Terms of Use

The Terms of Use ("Terms") cover the Services offered by TimeClock 365 Ltd., a company registered in Israel, company ID 516135183, with offices at 24 Hanagar St., Hod Hasharon, and/or its subsidiaries, Affiliates, and Distributors (referred to as "the Company", "we", "our", or "us"). The Company's legal entity with which you contract, and billed by, is determined by the Company, based on your location, the sales channel or Distributor through which you became aware of the Services, our business operations, and our sole judgment.

Please review these Terms thoroughly. These Terms constitute a binding legal agreement between you and the Company (this "Agreement"). By using our Websites or TimeClock 365 on any device and/or by installing our Mobile App or other Company applications, you accept these Terms.

The Company has developed and owns the Services (as defined below), incorporating Intellectual Property Rights in "TimeClock 365," an Internet-based Software platform suitable for employee management, access control, time, attendance, and location tracking of employees and contractors, project management, time-off and vacation management, expense management, and more. As a Software-as-a-Service, cloud-based platform, TimeClock 365's features develop and change over time.

You desire to license and use the Services (as defined below) upon the terms and conditions set forth in these Terms.

The Company and you agree as follows:

1. Definitions

• "Intellectual Property Rights" means ownership, title, interest, or other rights by law in any copyrights, patents, utility models, trade marks, service marks, design rights, database rights, proprietary information rights, and all other similar proprietary rights, whether registered or unregistered, as may exist anywhere in the world.
• "Services" means any services of the Company, including but not limited to TimeClock 365 and services of affiliates or other companies in the group, including Websites, Mobile App, desktop applications, embedded applications, as well as other Software and Equipment, training services, and any bespoke customizations and adaptations provided by the Company and/or by its subsidiaries or affiliates.
• "Mobile App" means TimeClock 365 mobile application, developed by the Company and available for installation and use on mobile phones and tablets through application stores, such as Google Play Store, Apple App Store, and Microsoft Apps.
• "Websites" means https://timeclock365.com, https://timeclock365.co.il, and any other website operated by the Company or its subsidiaries and affiliates, including any sub-domains.
• "Software" shall mean any software incorporated into the Services.
• "Account" means a registered account of a company or business for the use of Services, Software, and/or Equipment.
• "User" means any person or legal entity authorized to use the Services on behalf of the Account owner, as identified through unique login details.
• "Order" means any order, sales contract, or other request you make on our Websites, on TimeClock 365, or with our staff, for the purchase or licensing of Services, Software, or Equipment.
• "Subscription" means any Order for the use of the Services or Software, which might be recurring (e.g. monthly, quarterly, or annual), which will be renewed automatically at the end of each period unless terminated according to its conditions and these Terms.
• "Content" shall mean any data, information, materials, text, graphics, images, music, software, audio, video, or other files that are uploaded, transmitted, posted, generated, stored, processed, or otherwise made available by Accounts or Users through the Services.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with the Company. "Control," for purposes of this definition, means direct or indirect ownership or more than 50% of the voting interests of the legal entity.
• "Distributor" means a company or business that engages in the reselling of the Company's Services to customers in a certain geography, sales channel, or industry.
• "Equipment" means any hardware, including terminals, physical servers, or other equipment to be provided by the Company or on its behalf in association with the Services.
• "Privacy Policy" means our privacy policy, made part of these Terms by reference, and available at https://timeclock365.com/privacy-policy/.
• "Data Processing Agreement" means the data processing agreement, made part of these Terms by reference, and available at https://timeclock365.com/data-processing-agreement/.

2. General

These Terms govern your use of the Websites and Services. These Terms include by reference the Privacy Policy, Data Processing Agreement, and any additional terms and conditions set forth under any Order or Subscription.

