TERMS OF SERVICE
2. APPLICATION AND WEB APP
a. Applications. The “Timeero Application” shall mean the self-contained program and software provided by Timeero which offers time & location tracking access services. The “Applications” shall mean both the web and mobile applications and includes any newly-developed applications made available on the Site, and any upgrades, documentation, or other software which enables the use of the Applications.
b. Software Requirements. You are required to have a compatible mobile telephone or handheld device, internet access, and the necessary minimum specifications described in the documentation (the “Software Requirements”) to use the Applications or the Web
App. Timeero reserves the right to change the Software Requirements for the Applications or the Web App as it deems necessary in its sole discretion.
c. Timeero Web App. Timeero Web App (“Web App”) is a cloud-based solution accessible through any web browser. It provides a robust range of tools, including, but not reporting, HR management tools, user management, job management and time management. The Applications both integrate directly with the Web App and the Site.
d. Updates and Changes. In connection with providing the Services required under these Terms of Service, Timeero may elect to update the Applications, the Site, the Web App, or any other Services at any time. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Services. You agree that Timeero may automatically deliver such updates to you as part of the Services and you shall receive and install them as required. Any new features that augment or enhance the then-current Services shall also be subject to these Terms of Service. We reserve the sole right to either modify or discontinue the Site or any of the Services or features that might be available at any time with or without notice to you. We will not be liable to you or any third party should we exercise such a right.
3. MODIFICATIONS. We expressly reserve the right to change these Terms of Service from time to time by posting changes to these Terms of Service and including a list of changes made within the last six (6) months. Any changes posted to the Terms of Service shall be immediately binding upon any new user and binding after thirty (30) days upon an pre-existing user. Such posting shall constitute notice to you. You agree that it is your responsibility to review these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of this Site or any Services after such modifications will constitute acknowledgement of the modifications and agreement to abide and be bound by the revised Terms of Service. For questions about the Terms of Service please email email@example.com. Violation of any of the terms hereof may result in the suspension or termination of your account without a right to any refund.
5. ACCOUNT SECURITY. You are the sole authorized user of your account. You are solely and fully responsible for maintaining the confidentiality of your account information, including your account password. Therefore, you must take steps to ensure that others do not gain access to your password and account. You are also responsible for all activities that occur in connection with your account. If you suspect that any unauthorized party is using your account, you agree to notify us immediately. Also, you may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account. If you have employees, or other agents who will access the Services through your account, you are responsible to ensure that such individuals abide by these Terms of Service, and you agree to notify us immediately of any breach of these Terms of Service by any such individual.
6. TERM AND TERMINATION.
a. Term. By signing up for any of the plans (the “Plans”) set forth on https://timeero.com/pricing/ (the “Price and Plan Page”), you agree to pay us the applicable fees, as set forth in Section 7, for an initial term of one (1) month (the “Initial Term”) or annual payment based on the plan that was selected. Notwithstanding the foregoing, these Terms of Service will remain in full force and effect anytime you use the Site, the Applications, the Web App, and/or any other of our Services.
b. Company Termination. You agree that we may, in our sole discretion, terminate or suspend your access to all or part(s) of the Services with notice and for any reason that we believe in good faith to be a breach of these Terms of Service. If Timeero terminates or suspends your right to use the Services for any of these reasons, you will not be entitled to any refund of unused balance in your account. In addition to terminating or suspending your account, Timeero reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Furthermore, any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
c. Effect of Termination. Upon termination or suspension, regardless of the reasons therefore, your right to use the Services available on the Site, the Applications, and/or the Web App immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files on the Site, the Applications, and/or the Web App. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension. All provisions of this Agreement which by their nature would reasonably be anticipated to survive the expiration or termination of these Terms of Service shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Service.
7. PAYMENT FOR SERVICES.
a. Fees. By signing up for the Services, you agree to pay the fees disclosed on the Site (the “Fees”).
b. Refunds. All fees connected with our Services are non-refundable.
8. DISRUPTION OF SERVICES AND SERVICE LEVEL AGREEMENT. You acknowledge and agree that from time to time Services may be inaccessible or inoperable due to equipment malfunctions, periodic maintenance procedures, repairs or upgrades which Timeero may undertake from time to time, service malfunctions and causes beyond the reasonable control of Timeero or which are not reasonably foreseeable by Timeero, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to your hardware, Internet service provider, hostile network attacks, network congestion or other failures. Notwithstanding the foregoing.
9. THIRD PARTY INFORMATION OR CONTENT. Certain components or features of the Services may include materials from third parties and/or hyperlinks to other resources, websites, or content that is operated by companies that are not affiliated with Timeero. You acknowledge and agree that Timeero does not endorse or warrant the accuracy of any such sites or resources. You further acknowledge and agree that Timeero (i) is not responsible for the availability of such sites or resources; (ii) shall in no way be liable or responsible for any content, advertising, products or materials on or available from such sites or resources; and (iii) shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such content, advertising, products or materials on or available from such sites or resources.
