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Legal

Our governance, agreements, and privacy policy

Governance

Vendors

Terms and Conditions

These Vendor Terms and Conditions govern your vendor agreement with TimeClock Plus “the Company” and you “Vendor” as identified in the applicable service order form or vendor agreement (collectively the “Agreement”). The Agreement identifies the Vendor’s goods and/or services provided as well as other details of the order. The Agreement may also refer to documents which may apply to the products or services the Company has selected. The Agreement, any applicable referenced documents, the Company’s Anti-Corruption Policy, and these Vendor Terms and Conditions constitute the complete agreement and supersede any prior discussions or representations regarding Company orders. Where the terms of the Agreement conflict with these Vendor Terms and Conditions, the Agreement will have priority, however in all Company procurement matters the TimeClock Plus Anti-Corruption Policy shall apply.

  1. Invoices. The Company operates according to the following policies regarding invoices:
    • The Company agrees to make payments of all undisputed amounts within thirty (30) days from receipt of all invoices unless otherwise agreed to in the Agreement.
    • Vendor must submit all invoice to:

      TimeClock Plus
      Attn: Accounts Payable
      1 Time Clock Drive
      San Angelo, TX 76904

      Or by email to: [email protected]

      Vendor should not send invoices via both methods. The invoice must clearly show Vendor’s name, address, telephone number, logo (where applicable), a reference to TimeClock Plus, and Vendor’s invoice number. The invoice must also show Vendor’s specific product and/or service being provided in addition to its cost and delivery point. If the invoice does not conform to the above requirements, payment may be delayed until an undisputed invoice is received.

    • All invoice discrepancies between Vendor and the Company must be resolved within 90 days of invoice.
  2. Changes in Costs and Substitutions.
    • Any changes in the cost of a product or service must be agreed upon between the parties prior to the submission of the invoice reflecting the price changes. If the invoice is submitted with higher-than agreed-upon prices, the invoice will be paid by the Company at the lesser rate (undisputed amount) and the Vendor shall not assess late fees for any such invoice.
    • Any substitution for products or services ordered from Vendor will not be paid by the Company unless Vendor notifies the Company in writing and the Company has agreed to any such substitutions.
  3. Delivery of Products and Services. Vendor shall notify the Company immediately by telephone with a subsequent notice in writing if Vendor reasonably expects problems associated with its delivery of products or services to the Company at the agreed upon time and date.
  4. Warranty and Representation. Vendor represents and warrants that products and services delivered hereunder will (i) be of good quality , (ii) be made or provided using high industry standards, (iii) will not infringe on the intellectual property rights of a third party, and (iv) will conform to any applicable design specifications or documentation. Vendor will comply with all applicable laws and regulations in providing the products and services.
  5. Confidentiality. Each party (the “Receiving Party”) acknowledges that it will have access to certain confidential information of the other party (the “Disclosing Party”) concerning the Disclosing Party’s business, plans, customers, software, technology and products, and other information held in confidence by the Disclosing Party. In addition, a Disclosing Party’s confidential information may include (i) all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential, and (ii) software technology and related algorithms, logic, designs, specifications, and coding methodology, and (iii) to the extent permitted by law the terms and conditions of this Agreement.The Receiving Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the Disclosing party’s confidential information and will take reasonable precautions to protect the confidentiality of such information in at least the same manner as is necessary to protect its own confidential information and in accordance with applicable data protection laws.
  6. Conflicts of Interest. The Company has adopted an Anti-Corruption Policy prohibiting “conflicts of interest” except under the guidance of the Company’s Chief Operating Officer and its Board of Directors. A “conflict of interest” exists when a person’s private interest interferes with the interests of the Company. In addition to the terms of the Anti-Corruption Policy, it is the Company’s policy that (i) employees should avoid any direct or indirect business connection with the customers, suppliers, and competitors, except on behalf of the Company, (ii) Company employees are not allowed to work simultaneously for a competitor, customer, or supplier of the Company, and (iii) the Company’s employees should not receive improper personal benefits, directly or indirectly (such as through a family member), as a result of the employee’s position with the Company. Vendor acknowledges that it is not aware of any relationship or arrangement that violates the Company’s policy described above and agrees that it will not knowingly take any action that would result in such a violation.
  7. Assignment. This Agreement shall not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that either Party may, without the prior consent of the other, assign all of its rights under this Agreement to (i) such Party's parent company or a subsidiary of such Party, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which either Party is participating. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
  8. Bribery and Corruption. The Company’s Anti-Corruption Policy can be found at https://www.timeclockplus.com/
  9. Insurance. Unless otherwise required under a subcontractor agreement, Vendor shall at all times during the Agreement maintain insurance coverage at amounts that are commercially reasonable, including at least Comprehensive General Liability with limits of $2,000,000 in the aggregate. If Vendor is providing a service, Vendor must also maintain Professional Liability coverage in commercially reasonable amounts. Vendor shall name “TimeClock Plus” as additional insureds, indicate that the policy includes the appropriate coverages, and provide proof of insurance upon the Company’s request.
  10. Force Majeure. Neither Party shall be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by war, an Act of God, public emergency or necessity, legal restrictions, labor disputes, strikes, boycotts, mechanical or electrical breakdowns, or for any other reason beyond the reasonable control and not involving any fault or negligence of either Party (“Condition”). If any such Condition occurs, the Party delayed or unable to perform, upon giving prompt notice to the other Party, shall be excused from performance of its obligations on a day-to-day basis during the continuance of such Condition, provided, however, that the Party so affected shall use its best reasonable efforts to avoid or remove such Condition, and both parties shall proceed immediately with the performance of their obligations under this Agreement whenever such causes are removed or cease. Likewise, the other Party shall be excused from performance of its obligations on a day-to-day basis during the same period while the Party affected by any such Condition uses its best reasonable efforts to avoid or remove such Condition.
  11. Publicity. No press release, public announcement, marketing collateral, or other materials, no matter how published, which identify the Company or brands (or uses any Company marks) may be made without the Company’s prior written approval.
  12. Independent Contractors. The Company’s relationship with Vendor shall be that of an independent contractor, and nothing contained in this Agreement shall be construed as establishing an employer/employee relationship, partnership, or joint venture between Vendor and the Company. Neither party will have the authority to act for or to bind the other party in any way or to represent that it is in any way responsible for the acts, debts, liabilities, or omissions of the other party.
  13. Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to principles of conflict of laws.
  14. Dispute Resolution. For any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination, interpretation or invalidity thereof or any Invoice, or Order Form, the parties shall endeavor for a period of two (2) weeks to resolve the Dispute by negotiation. This period may be extended by mutual agreement of the Parties. In the event the Dispute is not successfully resolved, the parties agree to submit the Dispute to litigation in a court of competent jurisdiction.
    • 14.1 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
    • 14.2 Class Action Waiver. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
  15. Entire Agreement. This Agreement sets out the entire agreement between the Company and Vendor with respect to the subject matter contained herein. It supersedes all prior agreements, proposals, arrangements, and communications, whether written or oral, with respect to the subject matter hereof. In the event of any conflict between a provision of the Agreement and a provision of an invoice, the provisions of this Agreement will prevail. No modification or waiver of this Agreement or any of the provisions hereof will bind either party unless an authorized agent of each party (where an authorized agent of the Company shall be any corporate officer) agrees in writing to the modification or waiver.
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Anti-Corruption Policy
  • Policy Statement

