Thanks for using TIMU Spaces! These Customer Terms of Service (the “Customer Terms”) govern your access and use of our online workplace collaboration services, websites, and client software that we make available to you (the “Services”).
Please read these Customer Terms carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a workspace (i.e., a digital space where a group of users may access the Services) set up by a Customer, the Team Member Terms of Service (the “Team Member Terms”) (located at https://www.timu.com/legal-notices/team-member-terms-of-service) govern your access and use of the Services.
These Customer Terms and any Order Form (as defined below) are a legally binding contract (“Agreement”) between you and TIMU, LLC (“TIMU”, "TIMU Spaces"). As part of these Customer Terms, “We”, “our” and “us” refers to the TIMU.
“Customer” is the organization that you represent in agreeing to the Agreement. If you are setting up a workspace for your individual purposes (and not for any organization with which you are affiliated), the “Customer” is you, individually. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven't formed a company yet, you are the Customer. If you are entering this Agreement on behalf of any organization, you represent and warrant that you have the authority to bind such organization to these terms.
Individuals authorized by Customer to access the Services (each, a “Team Member”) may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. Customer may also manage how Team Members access and use the Services. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate workspaces or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Customer is solely responsible for and must(a) inform Team Members of all Customer policies and practices, terms of the Agreement, and any settings that may impact or are relevant to the processing of Customer Data or use of the Services; and (b) ensure the transfer of Customer Data to us and our processing of Customer Data is lawful.
Ordering Team Subscriptions
A subscription to start a team allows a Team Member to access the Services. No matter the role, a subscription is required for each Team Member. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between Customer and us (each, an “Order Form”). Each Team Member must agree to the Team Member Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Team Member for a specified term and is personal to that Team Member. If, in our discretion, we determine that we need to modify the Customer Term as part of Customer entering into an Order Form, such modifications will be specifically spelled out and agreed to in a written and signed Order Form.
Team Member or Customer Feedback
The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer assigns to us (on behalf of itself and all of its Team Members and any other Customer personnel) all right, title, and interest in any such feedback or suggestions, and Customer acknowledges that we can use such feedback and suggestions for any purpose without any obligation or compensation to Customer, any Team Member or other Customer personnel.
Third Party Products
Our Services may include third party applications, services, or content (individually referred to as a “Third Party Product”). Any use of Third Party Products is governed solely by the end-user license terms or use agreement that applies to such Third Party Products, and Customer understands and agrees that (a) TIMU does not control Third Party Products, (b) TIMU makes no warranties with respect to Third Party Products, and (c) TIMU has no liability with respect to Customer’s use of Third Party Products. If a Third Party Product is enabled for Customer’s workspace, please be mindful of any Customer Data that will be shared with the third party provider because the third party provider will use that Customer Data pursuant to its terms. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Third Party Product.
Use of the Services
Customer must comply with the Agreement and ensure that its Team Members comply with the Agreement and the Team Member Terms. Customer will remain liable to us for all Team Members’ uses of the Services, including any breaches of this Agreement and the Team Member Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way Customer or its Team Members choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of sixteen. Customer must ensure that all Team Members are over sixteen years old. Customer is solely responsible for providing all necessary hardware, applications and high speed internet service for itself and its Team Members to access and use the Services. Customer must not use, disclose, transmit or otherwise process any “Protected Health Information” as defined in HIPAA (“PHI”) through the Services. Customer agrees that we cannot support and have no liability for PHI received from Customer, notwithstanding anything to the contrary herein
Our Removal and Suspension Rights
If we believe that there is a violation of the Agreement that can simply be remedied by Customer’s removal of certain Customer Data or Customer’s disabling of a Third Party Product, we will, in most cases, ask Customer to take direct action rather than intervene. However, in our sole discretion, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we reasonably believe the Services could be impacted or there is a risk of harm to us, the Services, Team Members, our other customers or any other third parties.