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree and warrant that: (i) You can form a binding contract with the Company; and if you're creating an Account, that you can form a binding contract with the Company on behalf of the company or business that is the Account owner; (ii) You are not a person who is prohibited from receiving the Services under the laws of any applicable jurisdiction; and (iii) You will comply with these Terms and all applicable local, state, federal, national, and international laws, rules, and regulations.

By entering into this Agreement and accepting these Terms you agree and warrant that you are not a person who is prohibited from receiving the Services under any applicable law and that you will comply with these Terms and all applicable laws and regulations.

This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties.

3. Use of the Websites

You are solely and fully responsible for any use you make of the Websites and any decision you take based on the Website Information. You certify that you will have no claim against the Company with regard to the use of the Websites or reliance upon the Website Information.

You are also aware that the photos on the Website are presented for illustration only and that there might be differences between images on the Websites (for example screenshots of TimeClock 365) and their appearance on the actual platform.

Website Information and Intellectual Property Rights

The Websites include information of various sorts and categories, including verbal, visual, or audio content or any combination of them, as well as their design, processing, editing, dissemination and means of presentation, including texts, pictures, photographs, images, drawings, animations, video clips, charts, simulations, files, software, applications, symbols and icons (the "Website Information").

"TimeClock 365," "TimeClock," and Services names might be registered trademarks of the Company and/or its affiliates. All Intellectual Property Rights regarding the Website Information and Services are the exclusive property of the Company, or of third-parties who granted the Company authorization to use them. The Website Information is protected by copyright under Israeli law and foreign laws. Title to the Content remains with the Company.

Any use of the Website Information not expressly permitted by these Terms is a breach of these Terms and may violate Intellectual Property Rights and various laws. Except as stated in these Terms, none of the Website Information may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of the Company or its licensors. The Company authorizes you to view and download a single copy of the Website Information solely for your own lawful, personal, non-commercial use.

All rights not expressly granted in these Terms are reserved to the Company and its licensors. If you violate any of these Terms, your permission to use the Website Information automatically terminates and you must immediately destroy any copies you have made of any portion of the Website Information.

You may not, without the Company's written permission, "mirror" any Website Information on any other server. You may not use the Websites for any purpose that is unlawful or prohibited by these Terms. You may not use the Websites in any manner that could damage, disable, overburden, or impair the Websites or the Company, or interfere with any other party's use and enjoyment of the Websites. You may not attempt to gain unauthorized access to the Websites through hacking, password mining or any other means.

The Company reserves the right, in its sole discretion, to terminate your access to the Websites, at any time, for any reason or for no reason at all, without prior or other notice.

The Company shall not be held liable for the Website Information and nature of the information displayed and published on the Websites, and you will have no claims and/or demands against the Company in this respect. The Company does not undertake that the Website Information, and especially Website Information by third-parties, is complete, correct, accurate, or suited to your needs, purposes, or expectations.

Copyright Complaints

We respect the Intellectual Property Rights of others. If you believe that your work has been copied and is accessible on the Websites in a way that constitutes copyright infringement, you may notify us by providing our copyright agent the following information: an electronic or physical signature of the person authorized to act on behalf of the copyright owner; a description of the copyrighted work that you claim has been infringed; identification of the URL where the material that you claim is infringing is located; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized; and a statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Please send such notice to [email protected].

Links to Other Websites

The Websites contain links to other websites on the Internet that are owned and operated by third-parties. We do not control the information, products or services available on these third-party websites. The inclusion of any link does not imply our endorsement of the applicable website. We have no control over such websites and third-parties, so you agree that we are not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites, for any dealings between you and third-parties on such websites, or for the protection of your data privacy by third-parties.

4. Your Rights to Use the Services

The Company retains all Intellectual Property Rights in the Services and Software. All trademarks belong to their respective owners, and nothing in these Terms shall be construed as granting you any right to use any trademark, service mark, logo, or trade name of the Company or any third-party.