    TimeClock Plus maintains an Anti-Bribery Policy prohibiting any improper or unethical payment to government officials or a party to a private commercial transaction anywhere in the world by any TimeClock Plus officer or employee or agent of TimeClock Plus. This Anti-Bribery Policy is designed to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”) and the anti-bribery laws of those other jurisdictions in which we do business. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions and require us to maintain accurate books and records and a system of internal controls.  Additionally, all TimeClock Plus officers, employees, and agents are strictly prohibited from accepting gifts of substantial value from TimeClock Plus customers, vendors, or prospective customers or vendors.

  • Policy Purpose

    TimeClock Plus’s Anti-Bribery Policy states:

    • No TimeClock Plus employee or agent has the authority to offer payments of money or anything else of substantial value, whether directly or indirectly, to a government official or a participant in a private commercial transaction to improperly induce that person to affect any act or decision in a manner that will assist TimeClock Plus to obtain or retain business.
    • Every TimeClock Plus employee and agent has the obligation to record accurately and fairly all of their transactions involving any expense of TimeClock Plus or any other transaction involving the disposal or transfer of TimeClock Plus assets.
    • No TimeClock Plus employee or agent may accept gifts of substantial value, whether directly or indirectly, that may induce the employee or agent to affect any act or decision in a manner that will assist a customer, vendor, or prospective customer or vendor in receiving preferential pricing or terms and/or obtaining business.

    In addition to direct payments of money, other examples of prohibited payments would include the following made at the direction, or for the benefit, of a government official or a commercial business partner:

    • gifts, travel, meals, entertainment or other hospitality expenses;
    • contributions to any political party, campaign or party official; or;
    • charitable contributions and sponsorships.
  • Policy Scope

    The Anti-Bribery Policy extends to TimeClock Plus’s operations anywhere in the world, and applies to all employees, agents, consultants or other representatives, as well as to any partnership or teaming agreement in which TimeClock Plus is a participant. The Anti-Bribery Policy is applicable to activities of individual TimeClock Plus employees, as well as corporate and business unit programs, events, campaigns and other initiatives.

    1. Penalties

      Violations by any TimeClock Plus employee of the anti-bribery laws or this Policy will result in progressive discipline, up to and including termination of such employee’s employment with TimeClock Plus. Violations by any TimeClock Plus employee or agent can also result in severe penalties for both TimeClock Plus and such individuals.

      For example, individuals can receive five years of imprisonment and a $100,000 fine for each violation of the anti-bribery provisions of the FCPA, and 20 years imprisonment and a $5 million fine for each violation of the record keeping provisions of the FCPA. Under the U.K. Bribery Act, bribery and corruption is punishable for individuals by up to ten years imprisonment and companies could face an unlimited fine.

      The FCPA specifically prohibits a company from reimbursing an officer, director, stockholder, employee, or agent for fines imposed for violations of the FCPA, so any fines for violations for which the individual it responsible will be paid from their personal assets. In addition, and in accordance with TimeClock Plus’s general legal compliance policy, TimeClock Plus will cooperate fully with law enforcement authorities in the investigation and prosecution of alleged violations of anti-bribery laws.

    2. Gifts, Travel, Entertainment and Other Expenses
      Government Officials

      TimeClock Plus permits TimeClock Plus logo items to be given to government officials as modest gifts in the ordinary course of business, provided that:

      • such gifts do not exceed U.S. $25 in value; and
      • presenting any such gift will be in conformity with the applicable laws where the gift has been made.

      TimeClock Plus also permits reasonable expenditures for travel, meals and entertainment expenses legitimately related to training in the use of TimeClock Plus’s products and services, or otherwise related directly to TimeClock Plus’s promotion of its products and services, provided such expenditures are not extravagant and otherwise conform to the limitations in this Policy and to the applicable laws where the expenditures are incurred. Before providing, directly or indirectly, any such travel, meals or entertainment expenditure for a government official, employees must first obtain permission from the Chief Operating Officer, who will review the legality of the proposed expenditure.

      It will never be acceptable to offer any gift or incur any expense in expectation of receiving something in return (quid pro quo).

      The following persons are considered “government officials”:

      • officers and employees of any government, department, agency, bureau, authority, instrumentality or public international organization;
      • persons acting in an official capacity on behalf of a government;
      • employees of entities that are owned or controlled by a government; and
      • candidates for political office.

      Commercial Partners
      Other than for gifts with a value of no more than U.S. $25 given or received in the normal course of business, TimeClock Plus employees and agents shall not give gifts to, or receive gifts, directly or indirectly, from TimeClock Plus’s current or prospective customers, vendors or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from the Chief Operating Officer, who will review the legality of the proposed gift.

      TimeClock Plus permits accepting or incurring proportionate and reasonable expenditures for travel, meals and entertainment expenses legitimately designed to provide training to existing business partners, present products and services, or establish cordial business relations, provided that such expenditures:

      • are not excessive and always appropriate to the nature of business relationship with the recipient;
      • conform with the applicable laws where the gift has been made.
      • do not place the recipient under an obligation or expectation to confer any business advantage in return for such hospitality (quid pro quo), or create an impression that the recipient’s independence will be affected; and
      • occur only occasionally.

      Before providing or accepting, directly or indirectly, any travel, meals or entertainment expenditure reasonably valued at more than U.S. $250 for each guest, employees must first obtain written permission from the Chief Operating Officer, who will review the legality of the proposed expenditure.

