the Service, the Customer Content and the
Subscriber Content You provide shall comply with all applicable laws,
this Agreement, the Customer policies and the Near-Time policies.
Near-Time, shall have no responsibility for any aspect of the Subscriber
Content or the Customer Content, including, without limitation, responsibility
for its accuracy, quality, integrity, legality, reliability, appropriateness,
non-infringement, etc. Near-Time shall not be liable to any party
for any aspect of the Subscriber Content or the Customer Content, aside
from its provision of access to the Service as described herein; for
example, Near-Time shall not be responsible or liable for the screening,
monitoring, deletion, correction, destruction, damage, loss or failure
to store any Subscriber Content or Customer Content. Customer may withhold,
remove and/or discard Subscriber Content without notice for any breach
of this Agreement, any Customer policy or Near-Time policy, including,
without limitation, Your non-payment, or within 30 days following the
Expiration Date. Upon termination, Your right to access or use Subscriber
Content immediately ceases, and Near-Time shall have no obligation to
maintain or forward any Customer Content.
5. Intellectual Property Ownership
Near-Time alone (and its licensors,
where applicable) shall own all right, title, and interest, including
all Intellectual Property Rights, in and to the Near-Time Technology,
the Near-Time Content, and the Service, excepting only the express access
and use grant described in Section 2. Near-Time shall own all right,
title, and interest in and to any suggestions, ideas, enhancement requests,
feedback, recommendations or other information provided by You or any
other party relating to the Service. Customer alone (and its licensors,
where applicable) shall own all right, title, and interest, including
all Intellectual Property Rights, in and to the Customer Content and
the Subscriber Content. This Agreement is not a sale and does
not convey to You any rights of ownership in or related to the Customer
Space, the Service, the Near-Time Technology, the Customer Content,
the Subscriber Content, the Near-Time Content, or the Intellectual Property
Rights therein. The Customer name, the Near-Time name, the Customer
logo(s), the Near-Time logo, and the product names associated with the
Customer Space and the Service are trademarks of Customer, Near-Time
or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Customer Space
and the Service, You may enter into correspondence with, purchase goods
and/or services from, or participate in promotions of advertisers or
sponsors showing their goods and/or services through the Service. Any
such activity, and any terms, conditions, warranties or representations
associated with such activity, is solely between You and the applicable
third-party. Neither Customer, Near-Time nor their respective licensors
shall have any liability, obligation, or responsibility for any such
correspondence, purchase, or promotion between You and any such third-party.
Neither Customer nor Near-Time endorses any sites on the Internet that
are linked through the Service. These links are provided to You only
as a matter of convenience, and in no event shall Customer, Near-Time
or their respective licensors be responsible for any Content, products,
or other materials on or available from such sites. Customer provides
the Customer Space and the Service to You pursuant to the terms and
conditions of this Agreement. You recognize, however, that certain third-party
providers of software, hardware or services may require Your agreement
to additional or different terms and conditions for Your use of or access
to such third-party software, hardware or services.
7. Charges and Payment of Fees
You shall pay all fees or charges
for Your subscription(s) in accordance with the fees, charges, and billing
terms in effect at the time a fee or charge is due and payable. The
initial charges will be equal to the current price for subscribing to
access and use the Customer Space. Payments may be made annually or
monthly, consistent with the Initial Term, or as otherwise mutually
agreed upon. You are responsible for paying the full subscription amount(s)
for the entire License Term, whether or not such subscriptions are actively
used. Near-Time will process Your subscription payments for the benefit
of Customer. You must provide Near-Time with valid credit card,
check or approved purchase order information as a condition to subscribing
to the Customer Space and the Service. You may have as many subscriptions
as You would like. Added subscriptions will be subject to the following:
(i) added subscriptions will have their own Initial Term or renewal
term; (ii) the fee for the added subscriptions will be the then current,
generally applicable fee for access to and use of the Customer Space.
