Intervals Terms of Service

This is an agreement (the "Terms of Service" or "Agreement") between Pelago Corporation ("Pelago" or the "Company") and You, which, together with Pelago's Privacy Policy, governs Your use of the Myintervals.com web site (the "Site"), and any service or hosted application offered or operated by Pelago, including Intervals Time, Task and Project Management Application (collectively "Intervals"). By clicking the "Submit" button on the Site, You acknowledge that You have read and understood, and You agree to be bound by both these Terms of Service, and Pelago's Privacy Policy ("Privacy Policy"), the terms of which can be viewed in their entirety by clicking on the link provided above. If You do not agree to be bound by these Terms of Service and Privacy Policy, You may not use either the Site or Intervals. If You are entering into these Terms of Service and Privacy Policy on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such entity to these Terms of Service and Privacy Policy. As used in this Agreement, "You" or "Your" includes both yourself, and any person(s) or entity(ies) identified as the "Account Holder" and the "Card Holder" in the Plan and/or Billing Info sections of Intervals.

1. Description of Provided Services

Pelago currently provides You with the online business application Intervals Time, Task and Project Management Application. Unless explicitly stated otherwise, any new features that augment or enhance, or modifications to the current Intervals, or any service or hosted application offered or operated by Pelago, shall be subject to these Terms of Service.

2. Your Obligations

You are responsible for all activity occurring under Your account(s), user name(s), password(s), or URLs provided or assigned to You, or provided by You to anyone else, which You shall maintain as confidential and not disclose except to permit the use of the Site or Intervals in accordance with this Agreement. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Site and Intervals, and You shall not use the Site or Intervals, or any Public Forum(s) thereon (as that term is defined below) to (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, store or post infringing, obscene, indecent, vulgar, pornographic, profane, threatening, libelous, defamatory, abusive or otherwise unlawful or tortuous material, including any material harmful to children or violative of third party privacy or publicity right; (iii) upload, post, reproduce, transmit or distribute any information, software or other material that violates or infringes the rights of others, including material that is protected by copyright, trademark or other intellectual property or proprietary right, as well as the rights of publicity and privacy, without first obtaining the permission of the owner of such rights or (iv) send, post or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, components or programs; and You shall not (i) interfere with or disrupt the integrity or performance of the Site, Intervals or data contained therein; or (ii) attempt to gain unauthorized access to the Site or Intervals or assist others in gaining such unauthorized access. You shall: (i) notify Pelago immediately of any unauthorized use, theft or loss of any password or account or the Site or Intervals or any other known or suspected breach of security; (ii) report to Pelago immediately and use reasonable efforts to stop immediately any copying or distribution of the Site or Intervals that is known or suspected by You or Your Company; and (iii) not provide false identity information to gain access to, or use, the Site or Intervals.

3. License Grant and Restrictions

Pelago hereby grants You a non-exclusive, non-transferable, and terminable right and license to use Intervals and the Site, solely for Your own internal business purposes, subject to these Terms of Service and the Privacy Policy. All rights not expressly granted to You are reserved by Pelago. This license automatically terminates on the termination of this Agreement. You shall not, and shall not allow any third party, to license, sublicense, sell, resell, transfer, assign, distribute, grant a security interest in, or otherwise transfer any right in or to the Site or Intervals, or any part thereof; or to copy, duplicate, reproduce, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile the Site or Intervals or any part thereof or exploit the Site or Intervals or any part thereof, for any commercial purpose.

4. Pelago's Intellectual Property Ownership and Proprietary Rights

Pelago owns all right, title and interest in and to the Site and Intervals, and any part thereof, including all intellectual property rights therein, such as rights for unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, moral rights, trade secret rights, and all other intellectual property rights and forms of protection of a similar nature anywhere in the world. You acknowledge and agree that the Site and Intervals contain proprietary and confidential information, and valuable trade secrets of Pelago, that are protected by applicable intellectual property and other laws. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Site or Intervals, or to any intellectual property rights therein.