      It is crucial that entertainment should not be given or received on such a scale that it forms an inducement to enter into a business transaction or arrangement which would not otherwise be undertaken. Moreover, in no event may any gift or hospitality cause any other provision of this Policy or any provision of the Employee handbook to be violated, or put TimeClock Plus in a position that may cause embarrassment.

  • Third Parties’ Compliance with TimeClock Plus’s Anti-Bribery Policy

    TimeClock Plus’s obligation of ethical and legal behavior includes and encompasses the activities of TimeClock Plus’s agents, representatives, consultants, vendors and business partners. TimeClock Plus may be held liable for the actions of third parties doing business with or on behalf of TimeClock Plus, so every employee and agent is required to ensure such third party’s actions are consistent with this Policy. Willful ignorance of facts or circumstances which make it likely that bribery could be occurring will be a violation of this Policy and may amount to a violation of anti-bribery laws.

    Before establishing a relationship with any third party to, sufficient due diligence must be performed to determine that the third party’s commitment to ethical business practices is consistent with TimeClock Plus’s high standards, this Policy and the TimeClock Plus Vendor Terms and Conditions. Any arrangement with such third party should include proper contractual provisions and monitoring procedures to ensure compliance with anti-bribery laws and consistency with TimeClock Plus’s Anti-Bribery Policy. Particular care should be taken in any instance where the third party has interactions with government officials in the performance of its services on behalf of TimeClock Plus.

  • Reporting Violations

    Each employee and agent’s conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow employees. If you are aware of or suspect misconduct, you should report it to the appropriate level of management.

    If an employee or agent is still concerned after speaking with your manager or feel uncomfortable speaking with them, you should contact the TimeClock Plus Legal Department by email at [email protected] or the Chief Operating Officer.

    Any reports that involve the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Vice President of Accounting should be immediately communicated to the Chairman of the Board of Directors.

    All calls, detailed notes and/or emails will be dealt with confidentially, unless it is necessary to share such information in order to address the matter appropriately.

    Nothing in this or any other TimeClock Plus policy prohibits employees or agents from providing information to the U.S. Securities and Exchange Commission or any government agency in a manner contemplated by relevant law or regulation.

    A failure to report known or suspected wrongdoing in connection with TimeClock Plus’s business of which a TimeClock Plus employee or agent has knowledge may, by itself, subject that individual to disciplinary action.

  • Administration of Anti-Bribery Policy
    The Anti-Bribery Policy will be administered by TimeClock Plus’s Chief Operating Officer. Any violations of the Anti-Bribery Policy will be reported to the President, Chief Executive Officer and TimeClock Plus’s Board of Directors.
  • Further Information
    Should you have any other questions about the Anti-Bribery Policy, please contact the TimeClock Plus Legal Department at [email protected].
    TimeClock Plus
    1 Time Clock Drive
    San Angelo, TX 76904
    1-325-223-9500
Rev. 2019.08_D.McIntyre
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Customers

Global Data Privacy Policy

As a provider of workforce management solutions, TimeClock Plus, LLC (“TCP Software,” “we,” or “us”) respects the privacy of our clients and others who use our website, mobile application, products, and services. In connection with providing our services and operating our business and website, we process certain Personal Data, including from our Clients, prospective clients, and, for certain Clients, end-users of our products. We have adopted this Global Data Privacy Policy so that you can learn how we collect, use, and otherwise process your Personal Data.

This Global Data Privacy Policy covers information collected through the following websites:

  1. TCPSoftware.com
  2. Humanity.com
  3. Aladtec.com
  4. ScheduleAnywhere.com

This Global Data Privacy Policy, which includes each of the sub-policies identified below, applies to the Personal Data we collect from you, including via your access to and use of the Services and, for Clients, is incorporated into and is subject to the TimeClock Plus Terms of Service, which can be found at: https://www.tcpsoftware.com/agreements. The Global Data Privacy Policy consists of and incorporates each of the following:

This Global Data Privacy Policy uses certain defined terms identified in the “Definitions” section at the end of this Global Data Privacy Policy.

TimeClock Plus, LLC Privacy Policy for All Personal Data Except U.S. Resident Biometric Data

With the exception of biometric data collected from U.S. residents, which is addressed separately within the Global Data Privacy Policy, this policy explains how TCP processes, uses and discloses all Personal Data it collects, including from Clients, end-users of our products (e.g., Client staff) for those Clients for whom TCP hosts data, prospective clients, and individuals who visit our website.

  • Collection and Sources of Personal Data
    • Personal Data We Receive Directly From You
    • Personal Data We Host on Behalf of Clients
    • Personal Data We Receive From Other Sources
    • Cookies and Tracking Technologies
  • Purposes for Processing and Disclosures of Personal Data
    • General Purposes for Processing and Disclosures of Any and All Categories of Personal Data
    • Other Purposes for Processing and Disclosures of Specific Categories of Personal Data
      • Personal Data We Receive Directly From You
      • Personal Data We Host on Behalf of Clients
      • Personal Data We Receive From Other Sources
  • Data Sales
  • Data Retention
  • Protection of Personal Data
  • International Data Transfers
  • Your Rights & Choices
  • Other Important Information about Our Practices
  • Changes to This Privacy Policy
  • Contact Us

Collection and Sources of Personal Data.

Personal Data We Receive Directly From You.

TCP may collect the following categories of Personal Data directly from you:

  1. Client Account Data. We may collect Personal Data in connection with Client management and account set-up and management, finance, dispute resolution, and for consolidated management and reporting. Client Account Data may include contact information, billing and banking information, Client account preferences and settings, and Client communications concerning the implementation and maintenance of the Services.
  2. Communications Data. We may collect Personal Data that you provide when you express an interest in obtaining additional information about the Services, have questions or concerns about the Services, use our "Contact Us" or similar features, sign up for our emails or attend an event or webinar, or download certain content. Such information may include contact information such as name, job title, company name, phone number, and email address.
  3. Human Resources Data. We may collect Personal Data from employees and job applicants, including contact information, social security number, background reports, job history, certain health or dietary information, payroll and banking information, and other Personal Data incident to the employment relationship.
  4. Reputation & Creditworthiness Data. We may collect Personal Data in connection with performing diligence on our Clients, prospective clients, Service Providers or prospective service providers, and business partners or prospects. This data may include contact details, information concerning business practices, creditworthiness, reputation and business history, and job titles or roles.
  5. Transaction and Payment Data. When you sign up for events or purchase some or all of the Services, we may require that you provide contact information such as name and address, billing information, such as billing name and address, credit card number, or bank account information.
  6. Visitor Data. We may collect Personal Data from you when you visit our offices, including your name, who you are visiting, company name, and time and date of arrival and departure.
Personal Data We Host on Behalf of Clients.

