Terms of Service

NEAR-TIME TERMS OF USE: BY CHECKING THE “I ACCEPT” BOX BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF NEAR-TIME’S ONLINE SERVICE, INCLUDING 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,” “CUSTOMER,” 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 MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.

As part of the Service, Near-Time will provide You with access and use of the Service, including a browser interface, data encryption, transmission, and storage. Your registration for, and Your use of, 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.

The Service is offered at www.near-time.net, and such offer is based upon the then current service and pricing terms as stated there.

1. Near-Time 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. 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 a paying for the Service and the edition of the Service that You are using.

2. Access Grant & Restrictions

Near-Time hereby grants You a personal, revocable, non-exclusive, non-transferable, worldwide right to access and use the Service, solely for Your own business purposes, subject to the terms and conditions of this Agreement and the Near-Time policies. All rights not expressly granted to You are reserved by Near-Time and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, commercially share, use for purposes of a service bureau, or otherwise commercially exploit or make available to any third party the Service or the Near-Time Content in any way, except only as provided in Section 24; (ii) modify or make derivative works based upon the Service or the Near-Time Content; (iii) create Internet “links” to the Service or “frame” or “mirror” 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 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 Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) violate the Near-Time policies governing the Service.

3. Your Responsibilities

You are responsible for all activity occurring in Your collaborative space(s) and under Your User account(s) (whether paying, as provided in Section 24, or non-paying) and shall abide by all applicable local, state, national, and applicable foreign laws, treaties, and regulations in connection with Your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify Near-Time immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Near-Time immediately, and use reasonable efforts to stop immediately, any copying or distribution of Content that is known or suspected by You or Your Users; and (iii) not impersonate another Near-Time User or provide false identity information to gain access to or use the Service.

You agree that (a) any and all access to the Service shall be subject to the terms and conditions of access provided by Near-Time herein and in the Near-Time policies, and (b) that You shall be responsible for enforcing such terms and conditions and Near-Time policies with respect to Your Users. Subject to the foregoing, You shall be solely responsible for the terms and conditions under which You grant access to Your collaborative spaces; however, such terms and conditions shall not be inconsistent with the terms and conditions of access provided by Near-Time, as well as the Near-Time policies. You will generally have the discretion to terminate a third-party User’s access to Your collaborative space.

4. Account Information; Customer Content

You represent and warrant that Your use of the Service and the Customer Content You provide shall comply with all applicable laws, this Agreement, and the Near-Time policies. You, not Near-Time, shall have sole responsibility for all aspects of the Customer Content, including, without limitation, responsibility for its accuracy, quality, integrity, legality, reliability, appropriateness, non-infringement, back-up storage, etc. Near-Time shall not be responsible or liable to any party for any aspect of 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 Customer Content. Near-Time reserves the right to withhold, remove and/or discard Customer Content without notice for any breach of this Agreement 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 Customer 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. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, the Near-Time Technology, the Near-Time Content, or the Intellectual Property Rights therein. The Near-Time name, the Near-Time logo, and the product names associated with the Service are trademarks of Near-Time or third parties, and no right or license is granted to use them. You shall own all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Content You provide, except that You hereby grant to Near-Time (a) during the term of this Agreement a non-transferable, non-exclusive license to use, reproduce, display, perform, distribute, create derivative works of, store, archive, etc. the Customer Content, to the extent reasonably necessary for provision of the Service to You, and (b) after the term of this Agreement, a non-exclusive license to use the Customer Content for back-up and archival purposes.

6. Third Party Interactions

During use of 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. Near-Time (and its licensors) shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between You and any such third-party. Near-Time does not endorse any sites on the Internet that are linked through the Service. Near-Time provides these links to You only as a matter of convenience, and in no event shall Near-Time or its licensors be responsible for any Content, products, or other materials on or available from such sites. Near-Time provides 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 to Your account 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 of the account plan selected for usage. Payments may be made annually or monthly, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all account plans ordered for the entire License Term, whether or not such User accounts are actively used. You must provide Near-Time with valid credit card, check or approved purchase order information as a condition to signing up for the Service. You may have as many accounts as You would like. Added accounts will be subject to the following: (i) added accounts will have their own Initial Term or renewal term; (ii) the fee for the added accounts will be the then current, generally applicable fee; and (iii) accounts added in the middle of a billing month will be charged in full for that billing month. Near-Time 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

Near-Time reserves the right to establish or modify its general practices, pricing and limits relating to storage of Customer Content.

9. Billing and Renewal

Near-Time charges and collects in advance for use of the Service. Near-Time 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 Near-Time has given You at least 30 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. Near-Time 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 Near-Time’s income.

You agree to provide Near-Time with complete and accurate billing and contact information. This information includes Your company’s 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, Near-Time reserves the right to terminate Your access to 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 us 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 Near-Time herein, Near-Time reserves the right to suspend or terminate this Agreement and Your access to the Service if Your account becomes delinquent (falls into arrears). The Service is suspended when it passes the expiration date 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 account plan, some functions may be turned off or the Service may be suspended. When the Service is suspended, the affected spaces 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 Near-Time 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.

Near-Time reserves the right to impose a reconnection fee in the event You are suspended and thereafter request access to the Service. You agree and acknowledge that Near-Time has no obligation to retain Customer Content and that such Customer 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 Near-Time.

Accounts can be cancelled at any time by the account owner by contacting . You acknowledge and agree that You are not entitled to any refund of fees and charges in the event You cancel Your account or the Service.

11. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date and expires on the Expiration date, depending upon the term of selected.