Other than the limited rights granted in these Terms, you shall have no right, title or interest in and to the Services or Software. You are only granted the right to use the Services and only for the purposes described by the Company. Until the termination of your Account or User, and as long as you comply with these Terms, including meeting any applicable payment obligations, we grant you a limited, non-exclusive, non-transferable right and license to use the Services.

You agree not to use, or permit any third party to use, the Services in a manner that violates any legislation or these Terms. You will not provide access to, or give any part of, the Services to any third party, other than setting access for other Users under your Account. You agree and warrant that you will not reproduce, modify, copy, sell, trade, lease, rent or resell the Services. Nor will you decompile, disassemble, or reverse engineer the Services or make the Services available on any cloud, file-sharing, or hosting service.

5. Account and User Management

In order for any User to access and use the Services, a business Account must be created by an Account owner. An Account owner can create Users under the Account, using the licenses in his TimeClock 365 Subscription. Certain Users may be designated as administrators for the Account, with varying permissions to control the Account and manage its Users, their access, or functionality.

Account and User information. Account owners enter information about the business operating the Account and information about its Users, such as names, roles, email addresses, and other data. Users may choose to add additional information to their profile, and would create data on the User and Account based on their usage of the Services. The Company reserves the right to refuse an Account or a User profile for any reason, at its sole discretion.

Account owners and Users with Administrator roles serve as authorized representatives of the business that is the Account owner and can set up, manage, restrict, and delete Users, according to their respective permissions. Administrators may view all of the User information and may access all data uploaded by Users to the Services. Administrators may also receive various reports based on Users' use of the Services.

Account owners and Administrators are fully responsible for the assignment of administrative privileges to individuals and Users on TimeClock 365 and for any subsequent implication, including visibility, sharing, and deleting of any available Content, personal data, reports, and other data. As an Account owner or Administrator, you agree to properly maintain and update the Users and Administrators on your TimeClock 365 dashboard.

You will be fully and solely responsible and accountable for any use of the Services, and any action you take on TimeClock 365, and if you are an Account owner or Administrator, also for any and all actions of your Users.

All terms and conditions in these Terms apply also to prospective customers, setting Accounts and Users as part of a trial period or demo phase, as well as to Accounts and Users that sign up for the Services through Distributors.

You allow us to display your business name and logo as the Company's customer on our Websites and other promotional materials. If you're not interested in such publicity, please inform us in writing by email upon registration or at your earliest convenience.

6. Content and Use of the Services

Responsibility for Content

When uploading Content to TimeClock 365, or processing Content on TimeClock 365, you attest that you have appropriate legal bases and all necessary permissions and approvals to process such Content in accordance to all applicable laws, including labor, data protection and privacy laws and regulations, also on behalf of your Account and business where applicable. If you're uploading any personal data, you hereby give consent for the processing of your personal data in accordance with our Privacy Policy.

By making your Content available through your use of the Services, you grant the Company a global, royalty-free, non-exclusive license to host and use your Content solely for the provision of the Services.

You acknowledge that TimeClock 365 is not a data retention or storage service. You should backup your Content frequently, as you are responsible for any Content, or loss of Content.

You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

• Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, or objectionable information or communications of any kind, including conduct that incites or threatens violence or creates criminal or civil liability under any local, state, federal, or foreign law;
• Content that would impersonate someone else or falsely represent you or another person's identity or qualifications, or that may constitute a breach of any individual's privacy; content that is illegally unfair or deceptive, or creates a safety or health risk;
• Virus, Trojan horse, worm or other disruptive or harmful software or data; and
• Any Content that you do not own or have the right to use without permission from the owners of the respective Intellectual Property Rights.

Location Tracking

TimeClock 365 enables Account owners to collect certain location information of its Users, such as device location upon punch-in and punch-out, and live location during the workday. All location information is handled in accordance with our Privacy Policy.

Account owners and Administrators have complete control over the activation of location tracking features, which are optional. Account owners are responsible for checking the applicable laws in their jurisdiction, and for attaining Users' consent and approval for the tracking of their location.