TCP processes and stores Personal Data concerning Client staff on behalf of those Clients who have engaged us to do so. In particular, we process the following categories of Personal Data for Clients:

  1. Profile Data. We may process general demographic data about you that you or your employer enters into the Services. Profile data may include username, password, first name, last name, address, email, phone number, job title, employee ID, taxpayer ID, gender, date or birth, hire date, termination date, language preference, payroll classification, employment classification, pay rates, work schedules, employment contracts, and labor union affiliation.
  2. Service Data. We may process Personal Data collected from you in connection with using the Services, including clock-in time, clock-out time, clock-in location, clock-out location, leave requests, including vacation, sick, and other third-party defined leave reasons, leave accruals, FMLA cases, and hours worked.
  3. EU Resident Special Category Data. We may collect certain “special categories” of Personal Data, as identified in the GDPR, from EU residents including photographic images, racial, or ethnic data, biometric data, physical or mental health data, and data concerning religious or other beliefs.
Personal Data We Receive From Other Sources.

We may also receive Personal Data about you from other sources, including:

  • Third-party lead providers from whom we have purchased Personal Data. We may combine this information with Personal Data provided by you. This “Lead Data” may include business contact data, social media data, and usage data (including web user behavior and IP addresses).
  • Consumer reporting agencies or other background investigation or credit check service providers in connection with our collection of Human Resources Data and Reputation and Creditworthiness Data.
Cookies and Tracking Technologies.

When you use the Services, we collect certain information by automated means, using technologies such as cookies, pixel tags, browser analysis tools, server logs and web beacons. For example, when you visit our website, we may place cookies on your computer. Cookies are small text files that websites send to your computer or other Internet-connected device to uniquely identify your browser or to store information or settings in your browser. Cookies can contain and/or automatically collect information, such as a user identification code or IP address, which a website will use to track the pages and number of times you have visited, allowing us to recognize you when you return. They also help us provide a customized experience and enable us to detect certain kinds of fraud. The data read from these cookies may be linked to Personal Data. In many cases, you can manage cookie preferences and opt-out of having cookies and other data collection technologies used by adjusting the settings on your browser. All browsers are different, so visit the “help” section of your browser to learn about cookie preferences and other privacy settings that may be available.

Cookies fall into the subcategories below.

  1. Essential Cookies. Certain cookies are used for specific purposes that are essential to your secure use and navigation of our website. Without them, TCP may not be able to provide core website functions and features to you, and the website would not operate as well as you or TCP would like. These cookies collect and use information such as your server preferences, single-session data and corresponding identifier, web beacons and log files (detailed below), and other credential-related information. For EU individuals, essential cookies also help inform TCP whether you require, or have already been served, an affirmative consent request in connection with the GDPR. Essential cookies include analytics cookies, which provide us data that allows TCP to better understand its users and improve the website based on what we have learned from that data.
  2. Preference Cookies. Other cookies are used to collect and process information about your preferences and similar choices in connection with the website in order to optimize your browsing. Preference cookies include social media cookies, which collect information about your social media usage and other data you may have provided in connection with such usage (if you access the website through a social media website or mobile application, you may have social media cookies). If you wish to modify or change your social media cookies, please visit and review the settings on your applicable social media account(s).
  3. Advertising Cookies. To help support the Services and further tailor your experience, TCP uses Google Analytics as a third-party vendor. For information on how Google Analytics uses data, please visit “How Google uses data when you use our partners sites or apps”, located at http://bit.ly/2jXZ13Y.

We encourage you to consider keeping your cookies enabled because if you choose to disable the receipt of cookies, you may not be able to use or benefit from certain features of the website, particularly the features that are designed to personalize your experience.

Most web browsers automatically accept cookies, but generally allow users to modify their browser settings to display a warning before accepting a cookie, to accept cookies only from certain websites, and/or to refuse all cookies.

Pixel tags and web beacons are tiny graphic images placed on website pages or in our emails that allow us to determine whether you have performed a specific action. When you access these pages or open or click an email, the pixel tags and web beacons generate a notice of that action. These tools allow us to measure response to our communications and improve our web pages and promotions.

In many cases, the information we collect using cookies and other tools is only used in a non-identifiable way, without reference to Personal Data. For example, we use information we collect about website users to optimize our websites and to understand website traffic patterns. In some cases, we do associate the information we collect using cookies and other technology with your Personal Data. This policy applies to the information when we associate it with your Personal Data.

Although our website does not currently have a mechanism to recognize the various web browser “Do Not Track” signals, we do offer individuals choices to manage their preferences, as described above. We do expect our third-party adverting partners to use reasonable efforts to respect browser “Do Not Track” signals by not delivering targeted advertisements to website visitors whose browsers have a “Do Not Track” setting enabled. However, we understand that some companies do not have this capability today. To learn more about browser tracking signals and “Do Not Track,” please visit http://www.allaboutdnt.org/ .

Purposes for Processing and Disclosures of Personal Data.

General Purposes for Processing and Disclosures of Any and All Categories of Personal Data In general, TCP may use and disclose any Personal Data it maintains about you as follows, pursuant to TCP’s legitimate business interests and need to comply with law:

  • To manage and mitigate risk, including for insurance functions, to ensure the proper functioning of the Services, to maintain the privacy and security of our data (such as through threat detection, disaster recovery and business continuity activities), and to conduct audits or investigations, in which case we may disclose your Personal Data to Service Providers, insurance providers, tax or financial authorities or consultants, and legal advisors;
  • As needed to assess and ensure compliance with applicable laws, legal requirements and company policies, to protect our assets (including to license and protect intellectual property) or to investigate or defend against any claims of illegality or wrongdoing (including to obtain legal advice), or in response to a court order or judicial or other government subpoena or warrant, in which case we may disclose your Personal Data to law enforcement, regulators, governmental authorities or other bodies, courts, tax authorities, insurance providers, legal advisors, and mediators;
  • In the event TCP undertakes or is involved in or contemplating (e.g., in connection with due diligence) any merger, acquisition, reorganization, sale of assets, bankruptcy, or insolvency event, in which case we may disclose your Personal Data to buyers or purchasers (or potential buyers or purchasers) and their representatives.
Other Purposes for Processing and Disclosures of Specific Categories of Personal Data

In addition to the general purposes for processing and disclosing any category of your Personal Data, the chart below includes other purposes for which we may process specific categories of your Personal Data and to whom such data is disclosed as well as our legal bases for such processing, consistent with the GDPR.