Additionally, we may suspend a Team Member’s access to the Services if we reasonably determine or suspect that (a) there is a threat to the integrity, availability, security or other attack on any of the Services or (b) the Team Member’s use of the Services violates the terms of the Agreement (or Team Member Terms) or otherwise disrupts or poses a security risk to the Services (any such suspension, a “Service Suspension”). We will use commercially reasonable efforts to provide written notice to Customer prior to any Service Suspension. We will use commercially reasonable efforts to resume providing access to the Team Member as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Our right to implement a Service Suspension does not limit or restrict any of our other rights in this Agreement, including any termination rights.
For Customers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Agreement, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
If any undisputed fees owed to us by Customer are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans or disable Customer’s access until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding our responsibilities under the “Services” section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data.
If Customer reasonably and in good faith disputes any fees owed to us, then Customer must provide us with written notice of the dispute (including an explanation of why Customer is disputing the fees) before the due date for the applicable invoice. We will work in good faith with you to resolve any such fee disputes.
Provisioning of Services
Protecting Customer Data
The protection of Customer Data is a top priority for us so we will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect such Customer Data. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will take reasonable steps to ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Team Members or Third Party Products do with Customer Data, which is Customer’s sole responsibility.
We may leverage our employees, those of our corporate affiliates and third party contractors (our “Representatives”) in exercising our rights and performing our obligations under the Agreement. We will be responsible for each Representative’s compliance with our obligations under the Agreement.
We do not own any Customer Data. Subject to the terms and conditions of the Agreement, Customer (for itself and all of its Team Members) grants us and the Representative a worldwide, non-exclusive, royalty free, fully paid-up license to access, store, use, process, copy, distribute, perform, export and display Customer Data only (a) to provide, maintain, and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as permitted by law or required by a court order; and (d) as expressly permitted in writing by Customer (including this Agreement). Customer represents and warrants that it has secured all rights in and to Customer Data from its Team Members (and any other third party) as may be necessary to provide the Customer Data to us and grant us this license.
You acknowledge and agree that we may monitor Team Members’ use of the Services and collect and compile aggregate and anonymous data and information derived from, based on or otherwise related to Customer Data and Team Members’ use of the Services, including statistical and performance information related to the provision and operation of the Services (“Statistics“). We own all right, title, and interest in Statistics, including all intellectual property rights therein, and we may use Statistics for any purpose permitted under applicable law.
License to Use TIMU Intellectual Property
We own and will continue to own the Services, including all related content, source code, and object code, as well as all related worldwide patent, trademark, copyright and other intellectual property rights. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Team Members to access and use the object code version of the Services, but solely in accordance with the Agreement and the Team Member Terms. All of our rights not expressly granted by this license are hereby retained.
As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Agreement remains effective until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions and all Order Forms.
Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the length of the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
Termination for Cause
We or Customer may terminate the Agreement on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Team Member, including for any breaches of this Agreement (or the Team Member Terms) caused by its Team Members. We may also terminate the Agreement immediately if (a) we reasonably believe that the Services are being used by Customer or its Team Members in violation of applicable law; (b) Customer or its Team Members breach the Agreement (or Team Member Terms) in a manner that is not capable of being cured; or (c) Customer becomes insolvent, files or has filed against it, a petition for voluntary or involuntary bankruptcy, makes or seeks to make a general assignment for the benefit of its creditors or applies for or has appointed a receiver, trustee, custodian, or similar agent.
Termination Without Cause
Either party may terminate a free subscriptions immediately without cause upon written notice to the other party.
Effect of Termination
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination. After termination or expiration of Customer’s subscription for any reason, Customer and its Team Members shall cease all use of the Services.
Data Portability and Deletion
During the term of a workspace’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of the Agreement (including any workspace subscriptions), we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.