5. Trademarks

"Pelago," "Intervals," "Intervals Time, Task and Project Management Application," and other Pelago trademarks, service marks, logos and product and service names found on the Site or used in, and in connection with, Intervals, are marks of, and owned by Pelago ("Pelago's Marks"). You agree not to display or use Pelago's marks in any manner without Pelago's express prior written permission.

6. Customer Data

Pelago does not own any data, information or material that You submit to Intervals in the course of Your use of Intervals ("Customer Data"). You, not Pelago, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Pelago shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event You terminate this Agreement, and/or cancel Intervals, online, and are not then in breach of this Agreement, Pelago will afford You an opportunity prior to the effective date of such termination or cancellation, to download any Customer Data then posted on the Site. Upon the effective date of such termination or cancellation by You, Your right to access or use Customer Data immediately ceases and Pelago thereafter may delete, erase, and/or destroy all copies of such Customer Data from its Site or Intervals or anywhere else. Pelago reserves the right to withhold, erase, delete, destroy and/or discard Customer Data without notice, for any breach of these Terms of Service, including without limitation Your non-payment or upon its termination for cause. Upon termination for cause, Your right to access or use Customer Data immediately ceases, and Pelago shall have no obligation to store, maintain or forward any Customer Data. In the event this Agreement is terminated by Pelago other than for Your breach thereof, Pelago will make any Customer Data then posted on the Site or Intervals available for a period ending thirty days from the date of such termination for Your download, and thereafter may delete, erase and/or destroy all copies of such Customer Data from its Site and Intervals, or anywhere else.

For the purpose of this paragraph, the date of such termination will be the earlier of the date on which this Agreement is terminated, or the date of termination specified in any notice provided to You by Pelago. Pelago may use and access Customer Data to help resolve or diagnose technical problems or support issues, administer or manage the Site and Intervals, find improvements or better the Site or Intervals, train employees, provide a higher level of customer support, ensure or check compliance with these Terms of Service and applicable law, or pursuant to or as required by law or at the request of the government or law enforcement, or pursuant to Your direction. Pelago may provide access to, or send or transmit copies of the Customer Data to, third parties pursuant to Your request, or at Your direction.

7. Public Forums

The Site and Intervals make chat rooms, forums, message boards and/or newsgroups (collectively, "Public Forums") available to its visitors, and users of the Site and Intervals. Any information disclosed in these areas become public information. By posting or transmitting, inputting or uploading information or content ("Content") to Public Forums, You warrant that such Content does not violate or infringe the rights of any third parties. In addition, You automatically grant Pelago and all users of the Site and Intervals a royalty free, perpetual, non-exclusive worldwide license (with the right to grant sublicenses) to use, copy, modify, distribute, publicly display, perform and otherwise take advantage of such Content, without compensation to You. Responsibility for what is posted in the Public Forums lies with each user of the Site and Intervals - such users, and not Pelago, alone are responsible for the material they post. Pelago does not control the messages, information or files that You or others may post to a Public Forum. Pelago has no obligation to maintain the Public Forums, and can discontinue them and delete and erase any and all content therefrom, at any time without notice.

You understand that Pelago has no obligation to monitor any Public Forum or any Customer Data. However, Pelago reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request. Pelago reserves the right to refuse to post or remove all or any part of the Customer Data from the Site or Intervals or remove any Content, information or materials from a Public Forum, in whole or in part, without notice, for any reason in its sole discretion, including Customer Data, Content or any information or materials that in the sole opinion of Pelago is objectionable or in violation of these Terms of Service, violates applicable laws, violates or infringes the rights of others, including rights under copyright, trademark or patent law, rights of publicity or privacy, rights under defamation law; contain viruses or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of or limit the functionability of any computer software or hardware, and any material that is unlawful, threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent, or would give rise to civil liability or otherwise violate any applicable law or regulation.

