These Terms of Service (“Terms of Service”) describe the rights and responsibilities of Ntrepid Corporation (“Ntrepid”) and of Authorized User and Customer (as such terms are defined herein) regarding Ntrepid’s Timestream service, which provides a means to organize and visualize a timeline of events, along with their associated documents and descriptions (the “Service”).

By accessing and using the Service, Authorized User agrees that these Terms of Service govern access and use of the Service and are a legally binding contract between Ntrepid and Authorized User. These Terms of Service and any Order Form (as defined herein) together also form a legally binding contract between Ntrepid and Customer.

  1. Definitions. Capitalized terms used in these Terms of Service and not otherwise defined shall have the following meanings:

Authorized User” means an individual who has a obtained or been provided a Subscription to access and use the Service pursuant to the terms and conditions set forth in these Terms of Service.

Customer” means an individual or entity that has purchased one or more fee-based Subscriptions on the terms and conditions set forth in these Terms of Service.

File” means a document, zip file, video, hyperlink and other data or information that can be stored in the “File Library” part of the Service.

Ntrepid Intellectual Property” means the patents, patent applications, trade secrets, copyrights, trademarks, technology, inventions, methodologies, know-how, proprietary or confidential information and software used by Ntrepid in connection with providing the Service.

Service Tier” means a specific number of Timelines, File storage limits and available features, which a Customer may select when purchasing a fee-based Subscription and for which Ntrepid charges different Subscription Fees.

Subscription” means an authorization for an individual to access and use the Service on the terms and conditions set forth in these Terms of Service. A Subscription can be free or fee-based.

Subscription Fee” means the fee paid by Customer for a fee-based Subscription.

Timeline” means a single time visualization case provided in the Service.