Customer represents and warrants that it has validly entered into the Agreement and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Team Members and their compliance with the terms of this Agreement and the Team Member Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TIMU EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, ARISING FROM OR RELATING TO THE AGREEMENT AND THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE NON-INFRINGING, CONTINUOUS, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE
WITHOUT LIMITING THE OTHER TERMS OF THE AGREEMENT, IN NO EVENT WILL TIMU OR ITS REPRESENTATIVES BE LIABLE TO CUSTOMER, TEAM MEMBERS OR ANY THIRD PARTY FOR CLAIMS OR DAMAGES ARISING FROM OR RELATING TO (a) THE CORRUPTION, UNAUTHORIZED DISCLOSURE OR ERASURE OF CUSTOMER DATA; (b) THE LOSS OF CUSTOMER DATA, INABILITY TO ACCESS THE SERVICES, INABILITY TO TRANSMIT OR RECEIVE DATA, OR DELAYS, NON-DELIVERY OR SERVICE INTERRUPTIONS DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF TIMU, INCLUDING, TELECOMMUNICATIONS FAILURES OR INTERNET SERVICE PROVIDER LIMITATIONS; (d) ERRORS OR INACCURACIES IN CUSTOMER DATA; OR (d) ERRORS, DEFECTS OR NON-CONFORMITIES IN THE SERVICES CAUSED, DIRECTLY OR INDIRECTLY, BY NETWORKS, COMPUTERS, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT OR OTHER DEVICES LOCATED OR USED BY CUSTOMER AND TEAM MEMBERS.
IN NO EVENT WILL TIMU OR ITS REPRESENTATIVES’ BE LIABLE TO CUSTOMER, TEAM MEMBERS OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN IN CONNECTION WITH TIMU’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER TIMU OR ITS REPRESENTATIVES’ ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement and the pricing for the Services.
We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify and hold harmless Customer from and against all out-of-pocket settlements, judgments, damages, losses, costs, and expenses (including reasonable attorney’s fees) incurred in connection with or as a result of a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Third Party Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control (using counsel reasonably acceptable to Customer), and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the Representatives for, any Claim Against Customer.
In the event we reasonably believe that the Services may infringe or misappropriate any intellectual property rights, we may, in our sole discretion, (a) modify the Services to render them non-infringing, or (b) obtain a license for Customer and Team Members to continue using the allegedly infringing portion of the Services, or (c) terminate the Agreement and refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination
Customer will defend TIMU and its Representatives (collectively, the “TIMU Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to (a) Customer’s or any of its Team Members’ violation of the Agreement or the Team Member Terms (or allegations that if true, would amount to a violation) and (b) allegations that the Customer Data infringes or misappropriates a third party’s intellectual property, privacy or other proprietary rights (each, a “Claim Against Us”), and will indemnify and hold harmless the TIMU Indemnified Parties from and against all out-of-pocket settlements, judgments, damages, losses, costs, and expenses (including reasonable attorney’s fees) incurred in connection with or as a result of a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control (using counsel reasonably acceptable to us), and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the TIMU Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party’s failure to provide prompt written notice of any claim shall only relieve the indemnifying party of its indemnification obligations to the extent prejudiced by such untimely notice, (b) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (c) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time.
Except for Customer’s payment obligations, neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Agreement.
Notices; Email and TIMU Messages
Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to TIMU will be sent to firstname.lastname@example.org, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent via certified mail to:
Attn: General Counsel
100 North Tryon Street, Suite 4700,
Charlotte, NC 28202-4003
Survival and Severability
Customer may not assign any of your rights or delegate your obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign this Agreement in its entirety (including all terms and conditions incorporated herein by reference) for any reason without notice and without Customer’s consent.
Governing Law and Jurisdiction
Customer agrees that the Agreement and its use of the Services are governed by the laws of the State of California, USA without regard to conflicts of laws rules, the United Nations Convention on the International Sale of Goods, and Article 2 of the Uniform Commercial Code. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts located in Orange County, CA in in all disputes arising out of, relating to, or concerning the Agreement and Services.
The Agreement is expressly made subject to all laws, regulations, orders and other restrictions on the export from the United States of software, hardware or technical information which may be imposed from time to time by the United States government.
The Agreement, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by Customer or any Team Member. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any),(2) the Customer Terms and (3) finally any other documents or pages referenced in the Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.
Please also feel free to contact us if you have any questions about the Agreement or TIMU’s Team Member Terms of Service. You may contact us at email@example.com or at our mailing address below:
20 Pacifica, Suite 1000,
Irvine, California 92618