Customer reserves the right to modify its fees and charges and to introduce
new charges at any time, upon at least 30 days prior notice to You,
which notice may be provided by e-mail. All pricing terms are confidential,
and You agree not to disclose them to any third party.
8. Right to Modify
Customer reserves the right to establish
or modify its general practices, policies and pricing with respect to
the Customer Space.
Near-Time reserves the right to establish
or modify its general practices and limits relating to storage of Customer
Content.
9. Billing and Renewal
Customer charges and collects in
advance for use of the Customer Space and the Service. Through Near-Time,
Customer will automatically renew and bill Your credit card or issue
an invoice to You (a) every month for monthly licenses, (b) each year
on the subsequent anniversary for annual licenses, or (c) as otherwise
mutually agreed upon. The renewal charge will be equal to the then-current
license fee in effect during the prior term, unless Customer has given
You at least 20 days prior written notice of a fee increase, which shall
be effective upon renewal and thereafter. Fees for other services will
be charged on an as-quoted basis. Subscription and other fees are exclusive
of all taxes, levies, or duties imposed by taxing authorities, and You
shall be responsible for payment of all such taxes, levies, or duties,
excluding only United States (federal or state) taxes based solely on
Customer’s income.
You agree to provide Customer and
Near-Time with complete and accurate billing and contact information.
This information includes Your full legal name, street address, e-mail
address, and name and telephone number of an authorized billing contact
and License Administrator. You agree to update this information within
30 days of any change to it. If the contact information You have provided
is false or fraudulent, Customer reserves the right to terminate Your
access to the Customer Space and the Service in addition to any other
legal remedies.
Unless otherwise specified, all transactions
will be billed in U.S. dollars.
If You believe Your bill is incorrect,
You must contact Customer in writing within 30 days of the invoice date
of the invoice containing the amount in question to be eligible to receive
an adjustment or credit.
10. Non-Payment, Cancellation
and Suspension
In addition to any other rights granted
to Customer herein, Customer reserves the right to suspend or terminate
this Agreement and Your access to the Customer Space and the Service
if Your subscription becomes delinquent (falls into arrears). Access
to the Customer Space and the Service is suspended when the subscription
term expires or if a payment attempt is not able to be processed for
7 days following the expiration date. If the limits of the Service are
exceeded, as dictated by the subscription, some functions may be turned
off or access to the Customer Space and the Service may be suspended,
in which case the Customer Space will be temporary unavailable to You
and Your Users.
Delinquent invoices (accounts in
arrears) are subject to interest of 1.0% per month on any outstanding
balance, or the maximum permitted by law, whichever is less, plus all
expenses of collection. You will continue to be charged during any period
of suspension. If You or Customer initiates termination of this Agreement,
You will be obligated to pay the balance due on Your account computed
in accordance with the Charges and Payment of Fees section above. You
agree that Near-Time may charge such unpaid fees to Your credit card
or otherwise bill You for such unpaid fees.
Customer reserves the right to impose
a reconnection fee in the event You are suspended and thereafter request
access to the Customer Space and the Service. You agree and acknowledge
that neither Customer nor Near-Time has any obligation to retain Subscriber
Content and that such Subscriber Content may be irretrievably deleted
if Your account is 30 days or more past delinquent or expiration.
The remedies provided within this Agreement are non-exclusive and in
addition to any other remedies that may be available to Customer.
Subscriptions can be cancelled at
any time by the Subscriber by contacting Customer or . You acknowledge and agree that You
are not entitled to any refund of fees and charges in the event You
cancel Your subscription(s).
11. Termination upon Expiration
This Agreement commences on the Effective
Date and expires on the Expiration date, depending upon the subscription
term selected.
12. Termination for Cause
Any breach of Your payment obligations
or unauthorized or unacceptable use of the Customer Space, the Near-Time
Technology or Service, as determined by Customer in its discretion,
in view of this Agreement, the Customer policies and the Near-Time policies,
will be deemed a material breach of this Agreement. Customer, in its
sole discretion, may terminate, or cause Near-Time to terminate, Your
password, or subscription to access and use the Customer Space and the
Service or if You breach or otherwise fail to comply with this Agreement.