Personal Data We Receive Directly From You.
Category of Personal Data Purpose(s) for Processing Legal Basis for Processing Categories of Third Parties to Whom Personal Data may be Disclosed
Client Account Data For account management, to maintain Client relationships and provide the Services, for billing, for quality management and troubleshooting, to develop and expand TCP’s products and services, and for research, development, analytics, and business intelligence.
  • Consent
  • Performance of a contract.
  • Service Providers, including those used for website and application development and support, customer relationship management, payment processing and financial services, IT security, support and hosting, and marketing and promotions management.
Communications Data To initiate or expand a business relationship, to develop or improve upon TCP’s products and services, to respond to inquiries, to market TCP’s products and services, and for research, development, analytics, and business intelligence.
  • Consent
  • Service Providers, including those used for website and application development and support, customer relationship management, IT security, support and hosting, and marketing and promotions management.
Human Resources Data Employment, including recruitment and hiring, interviewing, administering payroll, and managing employees and other staff, and to ensure the safety and security of TCP and its staff.
  • Pursuit of legitimate business interests.
  • Consent.
  • Performance of a contract.
  • Legal requirement.
  • Service Providers, including those used for human resources management, financial services, IT security, support and hosting, and legal advice and other professional services.
  • Consumer Reporting Agencies and other background check or identity verification providers.
Reputation & Creditworthiness Data For quality management and to enforce company standards and policies and for identity verification and risk management and mitigation, including for audit and insurance functions.
  • Consent.
  • Performance of a contract.
  • Legal requirement.
  • Service Providers, including those used for customer relationship management, financial services, IT security, support and hosting, and legal advice and other professional services.
  • Consumer Reporting Agencies and other background check or identity verification providers.
Transaction and Payment Data To process payment required for the Services or events or webinars you have registered to attend, to send transaction-related emails or otherwise communicate with you concerning a transaction, to deliver and provide the Services or conduct events, and to maintain Client relationships.
  • Consent.
  • Performance of a contract.
  • Service Providers, including those used for customer relationship management, payment processing and financial services, and IT security, support and hosting.
Visitor Data To ensure the safety and security of TCP and its staff.
  • Consent.
  • Vital Interest.
  • Service Providers, including those used for IT security, support and hosting.
Personal Data We Host on Behalf of Clients.
Categories of Personal Data Purpose(s) for Processing Legal Basis for Processing Categories of Third Parties to Whom Personal Data may be Disclosed
Profile Data To comply with our contractual obligations and provide the Services to our Clients.
  • Performance of a contract.
  • TCP’s Clients and other entities when instructed by TCP’s Clients, including payroll processors, benefits administration providers, and enterprise resource planning vendors.
  • Service Providers, including those used for application development and support and IT security, support and hosting.
Service Data To comply with our contractual obligations and provide the Services to our Clients.
  • Performance of a contract.
  • TCP’s Clients and other entities when instructed by TCP’s Clients, including payroll processors, benefits administration providers, and enterprise resource planning vendors.
  • Service Providers, including those used for application development and support and IT security, support and hosting.
EU Resident Special Category Data Biometric Data: Our Clients are contractually obligated to process biometric data only for employment-related purposes. TCP’s purpose for processing this data is to comply with our contractual obligations and provide the Services to our Clients.
  • Consent.
  • Performance of a contract.
  • TCP’s Clients.
  • Service Providers, including those used for IT security, support and hosting.
Photographic images: Our Clients are contractually obligated to process photographic images data only for employment-related purposes. TCP’s purpose for processing this data is to comply with our contractual obligations and provide the Services to our Clients.
  • Consent.
  • Performance of a contract.
  • TCP’s Clients.
  • Service Providers, including those used for IT security, support and hosting.
Physical or mental health data: Our Clients determine the purpose for which this information is collected. They may wish to process this data to accommodate disabilities and dietary needs and to address emergency health needs. TCP’s purpose for processing this data is to comply with our contractual obligations and provide the Services to our Clients.
  • Performance of a contract.
  • TCP’s Clients.
  • Service Providers, including those used for IT security, support and hosting.
Racial or ethnic data: Our Clients determine the purpose for which this information is collected. They may wish to process this data to facilitate affirmative action and other inclusion programs. TCP’s purpose for processing this data is to comply with our contractual obligations and provide the Services to our Clients.
  • Performance of a contract.
  • TCP’s Clients.
  • Service Providers, including those used for IT security, support and hosting.
Religion or beliefs: Our Clients determine the purpose for which this information is collected. They may wish to process this data to meet an individual’s specific needs or requests, including dietary requests and to respect religious holidays and other observances. TCP’s purpose for processing this data is to comply with our contractual obligations and provide the Services to our Clients.
  • Performance of a contract.
  • TCP’s Clients.
  • Service Providers, including those used for IT security, support and hosting.
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View TCP's Agreements Below

OnDemand License Agreement

TimeClock Plus OnDemand License Agreement

THIS TIMECLOCK PLUS ONDEMAND LICENSE AGREEMENT (the “Agreement”) is entered into as of _ (“Effective Date”), by and between TimeClock Plus, LLC, a Delaware limited liability company with its principal office located at 1 Time Clock Drive, San Angelo, TX 76904 (“TCP”), and _, with its principal office located at

(“Client”).

WHEREAS TCP and Client (the “Parties”) desire to enter into this Agreement for the provision of hosted services by TCP to Client, as provided herein.

NOW, THEREFORE, in reliance on the mutual covenants and promises, representations and agreements set forth herein, the Parties agree as follows:

1. Definitions.

1.1 “Active Employee” means an Employee that has not been marked as either terminated or suspended within TCP Services for whom Client is required to pay a fee under this Agreement.

1.2 “Aff iliate” means any parent or subsidiary corporation, and any corporation or other business entity controlling, controlled by or under common control with a Party.

1.3 “Biometric Data” means any information based on an individual’s retina or iris scan, f ingerprint, voiceprint, or scan of hand or face geometry, which is used to identify an individual, regardless of how it is captured, converted, stored or shared.

