TimeChop

Terms of Use

Updated May 5, 2019

Welcome to TimeChop by Buckingham Enterprises, LLC., dba TimeChop. Please read these Terms of Use (the “Terms”) carefully because they govern your use (“Customer”) of our mobile device application (“App”) and websites, including timechop.com or otherwise as designated by us (the “Site”). To make these Terms easier to read, the Site, Services and App are collectively called the “Services.”

Agreement to Terms

By using our Services, you agree to be bound by these Terms and by our Privacy Policy. If you don’t agree to these Terms and our Privacy Policy, do not use the Services.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or App or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or App, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you can’t use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

The Services are for Informational Purposes Only and Does Not Provide Medical Advice

The Sites and Services offer health, fitness and nutrition related information. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH OR THE CONTENT ON THE SITES OR SERVICES, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE OR THROUGH THE SERVICES. THE USE OF ANY INFORMATION PROVIDED ON THE SITES OR THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. Nothing stated or posted on the Sites or available through any Service is intended to be, and must not be taken to be, the practice of medicine or counseling care. For the purposes of this agreement, the practice of medicine and counseling includes, without limitation, psychiatry, psychology, psychotherapy, the practice of pharmacy, nutrition and fitness counseling or providing health care treatment, instructions, diagnosis, prognosis or advice. Developments in medical research may impact the health, fitness and nutritional topics discussed on the Sites or through the Services and no assurance can be given that the information contained in the Sites or the Services will always include the most recent findings or developments with respect to the particular material. Your access or use of the Sites and the Services does not create in any way a physician/patient, confidential, or privileged relationship, or any other relationship that would give rise to any duties on our part. If you rely on any of the information provided by this Site or the Services, our employees, or guests or visitors to the Sites, you do so solely at your own risk.

Who May Use the Services

Eligibility

To become a member of TimeChop, or post User Generated Content, you may be required to register for an account. You agree to provide accurate and current information about yourself in all registration forms on the Services. The Services are intended solely for users who are thirteen (13) years of age or older and it is a violation of these Terms of Use for anyone under 13 to register for the Services. You represent and warrant that you are 13 or older. Your account may be deleted without warning if you misrepresent your age, whether older or younger.

Account Responsibilities

You are responsible for maintaining the confidentiality of your TimeChop Account login information and are fully responsible for all activities that occur under your TimeChop Account. You agree to immediately notify TimeChop of any unauthorized use, or suspected unauthorized use of your TimeChop Account or any other breach of security. TimeChop cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. We will protect your TimeChop Account information in accordance with the Privacy Policy.

Privacy

Our Privacy Policy, which is incorporated into these Terms of Use by this reference, further describes the collection and use of information on the Services.

Content and Content Rights

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

We do not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, we exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

We reserve the right (but have no obligation under this Agreement) to review any User Content, investigate, and/or take appropriate action against you, in our sole discretion, if you violate any other provision of this Agreement, including removing or modifying your User Content, suspending or terminating your TimeChop Account and/or reporting you to law enforcement authorities. We may also remove or modify your User Content if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, violates the above, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information consider necessary or appropriate, including your TimeChop Account username and password, IP address and traffic information, usage history, and your User Content.

Rights in User Content Granted by You

By making any User Content available through Services you hereby grant to us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You may not state or imply that your User Content is in any way provided, sponsored or endorsed by TimeChop. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights in Content Granted by Us

Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and display the Content solely on your own handheld mobile device (e.g., smartphone, tablet or similar) and in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

Feedback

TimeChop will treat any feedback or suggestions you provide to TimeChop as non-confidential and non-proprietary. Thus, in the absence of a written agreement with TimeChop to the contrary, you agree that you will not submit to TimeChop any information or ideas that you consider to be confidential or proprietary. You agree that you grant the full scope of License provided above, to TimeChop in connection with any feedback or suggestions you provide.

Rights and Terms for Apps

Rights in App Granted by Us

Subject to your compliance with these Terms, TimeChop hereby grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. We reserve all rights in and to the App not expressly granted to you under these Terms.

Additional Terms for App Store Apps

You acknowledge and agree that the availability of the Services is dependent on the third party from which you received the Mobile App, e.g., the Apple iPhone store website, (“App Store”). You acknowledge that this Agreement is between you and TimeChop and not with the App Store. TimeChop, not the App Store, is solely responsible for the Mobile App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). You agree to pay all fees charged by the App Store in connection with the Mobile App. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable agreements, terms of use/service, and other policies of the App Store. You acknowledge that the App Store (and its subsidiaries) is a third party beneficiary of this Agreement and will have the right to enforce this Agreement.

The following additional terms and conditions apply to you if you are using a Mobile App from the Apple App Store.

Acknowledgement: TimeChop and you acknowledge that this Agreement is concluded between TimeChop and you only, and not with Apple. TimeChop, not Apple, is solely responsible for the Mobile App and the content thereof. To the extent this Agreement provides for usage rules for the Mobile App that are less restrictive than the Usage Rules set forth for Mobile Apps in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting Apple term applies.

Scope of License: The license granted to you for the Mobile App is limited to a non-transferable license to use the Mobile App on an iOS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.

Maintenance and Support: TimeChop is solely responsible for providing any maintenance and support services with respect to the Mobile App, as specified in this Agreement, or as required under applicable law. TimeChop and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App.

Warranty: TimeChop is solely responsible for any software product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Mobile App to conform to any applicable warranty, you may cancel your subscription, and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be TimeChop’s sole responsibility.