You agree and acknowledge that neither Customer nor Near-Time has any
obligation to retain the Subscriber Content, and may delete such Subscriber
Content, if You have materially breached this Agreement, including but
not limited to failure to pay outstanding fees, and such breach has
not been cured within 30 days of notice of such breach.
13. General
Representations & Warranties
Each party represents and warrants
that it has the legal power and authority to enter into this Agreement.
You represent and warrant that You will comply with the Customer policies
and the Near -Time policies and have not falsely identified Yourself
nor provided any false information to gain access to the Customer Space
and the Service and that Your billing information is correct.
14. Indemnification
You shall indemnify, defend and hold
harmless Customer, Near-Time, and their respective licensors and each
such party’s parent organizations, subsidiaries, affiliates, officers,
directors, employees, attorneys and agents from and against any and
all claims, costs, damages, losses, liabilities and expenses (including
attorneys’ fees and costs) arising out of or in connection with: (i)
a claim alleging that the Subscriber Content, Your actions or those
of Your Users infringe or violate the rights of any party including
without limitation rights of publicity, rights of privacy, patents,
copyrights, trademarks, trade secrets and/or licenses, or has caused
harm in any way; (ii) a claim, which if true, would constitute a breach
or violation by You of Your representations and warranties; (iii) a
claim arising from the breach by You (or Your Users) of this Agreement,
the Customer policies or the Near-Time policies; or (iv) a claim arising
out of the negligence or willful misconduct of Subscriber or its Users,
provided in any such case that Customer or Near-Time, as applicable
(a) gives written notice of the claim promptly to You; (b) gives You
sole control of the defense and settlement of the claim (provided that
You may not settle or defend any claim unless You unconditionally release
Customer or Near-Time, as applicable, of all liability and such settlement
does not affect Customer’s or Near-Time’s business or Service);
(c) provides to You all available information and assistance; and (d)
has not compromised or settled such claim.
15. Disclaimer of Warranties
CUSTOMER, NEAR-TIME AND THEIR RESPECTIVE
LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY,
TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS
OF THE SERVICE OR ANY CONTENT. CUSTOMER, NEAR-TIME AND THEIR RESPECTIVE
LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE CUSTOMER
SPACE OR THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE
OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM
OR DATA, (B) THE CUSTOMER SPACE OR THE SERVICE WILL MEET YOUR REQUIREMENTS
OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D)
THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU THROUGH THE CUSTOMER SPACE AND THE SERVICE
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL
BE CORRECTED, OR (F) THE SERVICE OR THE SERVER THAT MAKE THE SERVICE
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CUSTOMER
SPACE, THE SERVICE, ALL CUSTOMER CONTENT, AND ALL NEAR-TIME CONTENT
IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS,
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW BY CUSTOMER, NEAR-TIME AND THEIR RESPECTIVE LICENSORS.
16. Internet Delays
ACCESS TO THE CUSTOMER SPACE AND
THE NEAR-TIME SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
NEITHER CUSTOMER NOR NEAR-TIME IS RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S
AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM
YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS
LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING
LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING
OUT OF, OR IN ANY WAY CONNECTED WITH THE CUSTOMER SPACE OR THE SERVICE,
INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE CUSTOMER
SPACE OR THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE
CUSTOMER SPACE OR THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR
OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM
WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN
PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Additional Rights
Certain states and/or jurisdictions
do not allow the exclusion of implied warranties or limitation of liability
for incidental, consequential or certain other types of damages, so
the exclusions set forth above may not apply to You.