8. API Usage

The API (Application Program Interface) allows You to access Your Intervals data and use of the API is bound by the terms of this agreement plus the following specific terms. Pelago reserves the right to suspend or terminate Your access to Intervals or the API if excessive requests are made via the API. Pelago reserves the right to determine what constitutes abuse or excessive use of the API. Pelago reserves the right at any time to modify or discontinue, temporarily or permanently, Your access to the API (or any part thereof) with or without notice.

9. Charges and Payment of Fees

You agree to pay all fees Pelago charges You for Your use of Intervals. Only person(s) or entities identified as the "Account Holder" or "Card Holder" in the Plan and/or Billing Info sections of Intervals, and the individual(s) that completed the online registration for Your account, and/or that is identified as an account's Administrator(s), will be charged or billed for fees for Your use of Intervals. You may use Intervals for free for thirty days after the date ("Registration Date") on which You first register to use Intervals. Commencing on the date You enter Your billing information, Pelago will charge You for Your use of Intervals based on the plan ("Plan") You select and at the rate(s) posted by Pelago on the Site and Intervals.

Pelago charges and collects in advance of Your use of Intervals on a thirty day cycle. Such fees are due and fully earned on the first day of the Term (as that phrase is defined below) for which they are charged, provided this Agreement has not previously been terminated or cancelled in accordance with its terms. No refunds will be provided, or be due You, should You terminate or cancel this Agreement during a Term, for the fees charged or collected for the remaining portion of said Term.

Pelago may modify or increase its Fees, charges and Plans, and introduce new charges or Plans or eliminate any Plans at any time, upon at least 30 days prior notice to You. If, after You register to use Intervals, You elect to use a different Intervals Plan, the fees You will be charged by Pelago for Your use of Intervals thereafter will be modified in accordance with the posted rate(s) for the new Plan You have selected. The new rates and fees will be charged and due commencing on the first day of the Term following the Term in which You make Your election.

Pelago's 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 Pelago's income.

10. Billing

In accordance with Paragraph 8 above, Pelago will, and You hereby authorize Pelago to, automatically bill Your credit card every thirty days for fees due for Your access to Intervals for the ensuing thirty (30) days. You agree to provide Pelago with complete and accurate credit card, billing, contact and Account information. This information includes a valid credit card account number, the security number for said account, the credit card's expiration date, the identity of the credit card account holder, the type of card, and card holder's billing address, Your name, Your company name, street address, email address, name and telephone number of an authorized billing contact and administrator of these Terms of Service. You agree to update this information within thirty (30) days of any change to it. If the contact or credit card information You provide is false or fraudulent, Pelago reserves the right to terminate Your access to Intervals in addition to any other legal remedies. If You believe or have been improperly charged by Pelago, for any services or otherwise, You must give Pelago notice in writing within sixty (60) days of the date such charges are posted to Your credit card of your objection or claim to be eligible to receive an adjustment or credit, or assert any claim or cause of action with respect thereto, or be forever barred.

11. Non-Payment and Suspension

In addition to any other rights granted to Pelago herein, Pelago reserves the right to suspend or terminate this Agreement and Your access to Intervals if Your account becomes delinquent (falls into arrears). Delinquent fees and charges are subject to interest of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all actual expenses of collection, including attorney's fees. You will continue to be charged for use of Intervals during any period of suspension.

12. Term and Termination

This Agreement commences on the earlier of the date You register or commence use of Intervals. The Initial Term of this Agreement shall be for a period of thirty (30) days. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms ("Term" or "Terms") equal in duration to the Initial Term at Pelago's then current fees as posted on the Site and Intervals. Pelago may terminate this Agreement at any time, effective immediately, for any reason in Pelago's sole discretion. During the first thirty days after Your Registration Date, You may terminate or cancel this Agreement at any time effective immediately, by notifying Pelago on the Site in the manner and as directed in the "Plan Info" section of Intervals. Thereafter, You may terminate or cancel this Agreement, effective upon the expiration of the then current Term, by notifying Pelago on the Site, in the manner and as directed in the "Plan Info" section of Intervals, at least five (5) business days prior to the billing date for the following Term.