12. Termination for Cause

Any breach of Your payment obligations or unauthorized or unacceptable use of the Near-Time Technology or Service, as determined by Near-Time in its discretion, in view of this Agreement and the Near-Time policies, will be deemed a material breach of this Agreement. Near-Time, in its sole discretion, may terminate Your password, account or use of the Service if You breach or otherwise fail to comply with this Agreement. In addition, Near-Time may terminate a free account at any time in its sole discretion. You agree and acknowledge that Near-Time has no obligation to retain the Customer Content, and may delete such Customer 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 Near -Time policies and have not falsely identified Yourself nor provided any false information to gain access to the Service and that Your billing information is correct.

14. Mutual Indemnification

You shall indemnify and hold Near-Time, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless 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 Customer Content, Your actions or those of Your Users infringe the rights of any party, or has caused harm in any way; (ii) a claim, which if true, would constitute a violation by You of Your representations and warranties; or (iii) a claim arising from the breach by You (or Your Users) of this Agreement or the Near-Time policies, provided in any such case that Near-Time (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 Near-Time of all liability and such settlement does not affect Near-Time’s business or Service); (c) provides to You all available information and assistance; and (d) has not compromised or settled such claim.

Near-Time shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless 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 Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Near-Time of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Near-Time; provided that You (a) promptly give written notice of the claim to Near-Time; (b) give Near-Time sole control of the defense and settlement of the claim (provided that Near-Time may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to Near-Time all available information and assistance; and (d) have not compromised or settled such claim. Near-Time shall have no indemnification obligation, and You shall indemnify Near-Time pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any other products, service, hardware, or business process(s), or where You have modified the Service in any way.

15. Disclaimer of Warranties

NEAR-TIME AND ITS 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. NEAR-TIME AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) 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 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 SERVICE 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 NEAR-TIME AND ITS LICENSORS.

16. Internet Delays

THE NEAR-TIME SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NEAR-TIME IS NOT 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 THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH 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.

This site 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

Near-Time and its 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. This 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

Near-Time may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in Near-Time’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Near-Time’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 Near-Time (such notice shall be deemed given when received by Near-Time) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Near-Time at the following address: Near-Time, Inc., 1289 N. Fordham Blvd., Chapel Hill, N.C. 27514 to the attention of: Chief Executive Officer.

21. Modification to Terms

Near-Time reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement and the Near-Time policies. Continued use of the Service after any such changes shall constitute Your consent to such changes.

22. Assignment; Change in Control

This Agreement may be assigned by You to (i) a parent or subsidiary, (ii) an acquirer of substantially all of Your assets, or (iii) a successor by merger, so long as the assignee agrees to the then current terms and conditions of access to the Service and the Near-Time policies. Such assignment shall be effective upon written notice to Near-Time of the assignment and such agreement by the assignee. 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 Chapel Hill, 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 Near-Time as a result of this Agreement or access and use of the Service. The failure of Near-Time 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 Near-Time in writing. This Agreement, together with any applicable Order Form, and the Near-Time policies, comprises the entire agreement between You and Near-Time and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

24. Optional Access Charge

From time to time, Near-Time may offer optional programs or classes of the Service in which, if You elect to subscribe, You may charge third parties an access charge in return for access as a User into one or more of Your collaborative spaces. Such optional programs or classes of the Service shall be the exclusive means for You to charge third party Users, or to receive any consideration, for access to Your collaborative spaces. You hereby agree that You shall not receive any consideration for access to Your collaborative spaces except by subscription to one or more of such Near-Time programs or classes. You further agree that Near-Time may require Users paying access charges to agree to the Subscriber Terms of Use applicable to such Users as part of the ordering process. The current Subscriber Terms of Use are attached as Exhibit A. Near-Time reserves the right to modify such Subscriber Terms of Use in its discretion from time to time.

In general, within such programs You will have the discretion to establish the amount of such access charges and may offer a variety of pricing levels. Near-Time shall have the right to charge You a fee, generally calculated as a percentage of such access charges, in return for the increase in access to the Service such access charges represent. Near-Time may, from time to time, offer access to additional services, which may also be subject to additional fees.

All such access charges shall be paid directly by the third party User to Near-Time in a manner specified by Near-Time. Near-Time may then deduct any such fees that are applicable, and shall then periodically provide the net remaining access charges to You, as shall be provided within such program. Near-Time shall be entitled to offset any overdue amounts You owe to Near-Time from any access charges paid by Your third party Users. Near-Time may terminate access to the Service for any third party User that fails to pay the access charge.

As with non-paying Users, You agree that access to the Service shall be subject to the terms and conditions of access provided in this Agreement and in the Near-Time policies. If You terminate a paying third-party User’s access to Your collaborative space, You will be solely responsible for any refund due to the User from such termination. Also as with non-paying Users, You are responsible for all activity occurring in Your collaborative space and under Your User account(s) and You and Your Users shall abide by all applicable local, state, national, and applicable foreign laws, treaties, and regulations in connection with Your use of the Service.

25. 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, 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 Near-Time from time to time in its sole discretion.

Content means electronic audio and visual information, creative works, functional works, data, documents, software, files, web pages, etc.

Customer Content means any Content provided or submitted by You or Your 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 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 User accounts and otherwise administer Your use of the Service.

License Term(s) means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s)

Near-Time Content means Content made available to you You upon Your access to the Service or other Near-Time web site.

Order Form(s) means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses 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 North Carolina 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, or 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.

User(s) means Your employees, representatives, consultants, contractors, agents, or other parties who You have authorized to use the Service and, if applicable, have paid access charges for use of the Service. have been supplied user identifications and passwords by You (or by Near-Time at your request).