Location detection accuracy ranges from tens to hundreds of meters/feet, depending on the device, density of cellular antennas, satellite service accuracy, Wi-Fi activation and reach, and other technical factors. The Company shall not be responsible for any inaccuracies in location tracking.

Restricted Use of the Services

You shall not, and shall not permit any Users or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, or could subject the Company to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others' use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in the Company's opinion, is prohibited under these Terms or any law; (v) any other activity that places the Company in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of Company's systems or networks or to breach the Company's security or authentication measures.

You acknowledge that TimeClock 365 does not constitute a payroll system and you agree to take full responsibility to validate the accuracy of data produced by TimeClock 365 when used for payroll or billing purposes. The Company does not endorse, warrant, or guarantee any payroll or payment calculation of any kind.

You agree that the Company may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services. You grant the Company a perpetual, global, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to the Company in any way as the Company sees fit.

Embedded Software

TimeClock 365 and various Services may be available in an embedded model, where the Services are integrated into another application – such as Google Chrome, Microsoft Teams, or Slack. The performance of embedded Software depends, among other factors, on the embedding applications and their performance, communication services, Internet connectivity, computer and browser permissions, and security restrictions of networks and individual devices. The Company does not provide any commitments or warranties for the availability, functionality, or performance of embedded Software.

7. Equipment

In connection with the Services, the Company, either directly or through its affiliates or subcontractors, might provide you with Equipment set forth in the Order, to be installed in your premises and to operate in conjunction with the Services.

If you've bought the Equipment from the Company, then following your payment and delivery, the physical Equipment is your property (excluding the software and other Intellectual Property Rights in the Equipment). If you've leased the Equipment from the Company, the ownership in the Equipment remains ours, and you agree to return the Equipment to the Company upon termination of our Services for any reason. The Equipment is provided to you "AS IS" without any warranty of any kind.

The installation of the Equipment should be done by a professional installer, authorized by the Company and/or trained in such Equipment's installations, and having all required permits and certifications according to applicable law. The Company takes no responsibility or liability for the installation of the Device.

You are solely responsible for the safekeeping of the Equipment and any data captured by and processed on or through the Equipment – and especially biometric information captured by the Equipment. You have full control over the data captured by the Equipment and stored on the Equipment, including the ability to delete such data, and full control over the installation, placement, and operation of the Equipment at your premises. Arranging for a Device's appropriate electricity power and Internet connection is your responsibility.

If you bought the Equipment directly from the Company, you may return it and receive a refund within 14 days of the purchase date or the period stipulated by local laws, provided that the Equipment was not used and is returned in its original unopened package. Equipment that has been installed cannot be returned and installation costs are not refundable. You will bear any delivery costs of returned Equipment.

8. Updates and Beta Features

Occasionally, the Services may be unavailable for maintenance and updates. The Company endeavors to keep down-time as brief as possible. However, we cannot guarantee that the Services will be available to you at all times and we will not be liable to you for any losses or damages resulting from the interruption of your use of the Services.

The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive and accept these updates. We reserve the right, at any time, to discontinue or modify any aspect of the Software and TimeClock 365.

From time to time, the Company may, at its sole discretion, include new and/or updated beta features ("Beta Features") in the Services for your use and permit you to provide feedback. You understand and agree that your use of the Beta Features is voluntary and the Company is not obligated to provide you with any Beta Features. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data. You acknowledge and agree that all use of the Beta Features is at your own risk and the Company is not liable for any data loss.

9. Fees and Payment

TimeClock 365 and other Services are provided as paid services. The fees for the Services and Equipment will be in accordance with the applicable Order or Subscription, which will reflect any fee waivers or discounts where applicable.

Prices for TimeClock 365 Subscriptions and other Company Services vary and may change from time to time according to the Company's sole judgment. Account owners will be notified of any pricing change in advance. You may terminate your Account or Subscription if you disagree to the price change, otherwise your Subscription will renew at the then current price.