19. Local Laws and Export Control
The Service uses software and technology
that may be subject to United States export controls administered by
the U.S. Department of Commerce, the United States Department of Treasury
Office of Foreign Assets Control, and other U.S. agencies and the export
control regulations of Switzerland and the European Union.) You acknowledge
and agree that the Service shall not be used, and none of the underlying
information, software, or technology may be transferred or otherwise
exported or re-exported to countries as to which the United States,
Switzerland and/or the European Union maintains an embargo (collectively,
“Embargoed Countries”), or to or by a national or resident thereof,
or any person or entity on the U.S. Department of Treasury’s List
of Specially Designated Nationals or the U.S. Department of Commerce’s
Table of Denial Orders (collectively, “Designated Nationals”). The
lists of Embargoed Countries and Designated Nationals are subject to
change without notice. By using the Service, You represent and warrant
that You are not located in, under the control of, or a national or
resident of an Embargoed Country or Designated National. You agree to
comply strictly with all U.S., Swiss, and European Union export laws
and assume sole responsibility for obtaining licenses to export or re-export
as may be required. In addition, You agree to comply with all
such export laws regarding Your Customer Content.
The site hosting the Service may
use encryption technology that is subject to licensing requirements
under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774
and Council Regulation (EC) No. 1334/2000
Customer, Near-Time and their respective
licensors make no representation that the Service is appropriate or
available for use in other locations. If You use the Service from outside
the United States of America, Switzerland and/or the European Union,
You are solely responsible for compliance with all applicable laws,
including without limitation export and import regulations of other
countries. Any diversion of the Content contrary to United States, Swiss
or European Union (including European Union Member States) law is prohibited.
The Service is not permitted for use with the generation of nuclear
power or other nuclear activities, chemical or biological weapons, or
missile projects, unless specifically authorized by Near-Time in writing
and in compliance with requirements of the United States government
or appropriate European body for such purposes.
20. Notice
Any notice or communication by Customer
or Near-Time may be given by general notice on the Customer Space or
the Service, electronic mail to Your e-mail address on record in Customer’s
account information, or by written communication sent by first class
mail or pre-paid post to Your address on record in Customer’s account
information. Such notice shall be deemed to have been given upon the
expiration of 48 hours after mailing or posting (if sent by first class
mail or pre-paid post) or 12 hours after sending (if sent by email).
You may give notice to Customer (such notice shall be deemed given when
received by Customer) at any time by any of the following: letter delivered
by nationally recognized overnight delivery service or first class postage
prepaid mail to Customer at the notice address set forth in the Customer
Space.
21. Modification to Terms
Customer reserves the right to modify
the terms and conditions of this Agreement or its policies relating
to the Customer Space and the Service at any time, effective upon posting
of an updated version of this Agreement on the Customer Space. Near-Time
reserves the right to modify its policies relating to the Service at
any time, effective upon posting an updated version of the policies
on the Service. You are responsible for regularly reviewing this
Agreement, the Customer policies and the Near-Time policies. Continued
use of the Customer Space and the Service after any such changes shall
constitute Your consent to such changes.
22. Assignment; Change in Control
This Agreement may not be assigned by You without the prior written consent of Customer. Any other attempted assignment or transfer of this Agreement by You shall be void and of no effect.
23. General
This Agreement shall be governed
by North Carolina law and, if applicable controlling United States federal
law, without regard to the choice or conflicts of law provisions of
any jurisdiction, and any disputes, actions, claims or causes of action
arising out of or in connection with this Agreement or the Service shall
be subject to the exclusive jurisdiction of the state and federal courts
located in Orange County, North Carolina. No text or information set
forth on any purchase order, preprinted form, or document (other than
an Order Form, if applicable) shall add to or vary the terms and conditions
of this Agreement. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid or unenforceable, then such
provision(s) shall be construed, as nearly as possible, to reflect the
intentions of the invalid or unenforceable provision(s), with all other
provisions remaining in full force and effect. The parties shall be
independent contractors; no joint venture, partnership, employment,
or agency relationship exists between You and Customer as a result of
this Agreement or access and use of the Customer Space and the Service.
