TERMS OF USE

The Terms of Use cover the Services offered by TimeClock 365 Ltd. and/or its subsidiaries and affiliates (referred to as “TimeClock 365 Ltd”, “we”, “our”, or “us”). Please review these Terms of Use (“Agreement”) thoroughly. This Agreement is a legal agreement between you and TimeClock 365 Ltd. By clicking “I Agree”, installing, accessing or using the Service you indicate acceptance of this Agreement electronically. It is a prerequisite to us the Services that you agree to this Agreement.

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

 “Intellectual Property Rights” shall mean copyrights, patents, utility models, trademarks, service marks, design rights, (whether registered or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other similar proprietary rights as may exist anywhere in the world.

“Services” shall mean services of TimeClock 365 Ltd, including but not limited to TimeClock365 and services of affiliates or other companies in the group and include sites, products mobile applications, desktop applications, software and terminals provided by TimeClock 365 Ltd and/ or affiliates and related group companies.

“User” shall mean any person, persons (natural or legal) or corporations using the Services.

“Content” shall mean any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services including without limitation any Content that Account Holders provide through using the Services.

“Software” shall mean any software incorporated into the Service.

1. AGREEMENT, REPRESENTATION AND WARRANTY

2.1. This Agreement describes the terms governing your use of Services. This Agreement includes by reference the Privacy Policy, Data Processing Agreement, any additional terms and conditions, which may include those from third parties and any terms such as a Sales Contract provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.

2.2. By accessing or using our Services you agree and warrant that you can form a binding contract with TimeClock 365 Ltd.

2.3. By entering into this agreement you agree and warrant that you are not a person who is prohibited from receiving the Services under the laws of Israel or any other applicable jurisdiction and you will comply with this Agreement and all applicable and regulations.

1. YOUR RIGHTS TO USE THE SERVICES

3.1. The Services are protected Intellectual Property Rights. You are only granted the right to use the Services and only for the purposes described by TimeClock 365 Ltd. TimeClock 365 Ltd reserves all other rights to the Services. Until termination of this Agreement and as long as you comply with this Agreement, including meeting any applicable payments obligations set out in the Distribution Agreement or any other agreement TimeClock 365 Ltd grants to you a personal, limited, non-exclusive, non-transferable right and license to use the Services.

3.2. By entering into this agreement you agree not to use, nor permit any third party to use, the Services in a manner that violates any legislation or this Agreement.

3.3. By entering into this Agreement you will not provide access to or give any part of the Services to any third party.

• By entering into this Agreement 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 file-sharing or application hosting service.

1. TRIAL VERSIONS

• If you registered have registered to use the Services for a trial period (“Trial Period”), you must decide to purchase a Services subscription within the Trial Period in order to retain any Content that you have entered and uploaded through the Services or created within the Services data file during the Trial Period. If you do not purchase a Services subscription by the end of the Trial Period, your Content may no longer be available to you and you may not be able to access or retrieve any of the data you added or created with the Services during the trial.

1. BETA FEATURES

5.1. From time to time, TimeClock 365 Ltd may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the Services for your use and which permit you to provide feedback. You understand and agree that your use of the Beta Features is voluntary and TimeClock 365 Ltd is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version.

• 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 and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your own risk and TimeClock 365 Ltd is not liable for any lost data.

1. CONTENT AND USE OF THE SERVICES

6.1. Responsibility for Content and Use of the Services.

1. By making your Content available through your use of the Services, you grant TimeClock 365 Ltd a global, royalty-free, non-exclusive license to host and use your Content.
2. You should make sure to archive Content frequently as you are responsible for any lost or unrecoverable Content. TimeClock 365 Ltd is not responsible for any of your Content that you submit through the Services.
3. 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:
   1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, state, federal or foreign law;
   2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
   3. Virus, Trojan horse, worm or other disruptive or harmful software or data; and
   4. Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

6.2. Restricted Use of the Services.

1. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of TimeClock 365 Ltd or could subject TimeClock 365 Ltd to liability to third parties, including: (i) unauthorised 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) unauthorised collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in TimeClock 365’s opinion, is prohibited under this Agreement; (v) any other activity that places TimeClock 365 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 an TimeClock 365 system or network or to breach TimeClock 365’s security or authentication measures, whether by passive or intrusive techniques.
2. TimeClock 365 Ltd reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

6.3.  You agree that TimeClock 365 Ltd may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant TimeClock 365 Ltd a perpetual, global, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty-free license to use the feedback you provide to TimeClock 365 Ltd in any way as TimeClock 365 Ltd see fit.

6.4.  TimeClock 365 Ltd may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purposes of (i) operating the Services, (ii) to ensure compliance with this Agreement, and (iii) to comply with applicable law or other legal requirements.