If you're an Account owner, you authorize the Company to charge your credit card or bank account for all fees payable at the beginning of each Term and all subsequent billing periods. You further authorize the Company to use third-parties to process payments and invoices and consent to the disclosure of your payment information to such third-parties. Should the Company incur any irregular extra charges relating to your fee payment, i.e. for payment cancellation, refusal, or chargeback, you agree to reimburse the Company for such charges.

All fees payable to the Company under these Terms are exclusive of sales tax, VAT, and other taxes and duties, which will be added to the applicable invoice. You will only be required to pay any taxes accurately listed in the respective invoices.

Your Subscription automatically renews at the end of each Subscription period, at the then-current rates, unless the Subscription is canceled or terminated according to these Terms. If you wish to terminate your Subscription or cancel your Account, please notify us at least 60 days before the end of your term via an email to [email protected] or through your Account dashboard.

The fees for the Services are non-refundable, unless expressly mentioned otherwise. There will be no refunds for partial usage or no usage of the Services, of a Subscription, or of unused licenses under a Subscription, nor for upgrades or downgrades.

If the Account owner fails to pay the fees within the time frame mentioned in the Order or Subscription, the unpaid due amounts will carry an additional 1.5% interest charge per month, or the maximum rate permitted by law, whichever is lower, as a late payment fee.

We reserve the right to terminate any Account if the fees are not paid for the Services for 30 days or more after they become due. The Company will delete all Account data according to the Data Processing Agreement.

Yearly Subscriptions are non-refundable, and any amounts paid in advance shall not be subject to reimbursement, except as explicitly stated below. Notwithstanding the foregoing, in limited cases and at the Company's sole discretion, if a refund request is submitted within thirty (30) days of purchasing the yearly plan, the Company may approve a partial refund, subject to the following conditions:

• The refund shall be calculated by deducting an amount equivalent to two (2) months of usage at the then-applicable standard monthly rate for the number of active users under the Subscription at the time of cancellation.
• The remainder of the prepaid annual fee shall be refunded to the original payment method, within a reasonable time following approval of the request.

10. Confidentiality

Either party will retain in confidence the Confidential Information of the other party. "Confidential Information" shall mean any personally identifiable information, non-public information, and Content during the Term and thereafter, as well as any information disclosed in circumstances of confidence, or that ought to be understood by the parties, exercising reasonable business judgment, to be confidential.

Each party will not disclose the Confidential Information of the other party to any third party, except as set forth herein and may not use it for any purpose other than to carry out the activities contemplated under the Agreement. Each party will take reasonable steps, and in no event will those steps be any less secure than the steps it uses to protect its own similar information (but no less than a reasonable degree of care), to ensure that the other party's Confidential Information is protected.

Each party may only disclose the other party's Confidential Information to its employees or third parties who assist with the execution of the Agreement (collectively "Representatives"), who have a need to know in connection with the Agreement and who have agreed to obligations of confidentiality that are no less restrictive than the obligations in the Agreement.

The restrictions set forth in this section will not apply to any information that: (a) was known to the receiving party without obligation of confidentiality prior to disclosure; (b) was in or entered the public domain through no fault of the receiving party; or (c) is disclosed to the receiving party by a third party legally entitled to make the disclosure without violation of any obligation of confidentiality.

To the extent that Confidential Information is required to be disclosed under applicable law or regulations, the receiving party may disclose such information after providing the disclosing party prompt notification of such request for disclosure, and shall disclose only that portion of Confidential Information that its legal counsel deems required to be disclosed.

Injunctive relief. You agree that any violation or threatened violation of your confidentiality obligations may cause irreparable injury to the Company for which money damages would be an insufficient remedy, therefore the Company will be entitled to seek injunctive relief, without the necessity of posting bond or proving actual damages, in addition to other appropriate legal remedies.