11. INTELLECTUAL PROPERTY. Timeero owns and retains all intellectual property, trade secret, trademark, and other proprietary rights in the Site, the Applications, and/or the Web App (the “Intellectual Property Rights”). The look and feel of the Services is copyrighted by Timeero LLC. All rights reserved. Other than as expressly provided herein, Timeero makes no sale, transfer, or other conveyance of any of the Intellectual Property Rights. All goodwill that results from the use of the Services shall accrue solely to Timeero. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Timeero. Users are prohibited from copying, downloading, using, redesigning, reconfiguring, or retransmitting anything from the Site, the Applications, and/or the Web App without our express prior written consent. While you retain all rights to your content that you upload, you grant us and our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such materials for any purpose regardless of the form or medium (now known or not currently known) in which it is used, including but not limited to display on the Site for the purpose of demonstrating how our Services can be used, enjoyed, or consumed.
12. LICENSE AND SITE USE. Timeero grants you, subject to these Terms of Service, a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license to access the
Services for the purposes referenced on the Site. Your use of the Site and Services is subject to all applicable laws and regulations, and you are solely responsible to assure that your use of the Site and Services is in compliance therewith. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site, use of the Services, or access to the Services without the express written permission of Timeero LLC. The Site and Services may not be used in connection with promoting anything, which in our sole discretion is harmful, hateful, obscene, or unlawful. You must not use the Site or Services to transmit any worms, viruses, or any code of a destructive nature. You may access and use the Services for your direct business purposes only. The Services may not be used to provide consulting services to third parties, whether or not such parties are competitors to Timeero. You shall not modify, translate, disassemble, create derivative works based on, reverse-assemble, reverse-compile, or otherwise reverse-engineer the software or any Services in whole or in part, or otherwise use, copy, reproduce, or distribute any materials obtained through the use of the Services.
13. DISCLAIMERS. THE SERVICES ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TIMELINESS OF DATA TRANSMISSION, ACCURACY OF DATA OR DATA SETS, OR UPTIME AVAILABILITY. Timeero DOES NOT WARRANT THAT THE SERVICES WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS. Timeero SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OF ANY THIRD- PARTY DATA, AND YOU ACKNOWLEDGE THAT SUCH THIRD-PARTY DATA IS OUTSIDE OF Timeero CONTROL. Timeero DOES NOT WARRANT THAT THE SERVICES WILL ACCOMPLISH ANY OF YOUR SPECIFIC OBJECTIVES OR WILL OPERATE ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES OF THIS AGREEMENT. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL THEIR ESSENTIAL PURPOSE. YOU FURTHER AGREE THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, YOU WILL NOT HOLD Timeero LIABLE FOR ANY FAILURE OF THE SERVICES. YOU AGREE THAT YOU WILL NOT HOLD Timeero LIABLE FOR ANY
THIRD-PARTY INFORMATION EVEN IF SUCH INFORMATION IS DISPLAYED ON, THROUGH, OR IN CONNECTION WITH THE SERVICES. YOU AGREE THAT Timeero SHALL NOT BE RESPONSIBLE TO YOU FOR ANY DAMAGES CAUSED BY DATA PROVIDED BY THIRD PARTIES, DELAYS RESULTING FROM HARDWARE AND SYSTEMS OWNED AND CONTROLLED BY THIRD PARTIES (INCLUDING WITHOUT LIMITATION YOUR OWN DATA TRANSMISSION SPEEDS), DATA ENTRY ERRORS, USER ERRORS, OR ANY OTHER LIMITATIONS, ERRORS, OR DELAYS THAT ARISE DURING THE TERM OF THIS AGREEMENT THAT CANNOT BE PREVENTED OR MITIGATED BY Timeero.
14. LIMITATION OF LIABILITY. You acknowledge and agree that in no event shall Timeero be liable for any indirect, special, incidental, consequential (including, without limitation, lost profits, business interruption, or lost information), or other damages based in contract, tort or otherwise, arising out of your use of or inability to use the Applications, Web App, or Site, even if Timeero has been advised of the possibility of such damages. You further acknowledge and agree that Timeero is not liable to you for any damage or alteration to your equipment including, but not limited to, computer equipment, handheld device, or mobile telephones as a result of the installation or use of the Services.
