Thank you for using Time On Target’s products, services, websites, and apps which are branded as “Time On Target” or “Time On Target Services”.

These Terms of Service (“TOS”) contain the terms under which Time On Target and its affiliates provide their Services to you and describe how the Services may be accessed and used.

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

1. Time On Target's Services

Time On Target shall be available and shall provide the efforts as requested and outlined in the statement of work.

2. Consideration

You will pay Time On Target the rate outlined in the Statement of Work. Time On Target will provide you with an invoice. If your services include a monthly fee, you agree to set-up a monthly automatic debit or charge to Time On Target through your debit card or credit card.

3. Expenses

You agree to pay Time On Target for all approved expenses incurred while this Agreement exists. It is not uncommon for unforeseen expenses to arise. Time On Target shall contact you and obtain approval before incurring any expenses not listed in the Statement of Work.Time On Target shall submit written documentation and receipts itemizing the dates on which such expenses were incurred and you will pay for such expenses by separate check no later than 10 (ten) days after receipt of same.

4. Independent Contractor

Nothing herein shall be construed to create an employer-employee relationship between the parties. The consideration set forth above shall be the sole payment due for services rendered. It is understood that you will not withhold any amounts for payment of taxes from the compensation of Time On Target and that Time On Target will be solely responsible to pay all applicable taxes from said payments, including payments owed to its employees and subagents.

5. Representations and Warranties

Time On Target will make no representations, warranties, or commitments binding you without your prior written consent.

6. Intellectual Property

a. All work product shall be considered the result of background Intellectual Property (IP). Background IP shall mean Intellectual Property, proprietary information, or confidential know-how relevant to the Project which is in the possession of Time On Target prior to the commencement of the Project or generated after commencement of the Project but independent of the Project. Such product remains property of Time On Target, including, but not limited to ideas, inventions, improvements, discoveries, charts, drawings, specifications, notebooks, tracings, photographs, negatives, draft or final reports, finding, recommendations, data and memoranda.

b. Works published under Copyright of Time On Target during the term of this contract will remain copyright of the Time On Target, unless explicitly agreed within a statement of work or licensing agreement. Works developed by the Consultant under the Copyright of the Client during the term of this contract will remain copyright of the Client. Time On Target retains the right to use these works, at Time On Target’s absolute discretion, as part of Time On Target’s portfolio which will be used as a professional tool to display Time On Target’s abilities. Works described in the Statement of Work will be considered to be developed under Copyright of the Client.

7. Confidentiality

In the course of performing services, the parties recognize that employees of Time On Target may come in contact with or become familiar with information which you or your affiliates or subsidiaries may consider confidential. Time On Target agrees to keep all such information confidential and not to discuss or divulge any of it to anyone other than appropriate Client personnel or your designee.

8. Indemnification

You hereby agree to indemnify and hold Time On Target and its agents harmless from any and all claims, charges, debts, demands and lawsuits, including attorney's fees, relating to the job and the customer, including but not limited to warranty, product and workmanship claims. In no event shall either of the parties hereto be liable to the other for the payment of any consequential, indirect, or special damages, including lost profits.

9. Notice

Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, addressed to the other party's last known business address.

10. Entire Agreement

This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment, extension, or change of the Agreement shall be binding unless in writing and signed by both parties.

11. Binding Effect

This Agreement shall be binding upon and shall inure to the benefit of Time On Target and you and to the your successors and assignees. Nothing in this Agreement shall be construed to permit the assignment by Time On Target of any of its rights or obligations hereunder to any third party without the your prior written consent.

12. Miscellaneous

This Agreement shall be governed by the laws of the State of Minnesota. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. Time On Target shall be entitled to reimbursement of all reasonable attorneys’ fees in connection with any breach of this agreement.