The restrictions and obligations contained in Paragraphs 3, 4, 5, 6, 11, 14, 15, 16, 19 and 21 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind You, Your successors, heirs and assigns. Pelago, in its sole discretion, may immediately terminate Your password, account or use of Intervals, or this Agreement, if You breach or otherwise fail to comply with these Terms of Service. Such termination of this Agreement shall be effective immediately upon Pelago's transmission of a notice of termination. Any breach of Your payment obligations or unauthorized use of Intervals will be deemed a material breach of this Agreement. You agree and acknowledge that Pelago has no obligation to retain Customer Data, and may delete and erase such Customer Data, if You have materially breached this Agreement.

13. Modifications to or Discontinuance of Intervals

Pelago reserves the right at any time and from time to time to modify, temporarily or permanently, Intervals, or to discontinue, temporarily or permanently Intervals or any part thereof. You agree that Pelago shall not be liable to You or any third party for any modification, suspension or discontinuance of Intervals, other than for the return of any fees charged and collected by Pelago for services not rendered, which fees cannot exceed those due for the thirty (30) days immediately proceeding such modification, suspension or discontinuance.

14. Notice

Pelago may give You notice by means of a general notice posted on the Site or Intervals, electronic mail to Your email address of record in Pelago's account information, or by written communication sent by first class mail or prepaid post to Your address on record in Pelago's account information. Such notice shall be deem to have been given upon the expiration of 48 hours after mailing or posting, or 12 hours after sending by email. Except as otherwise provided herein, You may give notice to Pelago at any time by any of the following: letter sent by confirmed facsimile to Pelago, letter delivered by nationally recognized overnight delivery Intervals or first class postage prepaid mail to Pelago at the following address, addressed to the attention of Intervals Notice, Pelago, 414 E. Haley St, Santa Barbara, CA 93101 or via email sent to support@myintervals.com. Such notice shall be deemed given when received by Pelago.

15. DISCLAIMER OF WARRANTY

YOUR USE OF INTERVALS, SITE, AND PUBLIC FORUMS ARE AT YOUR OWN SOLE RISK. INTERVALS, THE SITE, AND PUBLIC FORUMS ARE PROVIDED ON AN "AS IS' AND "AS AVAILABLE" BASIS. PELAGO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. PELAGO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF INTERVALS, THE SITE, OR PUBLIC FORUMS. PELAGO DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF INTERVALS, THE SITE, OR PUBLIC FORUMS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) INTERVALS, THE SITE, OR PUBLIC FORUMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) INTERVALS, THE SITE, PUBLIC FORUMS, OR THE SERVER(S) THAT MAKE INTERVALS, THE SITE, OR PUBLIC FORUMS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF OR FROM INTERVALS, THE SITE, OR PUBLIC FORUMS IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INJURY OR HARM THAT MAY RESULT THEREFROM, INCLUDING TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND OR DATA. INTERVALS, THE SITE, OR PUBLIC FORUMS MAY BE SUBJECT TO LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PELAGO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR ANY OTHER DAMAGES OF ANY KIND RESULTING FROM SUCH PROBLEMS.

16. LIMITATION OF LIABILITY

IN NO EVENT SHALL PELAGO'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO PELAGO FOR YOUR USE OF INTERVALS. IN NO EVENT SHALL PELAGO BE LIABLE TO ANYONE, INCLUDING YOU, FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OR FOR ANY INJURY, HARM OR LOSS OF ANY TYPE OF KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, INTERVALS, THE SITE, PRIVACY POLICY, CUSTOMER DATA, CONTENT, OR PUBLIC FORUMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE INTERVALS OR THE SITE, OR ANY CUSTOMER DATA OR CONTENT OBTAINED FROM OR THROUGH OR POSTED ON INTERVALS, ANY DELETION, ERASURE, LOSS, INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CUSTOMER DATA, OR IN ANY CONTENT ON THE SITE OR INTERVALS, EVEN IF PELAGO HAD BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ANY BREACH OR VIOLATION OF THE PRIVACY POLICY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

17. Representations and Warranties

You represent and warrant that You have the legal power and authority to enter into this Agreement. You also represent and warrant that You have the right and authority to use any trademark or other word(s) You select for inclusion in the URL assigned to Your account by Pelago.

