Last Updated: October 9th, 2019
These Terms of Service (the “Terms”) is an agreement between you or the entity you represent (“you,” “your,” or “user”) and Time Clock Wizard, Inc., a company governed by the laws of State of Florida, USA (the “Company”, “we,” “our,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in these Terms in order to use Time Clock Wizard – an online time clock, employee scheduling, task management, and payroll solution – found at timeclockwizard.com (hereinafter referred to as the “Platform”) and services we provide via the Platform (“Services”). The Platform is both a website and a web-based software as a service (“SAAS”) that helps businesses streamline their employee scheduling, time tracking, task management, and payroll reporting in the most efficient way.
If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this these Terms and that such entity or organization is duly authorized to do business in the country or countries where it operates. In that event, “you,” “your,” or “user” will refer and apply to that entity.
YOUR ACCOUNT AND IDENTITY
Your Account. In order to use our Services, you must (i) register for an account on the Platform (“Account”), and (ii) provide certain information about yourself as requested by the Company in the online registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, (c) your use of the Platform does not violate any applicable laws, and (d) you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms.
You may close your Account at any time, for any reason, by following the instructions on the Platform. The Company may suspend or terminate your Account in accordance with the Term and Termination section of the present Terms.
Confidentiality and Security of Your Account. You shall be responsible for (i) maintaining and ensuring the confidentiality and security of your Account’s login information, and (ii) all activities that are conducted under your Account. You agree not to disclose your password to anyone and you shall be solely responsible for any use of or action taken through the use of such password on the Platform. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. By using your Account, you acknowledge and agree that the Company’s account security procedures are commercially reasonable. You agree to immediately notify the Company in the event of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security.
DCAA. WITH RESPECT TO DEFENSE CONTRACT AUDIT AGENCY (DCAA) COMPLIANCE ISSUES, DUE TO THE EVOLVING NATURE OF FEDERAL REGULATIONS, WE CANNOT MAKE, AND DO NOT MAKE, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICE WILL BE DCAA COMPLIANT. ACCORDINGLY, YOU ARE ENCOURAGED TO SEEK ADVICE AND PROPER COUNSEL FROM PERSONS SPECIALIZING IN DCAA AUDIT AND COMPLIANCE MATTERS TO INSURE YOUR COMPLIANCE WITH DCAA REQUIREMENTS.
END-USER LICENSE AGREEMENT
License. Subject to the terms and conditions of these Terms, the Company grants you a worldwide, non-transferable and non-exclusive license of the right to use the Platform.
Certain Restrictions. The right granted to you in the present Terms is subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive service; (d) you shall not remove or destroy any copyright notices or other proprietary markings found on the Platform. Any future release, update, or other addition to any of functionalities of the Platform shall be subject to the terms and conditions of these Terms.
Moreover, you agree not to use the Platform to: (a) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data; (b) collect information or data regarding other users, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); (c) disable, overburden, impair, or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of service attack); (d) attempt to gain unauthorized access to the Platform or servers or networks connected to the Platform (e.g., through password mining); or (e) interfere with another user’s use and enjoyment of the Platform.
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the operation of the Platform or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of operation of the Platform or any part thereof.
Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Platform (excluding your Content, as defined below). The Platform is licensed to you; this means that the Platform is under no circumstances sold/transferred to you. Indeed, the present Terms do not convey to you any rights of ownership in or related to the Platform. Our name, logo, and other names associated with the Platform belong to us (or our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in these Terms.
Content. “Content” shall mean any and all content (including, but not limited to, payroll reports, task lists, and screenshots) that a user of the Platform uploads the Platform. You are solely responsible for your Content. You assume all risks associated with the use of your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Content that makes you or any third party personally identifiable.
You agree not to use the Platform to upload, distribute, or otherwise use any Content in a way (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is tortious, trade libelous, defamatory, false, or intentionally misleading, (c) that is harassing, abusive, threatening, harmful, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, (d) that is harmful to minors in any way; (e) that constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (f) that violates any law, regulation, or contractual obligations.
The Company is not responsible for and does not control any Content. The Company has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to any Content. You interact with other Platform users and use any Content at your own risk.