1.4 “Client Data” means all of Client’s data processed or stored by or transmitted to TCP in connection with the TCP Services, including, without limitation, all Personal Data contained therein.

1.5 “Designated User” means an individual Employee who is authorized by Client to use the TCP Services on behalf of the Client, and whose Personal Data may be processed or stored by or transmitted to TCP in connection with the TCP Services.

1.6 “Employee” means Client’s individual employee, worker, consultant, substitute or contractor.

1.7 “Privacy Policy” means TCP’s Global Data Privacy Policy located at https://www.timeclockplus.com/..., as updated f rom time to time.

1.8 “Hardware Support and Maintenance Agreement” means any agreement that extends services to current TimeClock Plus terminals, clocks, and biometric devices, and maintenance releases for related products purchased or licensed by the Client f rom TCP or a registered reseller.

1.9 “Initial Term” has the meaning set forth in Section 10.

1.10 “Monthly Employee Fee” means TCP’s then current fees applicable for each of Client’s Employees based on the aggregated Permissions to access and use the TCP Services measured over the course of each calendar month, as outlined on an invoice or Order Form. This fee may be prorated during the f irst month of the Initial Term and prorated for the last month of the Initial Term.

1.11 “Order Form” means a written document, including, but not limited to, a TCP issued invoice, a TCP issued order form, or a Client issued purchase order, which has been mutually agreed upon and executed by the Parties for ordering products and/or services, and which expressly incorporates the terms of this Agreement.

1.12 “Permissions” means the permission(s) granted to Client’s Employees to access features within TCP Services, as outlined on an invoice or Order Form. Permissions are applied within the TCP Services by Client’s Designated Users.

1.13 “Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Employee or Designated User.

1.14 “Subprocessor” means any third-party entity that processes Personal Data on behalf of TCP and to which TCP discloses Personal Data for a business purpose pursuant to a written contract, provided that the contract prohibits such entity f rom retaining, using, or disclosing the Personal Data for any purpose other than for the specific purpose of performing the services identified in such contract.

1.15 “Supported Hardware” means any hardware purchased or leased f rom TCP that is coverable under a Hardware Support and Maintenance Agreement.

1.16 “TCP Services” means the hosted TimeClock Plus software application hosted by TCP in accordance with TCP’s then-current hosting environment, any associated documentation, and any ancillary services described in this Agreement or an Order Form.

1.17 “TCP Technology” means the computer hardware, software and other tangible equipment and intangible computer code contained therein used by TCP in the provision of the TCP Services.

1.18 “Term” has the meaning set forth in Section 10.

1.19 “Use Fees” means the fees set forth on the applicable invoice or Order Form, including, but not limited to, Monthly Employee Fees and Hardware Support and Maintenance Agreement Fees.

2. Delivery of Services.

2.1 TCP Services. Subject to the terms and conditions of this Agreement and the Privacy Policy, TCP grants to Client, its Affiliates and their Designated Users a limited, non- transferable (except in compliance with Section 22), nonexclusive right and subscription license to access and use the TCP Services during the Term only for the internal business purposes of processing, storing and maintaining Client Data. TCP shall provide to Client the TCP Services during the Term in accordance with the terms and conditions of this Agreement, the Privacy Policy, and any additional terms outlined in an Order Form or Hardware Support and Maintenance Agreement, as applicable.

2.2 Client Responsibilities. Client’s use of the TCP Services is subject to the terms of this Agreement, the Privacy Policy and any additional terms outlined in an Order Form or Hardware Support and Maintenance Agreement, as applicable.

2.2.1 Access. Client is responsible for maintaining the confidentiality of Client’s account and password and for restricting access to its computer systems, and Client agrees to accept responsibility for all activities that occur under Client’s account or password, including but not limited to any acts or omissions by Designated Users. Client shall inform each Designated

User of the terms and conditions governing such Designated User’s use of the TCP Services as set forth herein and shall cause each Designated User to comply with such terms and conditions.

2.2.2 Restrictions on Use. Client acknowledges and agrees that Client will not use the TCP Services for the benefit of any third party. Client agrees not to, not to attempt to, nor allow any third party to: (i) use the TCP Services in any manner that could damage, disable, overburden, or impair TCP’s servers or networks or interfere with any other party’s use and enjoyment of the TCP Services; (ii) attempt to gain unauthorized access to any services, user accounts, computer systems, or networks through hacking, password mining, or any other means; (iii) copy, distribute, rent, lease, lend, sublicense or transfer the TCP Services, make the TCP Services available to any third party or use the TCP Services on a service bureau or time sharing basis, (iv) decompile, reverse engineer, or disassemble the TCP Services or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, f ile formats or programming interfaces of the TCP Services, (v) create derivative works based on the TCP Services; (vi) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the TCP Services or during the use and operation thereof; (vii) publicly disseminate performance information or analysis (including benchmarks) relating to the TCP Services; or (viii) use the TCP Services in a manner which violates or infringes any laws, rules, regulations, third party intellectual property rights, or third party privacy rights. Client may not use any automated means, including agents, robots, scripts, or spiders, to access or manage the TCP Services, except solely to the extent as may be specifically enabled and authorized by TCP in writing. TCP may take any legal and technical

measures to prevent the violation of this provision and to enforce this Agreement.

2.3 Third Party Services.

2.3.1 Client may require the TCP Services to interoperate with platforms or other online services operated by third parties (“Third-Party Platforms”) pursuant to an agreement between TCP and the operators of such Third-Party Platforms, an agreement between Client and the operators of such Third-Party Platforms, or through application programming interfaces (“APIs”) or other means of interoperability which are generally made available by such operators.

2.3.2 As applicable, Client hereby grants TCP the limited right to access such Third- Party Platforms with Client’s credentials and on behalf of the Client in connection with the performance of the TCP Services. Client acknowledges and agrees that TCP’s agreements with the operators of such Third-Party Platforms and the terms governing the use of APIs may be modified, suspended or terminated at any time, and TCP shall have no liability with respect to any such modification, suspension or termination. Client is responsible for ensuring that its use of the TCP Services in connection with any Third-Party Platform, and TCP’s access to such Third-Party Platforms on Client’s behalf, complies with all agreements and terms applicable to such Third -Party

Platform.