The failure of Customer to enforce any right or provision in this Agreement
shall not constitute a waiver of such right or provision unless acknowledged
and agreed to by Customer in writing. This Agreement, together with
any applicable Order Form, the Customer policies and the Near-Time policies,
comprises the entire agreement between You and Customer and supersedes
all prior or contemporaneous negotiations, discussions or agreements,
whether written or oral, between the parties regarding the subject matter
contained herein.
24. Definitions
As used in this Agreement:
Agreement means these terms
and conditions, any Order Forms, whether written or submitted online
via the Online Order Center, any Customer policies available on the
Customer Space specifically incorporated by reference herein, and any
Near-Time policies or other materials available on the Near-Time website
specifically incorporated by reference herein, as such materials, including
the terms of this Agreement, may be updated by Customer or Near-Time
from time to time in their sole discretion.
Content means electronic audio and
visual information, creative works, functional works, data, documents,
software, files, web pages, etc.
Customer means the person or entity
that has been granted the right to access and use the Service and that
has invited You to subscribe to Customer’s collaborative space.
Customer Content means any Content
provided or submitted by Customer or its Users to the Service in the
course of using the Service.
Effective Date means the earlier
of either the date this Agreement is accepted by selecting the “Accept”
option presented on the screen after this Agreement is displayed or
the date You begin using the Service.
Initial Term means the initial period
during which You are obligated to pay for access to and use of the Customer
Space and the Service equal to the billing frequency selected by You
during the subscription process (e.g., if the billing frequency is quarterly,
the Initial Term is the first quarter).
Intellectual Property Rights means
inventions (patentable or otherwise), patent applications, patents,
design rights, copyrights, trademarks, service marks, trade names, domain
name rights, mask works, know-how, trade secrets, and all other intellectual
property rights, derivatives thereof, and forms of protection of a similar
nature anywhere in the world.
License Administrator(s) means those
Users designated by You who are authorized to purchase licenses online
using the Online Order Center or by executing written Order Forms and
to create Subscriber accounts and otherwise administer Your use of the
Customer Space and the Service.
License Term(s) means the period(s)
during which a Subsciber is licensed to use the Customer Space and the
Service pursuant to the Order Form(s)
Near-Time Content means Content owned
and made available to You, by Near-Time upon Your access to the Customer
Space or a Near-Time web site.
Order Form(s) means the form evidencing
the initial subscription for access to and use of the Customer Space
and the Service and any subsequent order forms submitted online or in
written form, specifying, among other things, the number of subscriptions
and other services contracted for, the applicable fees, the billing
period, and other charges as agreed to between the parties, each such
Order Form to be incorporated into and to become a part of this Agreement
(in the event of any conflict between the terms of this Agreement and
the terms of any such Order Form, the terms of this Agreement shall
prevail).
Online Account Manager means Near-Time’s
online application that allows the License Administrator designated
by You to, among other things, add additional Users to the Service
Near-Time means Near-Time, Inc.,
a Delaware corporation, having its principal place of business at 1289
N. Fordham Blvd., Chapel Hill, N.C. 27514.
Near-Time Technology means all of
Near-Time’s technology (including, for example, software, hardware,
products, processes, algorithms, user interfaces, know-how, techniques,
designs and other tangible or intangible technical material or information)
used in the Service or otherwise made available to You by Near-Time
in providing the Service.
Service(s) means the specific edition
of Near-Time’s online customer relationship management, billing, data
analysis, or other corporate services identified during the ordering
process, developed, operated, and maintained by Near-Time, accessible
via http://www.near-time.com, http://www.near-time.net or another designated
web site or IP address, and ancillary online or offline products and
services provided to You by Near-Time, to which You are being granted
access under this Agreement, including the Near-Time Technology and
the Near-Time Content.
Subscriber Content means any Content
provided or submitted by You or Your Users to the Customer Space and
the Service in the course of using the Service.
User(s) means Your employees, representatives, consultants, contractors, agents, or other parties who You have authorized to access and use the Service and who have paid access charges for access to and use of the Customer Space and the Service.