  1. Subscription-Based Service. To access and use the Service, an individual must have a Subscription and must agree to these Terms of Service to activate that Subscription. Each Subscription commences when Ntrepid makes it available to an Authorized User and continues until it is cancelled or terminated either by the Authorized User, the Customer or Ntrepid in accordance with these Terms of Service.
  2. Free Subscriptions.
    • A free Subscription allows a single Authorized User to access and use the Service for up to the number of Timelines and Files permitted in the Service dashboard.
    • An Authorized User, who is accessing and using the Service on a free Subscription and who wants to use the Service for more than the number of Timelines or Files permitted in the Service dashboard or with features not offered as part of a free Subscription, must purchase a fee-based Subscription for the Service Tier providing the desired number of Timelines, Files and/or features.
    • An Authorized User, who is accessing the using the Service on a free Subscription and who wants to invite and authorize other individuals to access and use the Service as a team, also must purchase a team fee-based Subscription, which will include a fee for each member of the team (including the Authorized User purchasing the team fee-based Subscription).
    • When an Authorized User, who has been accessing and using the Service on a free Subscription, purchases any fee-based Subscription, that Authorized User also becomes a Customer for the purpose of these Terms of Service.
  3. Fee-Based Subscriptions.
    • Customer may purchase fee-based Subscriptions through the Service dashboard, or in some cases, via an order form entered into between Customer and Ntrepid (each, an “Order Form”).
    • If Customer wishes to authorize more individuals to access and use the Service than the number of Authorized Users for whom Customer has purchased Subscriptions, Customer must purchase additional Subscriptions and pay the then applicable Subscription Fee.
    • If Customer wishes to use the Service with more Timelines, Files or features than permitted by the Subscription Tier applicable to the Subscription that Customer has purchased, Customer may upgrade the Subscription to a higher Subscription Tier through the Service dashboard or via an Order Form by paying the Subscription Fee for the higher Subscription Tier.
    • Customer agrees that its purchase of any fee-based Subscription is not contingent on the incorporation into the Service of any future functionality or features or dependent on any oral or written public comments made by Ntrepid regarding future functionality or features. Customer acknowledges that the Service is constantly evolving, the form, nature and features of the Service may change from time to time without prior notice, and any changes to the Service are subject to these Terms of Service.
    • More information on Service Tiers, pricing, and procuring Subscriptions can be accessed on the Service dashboard or https://timestream.ntrepidcorp.com, and Customer may view its current Subscriptions and billing information at any time in the account administration settings on the Service dashboard.
  4. Fee-Based Subscription Term. Unless otherwise agreed in an Order Form, (i) each fee-based Subscription allows one (1) Authorized User to access and use the Service for an initial term of one (1) month and must be renewed monthly thereafter to allow such Authorized User to continue to access and use the Service, and (ii) all fee-based Subscriptions automatically renew (without the need to go through the Service dashboard “check-out” or execute a renewal Order Form) for additional renewal terms of one (1) month unless Customer provides Ntrepid notice of non-renewal in the account administration area of the Service dashboard at least fifteen (15) days prior the end of the initial and any renewal term.
  5. Obligations of Customer and Authorized User.
    • Customer and Authorized User shall at all times provide and maintain in good working order their own Internet access and all equipment necessary to access and use the Service, other than the server hardware and software used by Ntrepid to provide the Service. Customer is responsible for the use of the Service, including, without limitation, authorizing and managing Authorized Users for whom Customer has purchased fee-based Subscriptions.
    • Customer and Authorized User shall be responsible for, and shall take all reasonable steps necessary in order to, establish and implement any and all measures needed to control access to the Service, including limiting access to passwords used to access the Service, and Ntrepid shall have no liability to Customer, Authorized User or any third party for Customer’s or Authorized User’s failure to prevent any unauthorized access or use of the Service.