2.4 Client Data.

2.4.1 General. Client hereby grants TCP a worldwide, royalty-free, non-exclusive, limited license to use, host, copy, transmit, display, modify and create derivative works of Client Data for the express purpose of providing the TCP Services. Client acknowledges and agrees that it will determine the means and purposes of processing Client Data and that TCP acts solely as a service provider that processes Client Data on behalf of and at the direction of Client for the sole purpose of performing the TCP Services under this Agreement. Client is responsible for ensuring that all Designated Users who provide instructions to TCP on Client’s behalf are authorized. Client shall have sole responsibility for the accuracy, quality, content, legality, nd use of Client Data and the means by which any Personal Data is obtained f rom Designated Users and Employees and transferred to TCP, and Client is solely responsible for any transfer of Personal Data to any third- party data controller or data processor (e.g., human resources or payroll application), and TCP shall have no liability in connection therewith. Client agrees to implement data protection-related

procedures that will not be less protective than those imposed on TCP by this Agreement and the Privacy Policy.

2.4.2 Restrictions on TCP’s Processing of Client Data. TCP is expressly prohibited f rom processing any Client Data for any purpose other than for the specific purpose of performing the TCP Services unless requested by Client or required by applicable law. TCP is prohibited from selling Personal Data under any circumstances and for any purpose. No other collection, use, disclosure, or transfer (except to Subprocessors in accordance with Section 2.4.3) of Client Data is permitted without Client's express prior written instruction. CP acknowledges and agrees that it understands and will comply with each of the restrictions and obligations set forth in this Section 2.4.2.

2.4.3 Subprocessors. TCP has appointed Subprocessors for the purpose of providing data hosting and security services. Client acknowledges and agrees that Subprocessors may process Client Data in accordance with the terms of this Agreement, the Privacy Policy and any Order Form. TCP’s agreements with its Subprocessors impose data protection-related processing terms on such Subprocessors that are no less protective than the terms imposed on TCP in this Agreement and the Privacy Policy. The Privacy Policy contains an overview of the categories of Subprocessors involved in the performance of the relevant TCP Services. The appointment of a Subprocessor to perform part or all the TCP Services hereunder shall not relieve TCP of any liability under this Agreement.

3. Data Security.

3.1 Security Standards.

3.1.1 TCP shall implement reasonable security procedures consistent with industry standards to protect Client Data f rom unauthorized access, including without limitation (i) industry- standard encryption of data at rest within TCP’s data centers; (ii) web application f irewalls; (iii) virus detection and anti-virus software; (iv) authentication techniques, such as user names and passwords, or authorization formats, which limit access to particular TCP personnel; and (v) additional security controls consistent with SOC 2 Type II reporting standards.

3.1.2 The Parties shall implement administrative, technical and physical security procedures consistent with industry standards and applicable data protection laws to protect Client Data f rom unauthorized access, including by adopting access policies that prevent the internal sharing or inadvertent communication of login credentials.

3.1.3 Client is responsible for reviewing the information made available by TCP relating to data security and making an independent determination as to whether the TCP Services meet Client’s requirements and obligations under applicable data protection laws. Client acknowledges that data security measures taken by TCP are subject to technical progress and development and TCP may update or modify such security measures f rom time to time, provided that such updates and modifications do not result in the degradation of the overall security of the TCP Services.

3.2 Security Breach Notif ications. TCP will promptly report to Client any unauthorized access to Client Data within TCP’s or its Subprocessors’ systems upon discovery and in accordance with applicable data breach notification laws. TCP will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. TCP’s notification of or response to any security incident under this Section 3.2 shall not be construed as an acknowledgment by TCP of any fault or liability with respect to such security incident.

3.3 Data Backup and Retention. TCP shall undertake commercially reasonable efforts to backup Client Data with a restore point objective of twenty-four (24) hours. Client Data shall be backed up and retained in accordance with TCP’s retention policy as set forth in the Privacy Policy.

4. Data Privacy.

TCP will process Employee Personal Data in accordance with the terms of this Agreement, the Privacy Policy and all applicable data protection laws. Client must maintain its own data collection, disclosure, retention, and storage policies in compliance with ap plicable law.

4.1 Biometric Data. To the extent that Client collects, captures, stores, or otherwise uses Biometric Data relating to an individual, Client must (i) f irst inform the individual f rom whom Biometric Data will be collected, in writing and prior to collecting his or her Biometric Data, that Biometric Data is being collected, stored, and/or used; (ii) indicate, in writing, the specific purpose(s) (which may not be other than employment-related purposes) and length of time for which Biometric Data is being collected, stored, and/or used; and (iii) receive a written release f rom the individual (or his or her legally authorized representative) authorizing the Client, TCP, TCP’s third-party service providers (who are subject to restrictions no less restrictive than those imposed on TCP herein) to collect, store, and/or use the Biometric Data and authorizing the Client to disclose such Biometric Data to TCP and TCP’s third-party service providers

4.2 Requests. Client agrees to adopt a commercially reasonable policy for managing data requests f rom Designated Users and Employees, which policy shall safeguard the rights of such data subjects and respect the original purpose of such data collection. Client, as the Party which determines the means and purposes for processing Client Data, shall be responsible for receiving, investigating, documenting, and responding to all Designated User and Employee requests for inspection or erasure of Personal Data.

4.3 Assistance. If Client receives a request f rom a Designated User or Employee to exercise such individual’s rights under applicable data protection laws, and Client requires TCP’s assistance to respond to such request in accordance with applicable data protection laws , TCP shall assist the Client by providing any necessary information and documentation that is under TCP’s control. TCP shall be given reasonable time to assist the Client with such requests in accordance with applicable law.

4.4 Client’s Privacy Policy. Where required by law, Client agrees to adopt a privacy policy in alignment with this Agreement and all applicable laws governing the collection, use, transfer and retention of Personal Data. Client agrees to provide TCP, upon reasonable request, Client’s adopted privacy policy.

5. Confidential Information.

5.1 Each Party (the “Receiving Party”) acknowledges that it will have access to certain confidential information of the other Party (the “Disclosing Party”) concerning the Disclosing Party’s business, plans, customers, software, technology and products, other information held in confidence by the Disclosing Party, and Personal Data. In addition, a Disclosing Party ’s confidential information will include (i) all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential, and (ii) the TCP Technology and related algorithms, logic, design, specifications, and coding methodology, and to the extent permitted by law, the terms and conditions of this Agreement, but not its existence (all of the foregoing being referred to as “Conf idential Information”).