16. INDEMNITY. You agree to defend, indemnify, and hold harmless Timeero, its affiliates, employees, officers, agents, managers, members and successors, and assigns from all damages and liability such persons may incur including, without limitation, reasonable attorneys’ fees, arising from or as a result of (i) you, or your Timeero representative’s, employee’s, agent’s, or a third party’s use of the Services under these Terms and Services, or (ii) any violation of law, including without limitation the provisions of the General Data Protection Regulation adopted by Europe and made effective May 25, 2018, by you, your employees, or agents. This obligation shall survive the termination or expiration of these Terms of Service and/or your use of the Services. Timeero agrees to defend, indemnify, and hold you harmless from all damages and liability you may incur, including, without limitation, reasonable attorneys’ fees, arising directly from or directly as a result of our (a) gross negligence, (b) intentional misconduct, or (c) violation of applicable law. In the event of any claim concerning the intellectual property rights of a third party that would prevent or limit the Company’s use of the Services, Contractor will, at its sole option, take one of the following actions at its sole expense:
procure for you the right to continue use of the Services or infringing part thereof; modify or amend the Services or infringing part thereof, or replace the Services
or infringing part thereof with a product having substantially the same or better capabilities; or
Terminate the Agreement and the Services and refund any Fees paid by you Services that you will be unable to use because of the infringement.
Notwithstanding the foregoing, our obligations pursuant to this Section shall not apply to any claims of infringement that arise, in whole or in part, because of changes made to the Services by you or any use of the Services not permitted by this Agreement. Our obligations pursuant to this Section are contingent upon you providing prompt notice (in no case more than ten days after receipt of a claim) to us of a claim under this provision. You agree that you will not make any admissions or settle any claim under this Section without our prior written consent.
15. SERVICE PROVIDER. You acknowledge that the terms of any agreement with your respective mobile network provider (“Mobile Provider”) will continue to apply when using the Applications. Consequently, you may be charged by your Mobile Provider, or any applicable
third parties, for access to its/their network connection services while you are accessing the Applications. You accept responsibility for any such charges that arise.
16. GENERAL PROVISIONS.
a. Entire Agreement; Amendment. These Terms of Service constitute the entire agreement between you and Timeero with respect to the subject matter hereof, and replaces, amends, and supersedes any prior agreements between you and Timeero pertaining to the subject matter hereof. It may only be amended as provided above in this Agreement or by written agreement signed by both parties hereto.
b. Governing Law. These Terms of Service will be governed and construed under the laws of the State of Utah without regard to conflict of laws. You agree to submit to the exclusive personal jurisdiction of the state and federal courts located within the State of Utah.
c. Waiver/Severability. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. If any provision of these Terms of Service is determined to be invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of these Terms of Service shall remain enforceable.
d. Force Majeure. Other than for the payment of Fees, if the performance of any part of these Terms of Service is prevented, hindered, delayed, or otherwise made impracticable by reason of any cause or event not within the reasonable control of such party and without its fault or negligence, that party shall be excused from such to the extent that it is prevented, hindered, or delayed by such causes.
e. Headings. The headings contained in these Terms of Service are for reference purposes only and do not affect in any way the meaning or interpretation of these Terms of Service.
f. Attorneys’ fees. If any dispute arises under this Agreement, the prevailing party in any litigation will be entitled to recover its reasonable attorneys’ fees and court costs from the other party.
This Agreement is between Timeero LLC and the Customer.
- Developer, and not ADP or its vendors, is solely responsible for providing, maintaining, supporting and updating the Application and its associated services. Developer shall provide product support for the Application. Customer may access support via the following means:
- DEVELOPER HEREBY DISCLAIMS ON BEHALF OF ADP AND APPDIRECT ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS OR WARRANTIES, AND ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
- Customer’s and End Users’ sole and exclusive remedies shall be against Developer. ADP and AppDirect shall have no liability or obligation to Customers or End Users.
- Customers and End Users will not (i) decompile or reverse engineer the ADP Marketplace or take any other action to discover the source code or underlying ideas or algorithm of any components thereof, (ii) copy the ADP Marketplace, (iii) post, publish or create derivative works based on the ADP Marketplace, or (iv) remove any copyright notice, trade or service marks, brand names and the like from the ADP Marketplace or related documentation.
- ADP and AppDirect are third party beneficiaries of the above described terms and each are entitled to enforce such terms as if they each were a party to this agreement.
- Subject to the remainder of this Section 7, Developer shall indemnify, defend and hold harmless Customer and its employees from and against any and all suits, actions, damages, costs, losses, expenses (including reasonable outside attorneys’ fees) and other liabilities (each, a “Claim”) arising from or in connection with allegations that the Application or any related services violates or infringes any intellectual property right of a third party, invades or infringes any right of privacy, or right of publicity, of any person or entity. Developer shall, at its sole expense, conduct the defense of any such Claim and all negotiations for its settlement or compromise; provided, however, that: (a) no settlement or compromise of such a Claim shall be entered into or agreed to without Customer’s prior approval (not to be unreasonably withheld or delayed): and (b) Customer shall have the right to participate, at its own expense, in the defense and/or settlement of any such Claim to the extent necessary to protect its own interests.