Product Claims: TimeChop and you acknowledge that TimeChop, not Apple, is responsible for addressing any claims of you or any third party relating to the Mobile App or your possession and/or use of that Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit TimeChop’s liability to you beyond what is permitted by applicable law.

Intellectual Property Rights: TimeChop and you acknowledge that, in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, TimeChop, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the Mobile App.

Third Party Beneficiary: TimeChop and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.

Third Party Sites & Ads

The Services may contain links to third party websites, resources and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of TimeChop and TimeChop is not responsible for any Third Party Sites & Ads. TimeChop provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site, the applicable service provider’s terms and policies, including privacy and data gathering practices govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Each user of the Service is solely responsible for any and all its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Service users are solely between you and such user. You agree that TimeChop will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved.
We encourage you to note when you leave our Site and to read the terms of use of such other websites. For online retailers, TimeChop can earn an affiliate fee when the Timechop member goes to the affiliate site and/or purchases product from it.
You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any App Store, any other Service users, or any Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means.

General Prohibitions and Our Enforcement Rights

You agree not to do any of the following:
  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  • Use, display, mirror or frame the Services, or any individual element within the Services, our name, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page or in the App, without our express written consent;
  • Access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers;
  • Attempt to probe, scan, or test the vulnerability of any of our systems or networks or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing any of our trademarks, logos, URLs or product names without our express written consent;
  • Use the Services or Content for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

DMCA/Copyright Policy

We respect copyright law and expect our users to do the same. It is our policy to terminate, in appropriate circumstances, Account holders who repeatedly infringe the rights of copyright holders.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. WE (AND OUR SUPPLIERS, PARENTS, AFFILIATES, AND RELATED COMPANIES) MAKE NO WARRANTY REGARDING THE THIRD PARTY SITES & ADS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

No Professional Services or Advice; No Doctor-Patient Relationship

We provide the Services for informational purposes only. You acknowledge that TimeChop solely provides the App and the Services, but that Timechop does not provide any medical or healthcare services of any kind.

YOU ACKNOWLEDGE THAT THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL OR MEDICAL ADVICE OR OPINION OF ANY KIND AND THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE OR OPINION OF ANY KIND. THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR HEALTH CONDITION. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND US.

The Services are intended for use only by individuals healthy enough to make changes to their diets and lifestyles, and are not intended for use by individuals with any type of health condition that makes the kind of changes to diet or lifestyle suggested by the Services unsafe or inappropriate. You should discontinue diet or other lifestyle changes in cases where such changes cause pain or severe discomfort, and should consult a medical expert prior to returning to diet or other lifestyle changes in such cases. We reserve the right to deny you access to the Services for any reason or no reason, including if we determine, in our sole discretion, that you have certain medical conditions.

Assumption of Risk and Indemnity

Using the Services involves the risk of physical or mental injury or illness. Specific risks vary from one diet or lifestyle change to another and the risks range from minor injuries or illness to major injuries or illness, such as catastrophic injuries including death. IN CONSIDERATION OF YOUR USE OF THE SERVICES, YOU UNDERSTAND AND VOLUNTARILY ACCEPT THIS RISK AND AGREE THAT WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS WILL NOT BE LIABLE FOR ANY INJURY, INCLUDING, WITHOUT LIMITATION, PERSONAL, BODILY, OR MENTAL INJURY, ECONOMIC LOSS OR ANY DAMAGE TO YOU, YOUR SPOUSE, UNBORN CHILD, OR RELATIVES RESULTING FROM YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE NEGLIGENCE OF US OR ANYONE ON OUR BEHALF. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE PROVIDING INFORMATIONAL SERVICES ONLY AND MAY NOT BE HELD LIABLE FOR DEFECTIVE PRODUCTS.

YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE SERVICES OR CONTENT; OR (II) YOUR VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.

Limitation of Liability

NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EXCEPT AS MAY BE OTHERWISE AND SPECIFICALLY PROVIDED FOR IN THE AGREEMENT: CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES BY THE CUSTOMER. TIMECHOP SHALL HAVE NO LIABILITY FOR ANY DAMAGES CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS, RECIPES, INGREDIENT INFORMATION INCLUDING BUT NOT LIMITED TO ALLERGEN IDENTIFICATION, OR DATA PROVIDED BY TIMECHOP TO THE CUSTOMER IN CONNECTION WITH THE SERVICES. NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF TIMECHOP FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

EXCEPT SOLELY TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of Oregon without regard to its conflict of laws provisions that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within Multnomah County, Oregon for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.

Entire Agreement

This Agreement (which includes the Privacy Policy and any other rules posted on the Website) constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without TimeChop’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

Jurisdictional Issues

TimeChop makes no representation or warranty that the content and materials on the Sites or the Services are appropriate or available for use in locations outside the United States. Those who choose to access the Sites or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. TimeChop reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Sites or the Services to any person, geographic area or jurisdiction we so desire, and to limit the quantities of any such service or products that we provide.

Indemnity

You agree to indemnify and hold TimeChop, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Services, (ii) your User Content, or (iii) your violation of this Agreement. TimeChop reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of TimeChop. TimeChop will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Term and Termination

Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@timechop.com. Upon any termination, discontinuation or cancellation of Services for your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty and professional/medical services disclaimers, assumption of risk and indemnity, limitations of liability, and dispute resolution provisions. TimeChop will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your TimeChop Account or deletion of your User Content.

Contact Information

If you have any questions about these Terms or the Services, please contact us at support@timechop.com.

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