PAYMENT TERMS, FEES & CANCELLATION
You may always find the information on our Service plans and pricing at timeclockwizard.com/pricing. All plans have 14-day free trials. No credit/debit card is required to enjoy a free trial. After a 14-day free trial period you must provide us with a valid credit/debit card or checking account information in order to continue enjoying our Services if you choose a paid plan. Your credit/debit card or checking account on file will be automatically charged the relevant Service fee every 14 days, beginning on the first day of your trial period expiration. You also may be provided an option to make an annual payment. If you cancel a payment or initiate an improper charge-back your Account may be suspended. The company may, at its sole discretion, modify pricing to account for any increase in costs relating to the maintenance, expansion and operation of the platform, including but not limited to hosting, server maintenance, security, client support, and general corporate operating expenses. Any modification to pricing shall be posted 14 days prior to billing at timeclockwizard.com/pricing.
Cancellation of a Service Plan. You may cancel your Service plan via your Account at any time and for any reason. All the fees are non-refundable, however, you will enjoy the Services under your Service plan until the end of the billing cycle.
General Data Protection Regulation
Data protection laws have recently changed in the European Union. In accordance with The General Data Protection Regulation (GDPR), we have instituted a Data Processing Agreement (DPA) which can be reviewed at https://www.timeclockwizard.com/dpa
THIRD PARTY SERVICES
The Company may, from time to time, promote third party services that we believe may be able to add value to you, your employees, or your business on the Platform. These Third Party Services are provided by companies and/or organizations that are separate from Time Clock Wizard. Any offers promoted on the Platform do not constitute an endorsement of or any relationship between the Company and any Third Party Service Provider. We do not warranty or endorse any service provided outside of the Platform. Before entering into any agreement with any Third Party Service Provider, we suggest that you perform your own due diligence outside of the Platform.
WARRANTIES & DISCLAIMERS
The Platform is provided on “as is” and “as available” basis and we (and our suppliers as well as any third party service providers we promote on our platform) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. the Company (and our suppliers as well as any third party service providers we promote on our platform) makes no warranty that the Platform or third party services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, complete, legal, or safe.
LIMITATIONS OF LIABILITY
IN NO EVENT SHALL WE (OR OUR SUPPLIERS OR ANY THIRD PARTY SERVICE PROVIDER PROMOTED ON THE PLATFORM) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE PLATFORM, OR ANY SERVICES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE PLATFORM OR SERVICES INCLUDING THIRD PARTY SERVICES PROMOTED ON THE PLATFORM ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA OR LOSS OF BUSINESS RESULTING THEREFROM.
CALIFORNIA RESIDENTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
You agree to defend us, indemnify us and hold harmless the Company, its subsidiaries, affiliates, officers, agents, employees, representatives and agents from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) your use of the Platform and/or Services, (ii) your Content, (iii) your violation of these Terms, or (iv) any claim, judgment, or adjudication that any Service or action or omission by you infringes proprietary rights or other rights of any third party or any other Platform user
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
TERM AND TERMINATION
Term. You hereby acknowledge and agree that these Terms shall come into force on the date you create an Account and will remain in force and effect until terminated in accordance with these Terms.
Termination. You may terminate these Terms at any time and for any reason by closing your Account on the Platform.
We may suspend your rights to use the Platform and Services and/or terminate these Terms, at any time and for any reason, at our sole discretion, with or without notice to you, including if we believe you have violated any provision of these Terms.
Upon termination of these Terms, your Account and right to use the Platform will automatically and immediately terminate. You understand that closure/termination of your Account involves deletion of your Content. We will not incur any liability whatsoever to you for any termination of these Terms, including for any termination of your Account or deletion of your Content. Termination shall not relieve you of the requirement to pay for any outstanding fees, which are non-refundable.
Modifications. No modification or amendment to these Terms shall be binding upon the Company unless in a written instrument signed/executed by a duly authorized representative of the Company.
Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
Assignment. We may assign, transfer or otherwise dispose of these Terms in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of these Terms shall be binding upon assignees.
Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, (i) the other provisions of these Terms will be unimpaired, and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Consent to Electronic Notices. You consent to the use of (a) electronic means to execute these Terms and to deliver any notices pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Platform or Services. Notices hereunder shall be invalid unless made in writing and given (a) by the Company via email (to the email address that you provide), (b) a posting on the Platform or (c) by you via email to [email protected] or to such other email addresses as the Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
Governing Law. These Terms shall be governed by the laws of State of Florida, USA without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the courts located in Palm Beach County, Florida, USA for the purpose of litigating all claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our rights in any court of competent jurisdiction.