18. Privacy Policy/Disclosure

Use of Intervals and the Site is governed by the Privacy Policy, the terms of which can be viewed in their entirety by clicking on the link provided above.

19. Modification of Terms

Pelago reserves the right to modify these Terms of Service or its policies and practices relating to Intervals or the Site, at any time, effective upon the posting of an updated version of these Terms of Service or the Site. You are responsible for regularly reviewing this Agreement. Pelago will notify You of any changes to these Terms of Service by making those changes on this Terms of Service, and revising the date in the Last Update paragraph, below. Continued use of Intervals or the Site after any such changes shall constitute Your consent to all such changes. Except as noted above, the Terms of Service may only be modified or amended in a writing signed by both You and Pelago.

20. Indemnification

You agree to indemnify and hold harmless Pelago, its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, licensors, and agents, from any and all claims, costs, damages, losses, liabilities, expenses (including attorney's fees and costs) and demands arising out of, or in connection with (i), Your conduct or use, or the conduct or use of anyone using a username or password assigned to You or Your account, of the Site, Intervals or Public Forums, or (ii) Content or Customer Data, including any disclosure of Content or Customer Data to third parties, or the posting of any Content or Customer Data on the Site, Intervals or in a Public Forum, or a claim that use or disclosure of the Customer Data or Content infringes the rights (intellectual property, trade secret, or otherwise) of, or has caused harm to a third party, (iii) the inclusion of any trademarks or other word(s) You select for inclusion in the URL assigned to Your account by Pelago, or the use or display of such URL; (iv) Your breach or alleged breach of these Terms of Service or the Privacy Policy, or (v) a claim which, if true, would constitute a violation by You of Your representations and warranties.

21. Assignment

This Agreement may not be assigned by You without the prior written approval of Pelago but may be assigned without Your consent by Pelago to (i) a parent or subsidiary; (ii) an acquirer of all or a portion of Pelago's assets; (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

22. General Provisions

  1. Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, agent, or employee of the other party for any purpose.
  2. Publicity: You grant Pelago the right to add Your name and company logo to the Site.
  3. Severability: If a court finds any provision of this Agreement invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in that provision, and the other provisions of this Agreement shall remain in full force and effect.
  4. Integration: This Agreement and the Privacy Policy constitute the entire agreement between You and Pelago and supersede all prior or contemporaneous proposals, agreements, negotiations, representations and understandings between You and Pelago regarding the subject matter contained in this Agreement and Privacy Policy. This Agreement may not be amended except in a writing signed by both You and Pelago.
  5. Waiver: The failure of Pelago to exercise or enforce any right or provision provided in this Agreement or the Privacy Policy shall not constitute a waiver of such right or provision or be a waiver of prior or subsequent rights.
  6. Attorney Fees and Expenses: In a dispute arising out of or in connection with this Agreement, the Site, Intervals or Privacy Policy, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures, except for disputes arising out of or in connection with Your failure to pay fees due Pelago, in which Pelago will, if it prevails, be entitled to all actual expenses of collection, including attorneys fees.
  7. Governing Law: This Agreement shall be governed by the laws of the State of California, without regard to the choice or conflicts of laws provisions of any jurisdiction.
  8. Jurisdiction: You and Pelago agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in Santa Barbara California in any action, claim, or dispute arising out of or in connection with this Agreement, the Privacy Policy, the Site or Intervals.
  9. Limitation of Action: Unless a shorter time period is specified elsewhere in these Terms of Service, You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Intervals, the Site, Terms of Service or Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.
  10. Titles: The paragraph titles of this Terms of Service are for convenience only and have no legal or contractual effect.
  11. Third Party Beneficiaries: There are no third party beneficiaries to this Agreement, and none are intended.

23. Last Update

These Terms of Service were last updated on July 25, 2014.

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