11. Security

The Company takes information security seriously, has ISO 27001 certification for information security management, and implements appropriate security standards to prevent unauthorized access, maintain data accuracy, and ensure the correct use of information.

You are fully and solely responsible for the security of your passwords, computer systems, desktop and mobile devices, and Equipment, and for all activity on the Account or User profile, as applicable, even if such activities were not committed by you.

Unauthorized Access. You agree to notify us immediately of any unauthorized use of your Account or User profile. The Company will not be liable for any losses or damage arising from unauthorized use of your Account or User profile.

Security or Data Protection Breach. You agree to notify the Company without delay of any potential security breach or data protection breach that you become aware of, such as unauthorized access to the Services, inappropriate permissions of Administrators or Users, and/or any misconduct that creates a risk to Account and User data or Intellectual Property Rights.

12. Privacy and Processing of Personal Information

You agree to our Privacy Policy, including receiving service and marketing communications by the Company. You may limit communications through the settings available in the Services, your device, or according to the ways provided in the Privacy Policy.

To the effect that you are a User under a business Account, you agree to the privacy policy of such business (usually your employer). If you have any issue regarding your personal information, please contact your Account owner (or employer) first.

Any Personal Data processed by the Company as a Data Processor on behalf of you as a Data Controller and in connection with the Services, will be subject to the terms and conditions of the Data Processing Agreement (DPA).

You agree, represent and warrant to us that:

• It is your sole responsibility to attain any consent, or other legal basis, for the processing of personal data, including medical and biometric Data of its employees, contractors, or other people using the Equipment, as the Data Controller for such data. You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for the Company to process the Personal Data in accordance with these Terms and the Data Processing Agreement.
• If you or your Users are providing Personal Data to the Company, you represent that you have either provided the Data Subject with appropriate notice or rely on appropriate legal bases, as required by applicable law, and that you have received consent from the Data Subject where needed, for the Company to process the Personal Data in accordance with the Data Processing Agreement.

If there is any discrepancy or conflict between these Terms and the Data Processing Agreement with respect to the Processing of Personal Data, the Data Processing Agreement will prevail.

For the removal of doubt, all Users must provide consent to these Terms and the Privacy Policy ahead of using the Services.

Any Personal Data collected by the Company as a Data Controller (e.g. for employee management, administrative purposes, billing, etc.) will be treated in the manner described in the Privacy Policy.

13. Training and Support

The Company offers certain documentation and tutorials to assist Account owners and Users with their onboarding. Further training can be purchased as a paid Service.

Support for TimeClock 365 will be provided by opening a support ticket on TimeClock 365 or by sending an email to [email protected]. Handling of support tickets and emails will be conducted during regular business hours, unless other service levels are mutually agreed in a specific Order or Subscription.

14. Disclaimer of Warranties

Your use of the Websites, Services, Software, Mobile App, and Content is entirely at your own discretion and own risk. Except as described in these Terms, the Services are provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by applicable law, the Company, its affiliates, and its and their third party providers, licensors, distributors or suppliers disclaim all warranties, express or implied, including any warranty that the services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality of content in or linked to the Services.

The Company and its affiliates and suppliers do not warrant that the Services are secure from breach, free from bugs, viruses, interruption, errors, theft or destruction. The Company, its affiliates and suppliers disclaim any representations or warranties that your use of the Services will satisfy or ensure compliance with any legal obligations or laws or regulations.

15. Limitation of Liability

To the maximum extent permitted by applicable law, the entire liability of the Company, its affiliates and suppliers for all claims relating to these Terms and the provision of Services shall be limited and capped to the amount payable for the Services (excluding any Equipment sale) during the twelve (12) months prior to such claim. Subject to applicable law, the Company, its affiliates and suppliers shall not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or damages relating to failures of telecommunications, the internet, electronic communications, loss of business, revenue, profits or investment, or use of software or hardware that does not meet the Software requirements.