6.5. TimeClock 365 Ltd may disclose any information necessary to satisfy our legal obligations, to protect TimeClock 365 Ltd or its customers, or operate the Services properly. TimeClock 365 Ltd, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that is considered by TimeClock 365 Ltd to be unacceptable, undesirable, inappropriate, or in violation of this Agreement or any applicable laws.

1. USE OF SERVICES WITH YOUR MOBILE DEVICE

7.1. Use of these Services may be available through a compatible mobile device. To use the Services your mobile device may require Internet access (or mobile data roaming) and additional software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

TimeClock 365 Ltd shall make no warranties or representations of any kind, express, statutory or implied as to:

1. the availability of telecommunication services from your provider and access to the services at any time or from any location;
2. any loss, damage or security intrusion of the telecommunication services; and
3. any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the services.

1. RESTRICTIONS OF THE USE OF SERVICES.

• You shall have no right, title or interest in and to the Service or Software, which rights of ownership will always be held by TimeClock 365 Ltd.
• You acknowledge that the Service is not intended for permanent storage and agree not to use the Service for general archiving or backup purposes. If you are registering for the Service on behalf of an entity or organization, (i) you confirm such entity or organization is duly authorized to do business in the country or countries where it operates, (ii) you are an authorized representative of such entity or organization, and (ii) you agree that the employees, officers, representatives and other agents of such entity or organization accessing the Service are duly authorized to access the Service and to legally bind such entity or organization to these terms.

1. ADDITIONAL TERMS

9.1.  You may be offered other services, products, or promotions by TimeClock 365 Ltd (“Other TimeClock 365 Ltd Services”). For other TimeClock 365 Ltd Services, additional terms and conditions and fees may apply and an additional agreement will be entered into upon agreeing on Other TimeClock 365 Ltd Services.

9.2.  TimeClock 365 Ltd may be required by law to send you communications about the Services or third party products. You agree that TimeClock 365 Ltd may send these communications to you via email or by posting them on our websites.

9.3.  You are responsible for securely managing your password(s) for the Services and to contact TimeClock 365 Ltd if you become aware of any unauthorized access to your account. 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.

1. PAYMENTS

For Services offered on a payment or subscription basis, the payment terms set out in the Distribution Agreement shall apply.

1. NO REFUNDS.

The Service is billed in advance on a monthly basis and is NON-REFUNDABLE unless otherwise provided by TimeClock 365 Ltd. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account.

1. PERSONAL INFORMATION

12.1  You represent and warrant to us that:

1. You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to process the Personal Information in accordance with this Agreement and the Data Processing Agreement;
2. If you are providing Personal Information to us that is not personal to you, you agree that you have either provided the Data Subject notice or received permission from the Data Subject and have the appropriate legal basis, as required by applicable law, for us to:

(i) use, and/or disclose the personal information in accordance with the Data Processing Agreement;

(ii) move the data outside of the country of residence (or the EU/EEA) of such owner of the personal data, if applicable, pursuant to the Data Processing Agreement and the Privacy Policy;

(iii) provide the Personal Information to Third Party Products that you approve; and

(iv) otherwise use and disclose the Personal Information in accordance with this Agreement and the Data Processing Agreement.

1. If there is any discrepancy between this Agreement and the Data Processing Agreement with respect the collection, use, and/or disclosure of Customer Data (as defined in the Data Processing Agreement), the Data Processing Agreement will prevail and control the processing of Personal Data.
2. As a User, you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other TimeClock 365 Ltd customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not TimeClock 365 Ltd, for information and guidance purposes only, and TimeClock 365 Ltd and such User are not responsible in any way for your use the Account Content.
3. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that TimeClock 365 Ltd may use your telephone number or email for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve TimeClock 365 Ltd sending text messages containing security codes to your telephone number. You agree to receive these texts from TimeClock 365 Ltd containing security codes as part of the MFA process. In addition, you agree that TimeClock 365 Ltd may contact you via the telephone number provided with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.
4. DATA PROCESSING AND PRIVACY

13.1. By using the Services TimeClock 365 Ltd will be the Controller of Account Data including Personal Data on its own User as set out in the Privacy Policy, and you will be the Controller of any Personal Data and Customer Data that we Process on your behalf. We will process that Personal Information as a Processor in accordance with our Data Processing Agreement.

13.2. The terms “Account Data,” “Controller,” “Customer Data,” “Processor,” “Data Subject,” “Personal data” (also referred to as Personal Information in the Agreement) and “Processing” (and “Process”) referenced herein shall have the meanings given in the Data Processing Agreement.

13.3. By entering into this Agreement both parties agree to at all times comply with all relevant and applicable personal data legislation.