  6. Restrictions on Use of the Service.
    • Customer and Authorized User agrees not to: (a) use the Service or any Ntrepid Intellectual Property to create any product or service that competes with the Service or any component of the Service; (b) allow any third party to access or use the Service on a “service bureau,” hosted application, or other basis; (c) use the Service for the purpose of violating, or in a manner that violates, any foreign, federal, state or local law or regulation, including without limitation storing on the Service any information regarding an individual in violation of such individual’s privacy rights; (d) export or re-export the Service in violation of any applicable export control laws of the U.S. or other jurisdictions; (e) use the Service in a manner that infringes or violates any intellectual property rights, publicity, privacy, confidentiality, contractual or other rights; (f) use the Service to display, transmit, or store information that is defamatory, offensive, misleading, false, harmful to minors, or obscene; or (g) share individual logins and passwords for the Service in an attempt to permit a greater number of individuals to access and use the Service than the number of Subscriptions for which the applicable Subscription Fee has been paid.
    • No Subscription issued hereunder shall authorize, and neither Authorized User nor Customer shall permit, use of the Service by or for persons subject to U.S. economic sanctions administered by the U.S. Department of The Treasury, Office of Foreign Assets Control (“OFAC”), including persons located in, and governments and representatives of embargoed and sanctioned countries, and persons listed as Specially Designated Nationals by OFAC.
  7. Intellectual Property Rights. Ntrepid reserves all rights not expressly granted to Customer and Authorized User under these Terms of Service. Without limiting the foregoing, Ntrepid retains and reserves sole and exclusive worldwide rights, title, ownership and interest in and to the Service and all Ntrepid Intellectual Property. All patents, copyrights, trademarks, trade secrets and other Ntrepid Intellectual Property and rights therein are and shall remain sole and exclusive property of Ntrepid.
  8. Customer Data.
    • As described in the Timestream Privacy Policy, Ntrepid will maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of any data stored by Customer or Authorized User on the Service, and, except as required by law or legal process, Ntrepid will not share with third parties any such data.
    • If Ntrepid believes that there is a violation of these Terms of Service or any of Ntrepid’s other policies that can simply be remedied by removing certain data stored by Customer or Authorized User on the Service or taking other action, Ntrepid will, in most cases, ask Customer or Authorized User to take action rather than intervene. Ntrepid may directly step in and take what Ntrepid determines to be appropriate action (including disabling a Subscription) if Customer or Authorized User does not take appropriate action or Ntrepid believes there is a credible risk of harm to Ntrepid, the Service or any third parties or that such action is required by applicable law.
  9. Claims of Copyright Infringement.
    • Ntrepid takes claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (”DMCA”). If Authorized User believes that material he or she uploaded and stored on the Service was removed or access to it was disabled by mistake or misidentification, Authorized User may file a counter-notification with Ntrepid (a “Counter-Notice”) by submitting written notification to Ntrepid’s copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
      • Authorized User’s physical or electronic signature;
      • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
      • Adequate information by which Ntrepid can contact Authorized User (including his or he name, postal address, telephone number, and, if available, email address);
      • A statement under penalty of perjury by Authorized User that he or she has a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
      • A statement that Authorized User will consent to the jurisdiction of the Federal District Court for the judicial district in which Authorized User’s address is located (or if Authorized User resides outside the United States for any judicial district in which the Service’s Website may be found) and that Authorized User will accept service from the person (or an agent of that person) who provided Ntrepid with the complaint at issue.
    • Completed Counter-Notices should be sent to:

Joshua Linder
Ntrepid Corporation
12801 Worldgate Drive, Suite #800
Herndon, VA 20170
timestream@ntrepidcorp.com
(571) 612-8300

  • If Authorized User knowingly materially misrepresents that material or activity stored on the Service by Authorized User was removed or disabled by mistake or misidentification, Authorized User may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
  • It is Ntrepid’s policy in appropriate circumstances to disable and/or terminate access and use of the Service by Authorized Users who are repeat infringers.
  1. Subscription Fees.
    • The Subscription Fee for each Subscription Tier is specified on the Service dashboard and https://timestream.ntrepidcorp.com
    • Ntrepid reserves the right to increase from time to time the Subscription Fee applicable to future purchases of additional or upgraded Subscriptions; however, the Subscription Fee for any automatic renewal term will remain the same as it was during the immediately prior term.
    • Subscription 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 Subscription purchases, except for those taxes based on Ntrepid’s net income.
  2. Payment Terms.
    • All Subscription Fees must be paid in advance unless otherwise agreed by Ntrepid in the Order Form. If Ntrepid agrees in an Order Form to invoice Customer for Subscription Fees, full payment must be received within thirty (30) days from the invoice date, with payments submitted according to the payment instructions provided on the applicable invoice.
    • If Customer purchases a fee-based Subscription through the Service dashboard, Customer must use a credit card as Customer’s payment method and provide Ntrepid a valid, up-to-date credit card number and other payment information in the account administrative area of the dashboard and by providing such credit card number and information, shall be deemed to have authorized Ntrepid to charge that credit card for the applicable Subscription Fee on the first day of the Subscription’s initial one-month term and each renewal term.
    • Customer is responsible for maintaining up-to-date payment information in the account administration area of the Service dashboard.
    • If Ntrepid cannot charge Customer’s credit card for any Subscription Fee when due because Customer’s payment information is no longer valid and up-to-date or if Ntrepid does not receive Customer’s payment of a Subscription Fee when due, Ntrepid may temporarily suspend or terminate access and use of the Service by any Authorized User whose Subscription is past due because Customer has not paid the Subscription Fee for such Subscription when due.
    • Late payment of Subscription Fees incur interest charges on any outstanding balance at the rate of 1% per month or the maximum amount permitted by applicable law, whichever is less.
  3. Cancellation of Subscriptions.
    • An Authorized User, who is accessing and using the Service on a free Subscription, may cancel that Subscription at any time using the cancellation procedure available through the account administration area of the Service dashboard.
    • Customer may cancel a fee-based Subscription at any time before the end of the then-current Subscription term using the cancellation procedure available through the account administration area of the Service dashboard. In the event that Customer cancels a fee-based Subscription before the end of any Subscription term, Ntrepid will refund to Customer the unused portion of the Subscription Fee pre-paid by Customer for that fee-based Subscription and any subsequent Subscription term.
  4. Termination of Subscriptions. Ntrepid may terminate any Subscription procured by Customer or used by Authorized User if Customer or Authorized User breaches any of obligations under Section 7 or materially breaches any other provision of these Terms of Services, which breach is not cured within thirty (30) days from receipt of written notice from Ntrepid. Termination of a fee-based Subscription by Ntrepid shall not relieve Customer of its obligations to pay any amounts then due Ntrepid and shall not entitle Customer to a refund of any Subscription Fee or other amounts paid in connection with such Subscription(s).
  5. Effect of Cancellation or Termination of a Subscription.
    • Upon cancellation or termination of his or her Subscription for any reason, Authorized User shall cease using the Service, and Ntrepid may immediately disable and discontinue Authorized User’s access to and use of the Service without additional notice to Customer and Authorized User; provided that Authorized User shall be able to access the Service for one (1) year after the cancellation or termination of the Subscription for the sole purpose of downloading Files that Authorized User has stored in the Service’s “File Library,” subject to any limitations that may have been imposed by the customer who purchased such Subscription on Authorized User’s right to download such Files.
    • After the first anniversary of the cancellation or termination of a Subscription, Ntrepid shall have no obligation to maintain any Files uploaded and stored in the “File Library” pursuant to the cancelled or terminated Subscription and shall be entitled to delete or destroy all copies of such Files, unless prohibited by law.
    • Cancellation or termination of a Subscription shall not release a party from liability for a breach by that party of its obligations under these Terms of Service prior to or in connection with such cancellation or termination.
  6. Support and Maintenance.
    • Ntrepid will provide support for any disruption of Service in accordance with this Section 16. Ntrepid support shall be provided via e-mail and online chat. Authorized User will report any suspected disruption in the Service to Timestream Support through the online ticketing system or by email, and Ntrepid will log all such reports into a central tracking database. Ntrepid will use commercially reasonable efforts to respond to support requests and correct any performance issues with the Service as soon as reasonably practicable.