The above limitations apply even if a party has been advised of the possibility of such damages. These Terms set forth the entire liability of the Company.

16. Indemnification

You agree to indemnify and hold the Company and its affiliates and suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of these Terms. The Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any such claims. You agree to reasonably cooperate as requested by the Company in the defense of any such claims.

17. Term and Termination

These Terms shall enter into effect upon the earliest of (i) your use of the Websites; (ii) your registration to the Services, by starting an Account or making an Order or Subscription; or (iii) installing the Mobile App or using TimeClock 365, and will remain in effect for as long as you use the Websites, or have an active Order or Subscription to use the Services ("Term").

The Company may, in its reasonable discretion, restrict, deny and/or terminate these Terms or suspend the Services, effective immediately, in whole or in part, if we determine that your use of the Services raises a security concern to the Services or is deemed to be an illegal, prohibited, or breaching or contradicting these Terms. We will make best efforts to notify you prior to such restriction, denial, or termination, and if not possible, promptly following such action.

The Company may terminate these Terms immediately (i) upon the institution of insolvency, receivership or bankruptcy proceedings relating to you, your company, or your business, or any other proceedings for the settlement of debts which is not removed within 30 days; (ii) upon making an assignment of your rights for the benefit of creditors; or (iii) upon your company's dissolution or ceasing to do business.

Upon termination or expiration of these Terms for any reason: (i) the Company will cease from providing the Services, the license granted to you under these Terms shall expire, and you shall discontinue all further use of the Services; (ii) you will be responsible to backup any Content and other data from TimeClock 365, and the Company shall delete all Content and Personal Data provided by you pursuant to these Terms, other than data that it has a legal obligation or legal basis to retain; (iii) any sums paid by you until the date of termination are non-refundable, and you shall not be relieved of your duty to discharge in full all due sums you owe. Termination of these Terms shall not limit the Company from pursuing any other remedies available to it under the applicable law.

The provisions of these Terms that, by their nature and content, must survive any expiration or termination shall survive, including the provisions regarding Confidentiality (Section 10), Processing of Personal Information (Section 12), Limitation of Liability (Section 15), Indemnification (Section 16), and Termination (Section 17).

18. Miscellaneous

Compliance with Laws. Each party shall be responsible to comply, at its own expense, with local, state, national and international laws and regulations, including without limitation laws regarding data protection, security, and privacy and with all governmental approvals, licenses, permits and authorizations which may be required with regards to its rights and obligations hereunder.

Governing Law and Forum. These Terms are subject to and shall be governed by the laws of Israel and any dispute shall be subject to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel.

Entire Agreement. These Terms, including all its exhibits, addendums, and referenced documents herein, make for the entire agreement between you and the Company regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

Changes to these Terms. We reserve the right to modify these Terms, in our sole discretion, at any time, and the modifications will be effective when posted through the Services, our Websites, and Mobile App, or when we notify you by other means. Your continued use of the Services indicates your agreement to the modifications made.

Force Majeure. The Company shall not have any liability to you whether in contract, warranty, tort (including negligence), or any other form of liability for failing to render the Services or to perform its obligations under these Terms to the extent that such failure is a result of a force majeure event.

Severability. If any court of law, having the jurisdiction, rules that any part of these Terms is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.

No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Assignment. You will not assign your rights and obligations under these Terms without the Company's prior consent. Any assignment in violation of this section shall be void. The Company may, however, assign or transfer its rights and obligations to a third-party without your consent.

You acknowledge that you have read these Terms and hereby agree to be bound by them. These Terms will become effective upon your acceptance by electronic acknowledgment on the Website or on TimeClock 365.

Contact us. You can always contact us directly from the TimeClock 365 dashboard. For any question or matter regarding these Terms or the Services, or if you wish to report any Intellectual Property Rights infringement, privacy violation, you may contact us at [email protected].