1. MISCELLANEOUS TERMS

• You acknowledge that the Service is not a payroll system and you agree to take full responsibility to validate the accuracy of data produced by the Service when used by you for your own payroll or billing purposes.
• You accept sole responsibility for ensuring compliance with all applicable laws and reporting requirements and hold TimeClock 365 Ltd harmless and indemnify TimeClock 365 Ltd from any and all payroll, tax, and labor compliance liabilities.

14.3. Certain features of the Service, including multiplying hours tracked by a monetary figure supplied by you, are provided for convenience and your reference only and do not and will not reflect the actual calculation of any payment payable by you to any person or entity and can never be relied on by you or any third person as such and are not warranted or guaranteed by TimeClock 365 Ltd to be a payroll calculation or any other payment calculation.

• All Services are intended solely for use as defined in this Agreement, and in the TimeClock 365 Ltd Privacy Statement, incorporated herein by reference, solely as a time record-keeping product by small business owners. Any other use of the product will not be in accordance with its intended design. All use of the product requires that any public disclosures, communication, characterizations, references to product name or uses of the product, references to TimeClock 365 Ltd, collection of data, or releases of information of any kind pertaining to the purchase or license of the product, are expressly prohibited and require prior written consent from TimeClock 365 Ltd

1. DISCLAIMER OF WARRANTIES

15.1. The use of the Services, Software, and Content is entirely at your own risk except as described in this agreement, the services are provided “as is”. To the maximum extent permitted by applicable law, TimeClock 365 Ltd, its affiliates, and its and their third party providers, licensors, distributors or suppliers (collectively, “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. TimeClock 365 Ltd and its affiliates and Suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 90 days from the date of purchase or delivery of the Services, whichever is sooner.

15.2. TimeClock 365 Ltd, 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 applicable laws or regulations.

1. LIMITATION OF LIABILITY AND INDEMNITY

16.1. To the maximum extent permitted by applicable law, the entire liability of TimeClock 365 Ltd, its affiliates and suppliers for all claims relating to this agreement shall be limited and capped to to the amount you paid for the services during the twelve (12) months prior to such claim. Subject to applicable law, TimeClock 365 Ltd, its affiliates and suppliers are not liable for any of the following:

(a) indirect, special, incidental, exemplary, punitive or consequential damages;

(b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet in systems requirements.

the above limitations apply even if TimeClock 365 Ltd and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of TimeClock 365 Ltd, its affiliates and your exclusive remedy with respect to the Services and its use.

16.2. You agree to indemnify and hold TimeClock 365 Ltd 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 this Agreement (collectively referred to as “Claims”). TimeClock 365 Ltd reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by TimeClock 365 Ltd in the defense of any Claims.

1. CHANGES

We reserve the right to modify this Agreement, at our sole discretion, at any time, and the modifications will be effective by the date mentioned in the new version of this Agreement or if no date is mentioned when posted through the Services or on our website for the Services or when you are notified by other means. We may also change or discontinue the Services, in whole or in part. As your continued use of the Services indicates your agreement to the modifications it is important that you review this Agreement whenever we modify.

1. TERMINATION

18.1. TimeClock 365 Ltd may, in its sole discretion and without notice, restrict, deny and/or terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuses, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable TimeClock 365 Ltd policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with TimeClock 365′ interests or those of another user of the Services.

18.2. Upon TimeClock 365 Ltd’ notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due immediately. Any termination of this Agreement shall not affect TimeClock 365′ rights to any payments due to it. TimeClock 365 Ltd may terminate a free account at any time.

18.3. Both parties may terminate this Agreement subject to the terms set out in the Distribution Agreement.

1. GOVERNING LAW AND FORUM

This Agreement is subject to and shall be governed by the laws of Israel and any dispute shall be subject to the exclusive jurisdiction of the Courts of Israel.

1. GENERAL

20.1.This Agreement including but not limited to all later addendums, the Privacy Policy, the Distributions Agreement and the Data Processing Agreement, is the entire agreement between you and TimeClock 365 Ltd regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. Any license of TimeClock 365 Ltd Software or purchase of TimeClock 365 Ltd Services and support are made pursuant solely to the terms and conditions of this Agreement. Notwithstanding the content of any purchase order, sales order, sales confirmation, or any other printed or pre-printed document relating to the subject matter herein, the terms and conditions contained in this Agreement shall take precedence over any contract or other document between you and TimeClock 365 Ltd, and shall be incorporated by reference into any subsequent purchase order, sales order, or contract, and any conflicting, inconsistent, or additional terms and conditions contained therein shall be null and void.

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

1. ASSIGNMENT

21.1. You may not assign or transfer or assign this Agreement to anyone without the written approval of TimeClock 365 Ltd. However, TimeClock 365 Ltd may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by TimeClock 365 Ltd or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer or assignment of this Agreement, please contact TimeClock 365 Ltd via an email at: info@timeclock365.com