    • Ntrepid shall not be responsible for providing support if any issue with performance of the Service is caused by (i) malfunction of Authorized User’s equipment or access to the Internet, (ii) abnormal use or (iii) any other cause not directly attributable to Ntrepid.
    • To the extent that the source of a Service disruption is within the exclusive control of Ntrepid, Ntrepid will remedy the disruption within one business day of determining its source. If the source of the disruption is not within the exclusive control of Ntrepid, Ntrepid will notify Authorized User and attempt to identify the likely source of the disruption, if and to the extent Ntrepid is able to identify the likely source, and will cooperate with attempts by the responsible third party to resolve the source of the disruption as soon as possible.
    • Customer and Authorized User shall cooperate with Ntrepid as reasonably requested to the extent necessary for Ntrepid to provide the support contemplated by this Section 16.
    • A knowledge base and support ticketing system are available online through the Timestream Help Center located at http://help.timestream.co to handle support related requests. Additionally, email can be sent to i0nasype@incoming.intercom.io. Tickets submitted through the online support ticketing systems or sent via email will be responded to within twenty-four (24) hours of receipt.
    • Authorized User will be notified if the Service will be made unavailable for maintenance purposes. In limited and rare circumstances, Ntrepid reserves the right to perform unscheduled emergency maintenance without advance notice to address critical system issues or major security updates. During the maintenance window, Authorized User may not be able to access the Service.
  7. Events Beyond Ntrepid’s Control. Notwithstanding anything to the contrary contained these Terms of Service, Ntrepid shall not be liable for any Service disruption, Service delays, or any other event caused by Customer’s or Authorized User’s negligence, lack of cooperation or failure to comply with these Terms of Service. Without limiting the generality of the foregoing, Ntrepid shall not be held responsible for any internet accessibility issues beyond the control of Ntrepid including but not limited to service outages affecting Customer or Authorized User.
  8. Indemnification by Ntrepid.
    • Ntrepid will defend Customer and Authorized User against any claim, demand, suit or proceeding (a “Claim”) made or brought against Customer or Authorized User by a third party alleging that the use of the Service in accordance with these Terms of Service infringes or misappropriates such third party’s intellectual property rights and will indemnify Customer and Authorized User from any damages, attorney fees and costs finally awarded against Customer or Authorized User as a result of, or for amounts paid by Customer or Authorized User under a court-approved settlement of, such Claim, provided Customer or Authorized User (i) promptly gives Ntrepid written notice of such Claim, (ii) gives Ntrepid sole control of the defense and settlement of such Claim (except that Ntrepid may not settle any such Claim unless it unconditionally releases Customer or Authorized User of all liability), and (iii) gives Ntrepid all reasonable assistance, at Ntrepid’s expense.
    • If Ntrepid receives information about an infringement or misappropriation claim related to the Service, Ntrepid may in its discretion and at no cost to Customer or Authorized User (i) modify the Service so that it no longer infringes or misappropriates (ii) obtain a license for Customer’s or Authorized User’s continued use of the Service in accordance with these Terms of Service, (iii) terminate the Subscription for the Service upon 30 days’ written notice, and (iv) refund to Customer any prepaid Subscription Fees covering the remainder of the term of the terminated Subscription.
    • The defense and indemnification obligations contemplated by this Section 18 do not apply to the extent such Claim arises from Customer’s or Authorized User’s data or Customer’s or Authorized User’s breach of these Terms of Service.
    • This Section 18 states Ntrepid’s sole liability to Customer and Authorized User, and Customer’s and Authorized User’s exclusive remedy against Ntrepid, for any type of Claim described in this Section 18.
  9. Indemnification by Customer and Authorized User. Customer and Authorized User will defend Ntrepid and its affiliates, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Ntrepid Indemnified Parties”) from and against any and all third party Claims arising from or related to Customer’s or Authorized User’s violation of these Terms of Service and will indemnify the Ntrepid Indemnified Parties from any damages, attorney fees and costs finally awarded against the Ntrepid Indemnified Parties as a result of, or for amounts paid by the Ntrepid Indemnified Parties under a court-approved settlement of, such Claim, provided the Ntrepid Indemnified Parties (i) promptly gives Customer and Authorized User written notice of such Claim, (ii) gives Customer and Authorized User sole control of the defense and settlement of such Claim (except that Customer and Authorized User may not settle any such Claim unless it unconditionally releases the Ntrepid Indemnified Parties of all liability), and (iii) gives Customer and Authorized User all reasonable assistance, at Customer’s and Authorized User’s expense.
  10. Injunctive Relief. Authorized User acknowledges and agrees that (i) money damages are not a sufficient remedy for any breach of Section 7(a) by Authorized User and (ii) any breach of Section 7(a) by Customer or Authorized User will cause irreparable harm to Ntrepid. In addition to all other remedies which Ntrepid may have, Ntrepid will be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach without the need to post any bond. Customer shall be responsible for any breach of Section 7(a) by its officers, directors, employees, legal and financial advisors, accountants and other agents and representatives, whether or not they are acting within their authority or on Customer’s behalf.
  11. WARRANTY DISCLAIMER. CUSTOMER AND AUTHORIZED USER ACKNOWLEDGE THAT NTREPID IS MAKING THE SERVICES AVAILABLE “AS IS.” ACCORDINGLY NTREPID DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE, NTREPID MAKES NO WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SERVICE, AND NTREPID EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  12. Limitations of Liability. In no event shall Ntrepid be liable to Customer or Authorized User for any indirect, special, punitive, exemplary, incidental or consequential damages (including, but not limited to, lost profits, loss of business opportunity, loss or corruption of data, or equipment down-time) of any kind or nature whatsoever, regardless of the legal theory under which such damages are sought (including, but not limited to, contract, warranty, tort or strict liability) arising out of or in connection with these Terms of Service or Customer’s or Authorized User’s access and use, or inability to access and use the Service, even if Ntrepid had been advised of the possibility of such damages or even if such damages were reasonably foreseeable. Notwithstanding anything to the contrary in these Terms of Service, under no circumstances shall Ntrepid’s total aggregate and cumulative liability exceed the greater of $100.00 or one-half of the Subscription Fees paid to Ntrepid for the Service for the twelve months immediately preceding the date that earliest event that gave rise to such liability first occurred.
  13. Term.
    • The term of these Terms of Service shall commence upon Ntrepid’s issuance of the initial Subscription hereunder and shall expire when the last Subscription issued by Ntrepid hereunder shall have been cancelled in accordance with Section 13 or terminated in accordance with Section 14.
    • The following provisions of these Terms of Service and the rights and obligations expressed therein will survive expiration of the Term: (i) Section 1 and any other definitions provided elsewhere in these Terms of Service and (ii) Sections 6(b), 8, 9, 15, 17, 18, 19, 20, 21, 22 and 24.
  14. Miscellaneous.
    • Customer and Authorized User grants to Ntrepid a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized User relating to the operation of the Service.
    • Any legal notice, request, consent, demand, offer or other communication required or permitted to be given or made under these Terms of Service shall be in writing and delivered via e-mail to legal@ntrepidcorp.com. Any notice related to feedback on or use of the Service shall be in writing and delivered via e-mail to i0nasype@incoming.intercom.io. The foregoing communications shall be deemed given upon successful delivery of the transmission as evidenced by transmission records.
    • The parties to these Terms of Service are independent contractors and will have no power to bind the other party or to create any obligation or responsibility on behalf of the other party or in the other party.   These Terms of Service shall not be construed as creating any partnership, joint venture, agency, or any other form of legal association that would impose liability upon one party for the act or failure to act of the other party.
    • Neither party shall, without the prior written consent of the other party which shall not be unreasonably withheld, assign or transfer these Terms of Service or any rights arising therefrom. Any attempt to assign or transfer these Terms of Service without first obtaining such written consent will be void and of no force and effect. Notwithstanding the foregoing, Ntrepid may assign these Terms of Service by merger, reorganization, consolidation, or sale of all or substantially all its assets. Nothing in these Terms of Service shall be deemed to create any right or benefit in any person not a party hereto.
    • The section and subsection headings used in these Terms of Service are for reference and convenience only and shall not be used in the interpretation of these Terms of Service. Reference in these Terms of Service to a particular numbered or lettered “Section” shall be deemed to be a reference to that numbered or lettered section or subsection of these Terms of Service and all numbered or lettered subsections within the referenced section or subsection.
    • No delay or omission by either party to exercise any right or power with respect to any of the terms, provisions or conditions of these Terms of Service will impair any right or power or be construed to be a waiver thereof. A waiver by either party of any of the terms, provisions or conditions of these Terms of Service will not be construed to be a waiver of any other term, provision or condition hereof. No waiver of any rights of a party under these Terms of Service will be effective unless set forth in a writing signed by such party.
    • If any provision of these Terms of Service is held to be unlawful or invalid under applicable law, then such provision will be ineffective only to the extent of such illegality or invalidity, without invalidating the remainder of such provision or any of the remaining terms, provisions or conditions of these Terms of Service.
    • These Terms of Service shall be governed by the laws of the Commonwealth of Virginia without regard to the choice of law principles thereof or the United Nations Convention on the International Sale of Goods.
    • These Terms of Service, including the Customer’s selections in the Order Form, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, concerning this subject matter.