5.2 The Receiving Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party ’s attorneys, accountants and other advisors as reasonably necessary), any of the Disclosing Party’s

Confidential Information, and will take reasonable precautions to protect the confidentiality of such Confidential Information in at least the same manner as is necessary to protect its own Confidential Information and in accordance with applicable data protection laws. To the extent that the Receiving Party is permitted to retransmit any Confidential Information it receives f rom the Disclosing Party, the mode of retransmission must be at least as secure as the mode by which the Disclosing Party transmitted the Confidential Information to the Receiving Party.

5.3 Information will not be deemed Confidential Information hereunder if such information: (i) is known to the Receiving Party prior to receipt f rom the Disclosing Party, whether directly or indirectly, f rom a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party, whether directly or indirectly, f rom a source other than o ne having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential

Information.

6. Cooperation With Authorities.

If either Party is requested to disclose all or any part of any Confidential Information under a subpoena or inquiry issued by a court of competent jurisdiction or by a judicial or administrative agency or legislative body or committee, the Receiving Party shall

(i) immediately notify the Disclosing Party of the existence, terms and circumstances surrounding such request; (ii) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request and cooperate with the Disclosing Party on any such steps it considers advisable; and (iii) if disclosure of the Confidential Information is required or deemed advisable, exercise its best efforts to obtain an order, stipulation or other reasonably acceptable assurance that the Confidential Information or part thereof required to be disclosed shall retain its confidentiality and remain otherwise subject to this Agreement. Although TCP will not systematically monitor the Client Data, TCP reserves the right, upon prior written notice to Client, to remove access to Client Data to comply with applicable law, provided, however, that access to such Client Data will be restored upon a mutual determination of the Parties that such Client Data is in compliance with, or has been modified to be in compliance with, applicable law.

7. Supplemental Services; Master Agreement.

7.1 TCP may provide to Client supplemental services in accordance with a Statement of Work or a separate services agreement.

7.2 Client may elect to purchase additional products and services via Order Forms f rom time to time. The Parties agree that this Agreement is a master agreement such that additional transactions, excluding leased hardware, will be governed by the terms and conditions hereof. Pricing for additional transactions shall be in accordance with TCP’s then-current pricing schedule. Client agrees that absent TCP’s express written acceptance thereof indicated by execution by an officer of TCP, the terms and conditions contained in any purchase order or other document issued by Client to TCP for the purchase of additional services, shall not be binding on TCP to the extent that such terms and conditions are additional to or inconsistent with those contained in this Agreement.

7.3 Hardware purchased f rom TCP and incorporated into TCP Services requires the purchase of a Hardware Support and Maintenance Agreement, which shall be renewed for the term of this Agreement.

8. Use Fees.

8.1 In consideration f or the performance of the TCP Services, Client shall pay TCP the Use Fees. During the Term, Client will be billed in advance an amount equal to charges as

indicated in the applicable invoice or Order Form. All other charges for TCP Services received and expenses incurred during a month will be billed at the end of the month in which the TCP Services were provided. Payment by Client for all Use Fees is due upon receipt of each TCP invoice, and in no event shall such payment be received by TCP later than thirty (30) days after the invoice, except in cases where a Net Terms Agreement has been authorized by TCP. All payments will be made to TCP at its offices in San Angelo, Texas, in U.S. dollars.

8.2 TCP Services charges will be equal to the number of total Active Employees multiplied by the Monthly Employee Fee which is based on the aggregated Permissions for each Active Employee. Client is responsible for Monthly Employee Fees for the maximum number of active employees during any calendar month. Client may add additional Employees or Permissions as desired each month by paying the Monthly Employee Fees on the next billing cycle. Client agrees to promptly update the status in the TCP Services for any Active Emplo yee who has been terminated or suspended.

8.3 Employees added at any time during a calendar month will be charged in full for that billing period. Because Client is billed in advance for TCP Services, if Client increases its Active Employee count or increases Permissions during a calendar month, Client will receive an invoice reflecting the increased Active Employee count with overage charges incurred f rom the previous month and prorated over the number of months remaining in the Term.

8.4 Hardware Support and Maintenance charges will be equal to the percentage set forth in the applicable Hardware Support and Maintenance Agreement multiplied by the total purchase price of the Supported Hardware.

8.5 Except as set forth in Section 8.6 of this Agreement, after the f irst anniversary of this Agreement, TCP may increase the Use Fees at any time effective thirty (30) days after providing notice to Client; provided, however, that any such increase will not occur more than once in a consecutive twelve (12) month period.

8.6 Client may prepay greater than one (1) year with TCP Services and, in doing so, suspend any increase in Use Fees until expiration of the Initial Term. After the Initial Term, TCP may increase the Use Fees by no more than 10% at any time effective thirty (30) days after providing notice to Client; provided, however, that any such increase will not occur more than once in a consecutive twelve (12) month period.

9. Taxes.

As applicable, Client shall, in addition to the other amounts payable under this Agreement, pay all sales, use, value added or other taxes, whether federal, state or local, however named, arising out of the transactions contemplated by this Agreement, except that Client shall not be liable for taxes based on TCP’s aggregate income.

10. Term; Guaranteed Payment.

This Agreement commences on the Effective Date and, unless terminated earlier in accordance with Section 11, will remain in effect for the term specified in the applicable Order Form (“Initial Term”) and then shall automatically renew for subsequent terms consistent with the Initial Term thereafter, unless either Party gives written notice of non- renewal at least thirty (30) days prior to the end of the then current term (the Initial Term and subsequent renewal terms being referred to as the “Term”).

11. Termination for Cause.

A Party may terminate this Agreement for cause if (i) the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, or in the case of failure to pay Use Fees, thirty (30) days; (ii) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation o r composition for the benefit of creditors; or (iii) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or

composition for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60) days of f iling. Notwithstanding the foregoing, if a material breach by Client, by its nature, cannot be cured, TCP may terminate this Agreement immediately.

12. Effect of Termination.

Without prejudice to any right or remedy of a Party with respect to the other Party’s breach hereunder, upon the effective date of any termination of this Agreement:

12.1 TCP’s obligation to provide the TCP Services shall immediately terminate;

12.2 after such termination and upon Client’s reasonable request, no later than thirty

(30) days f rom termination, TCP shall provide Client Data to Client in a SQL database f ile format; and

12.3 within thirty (30) days of such termination, each Party will destroy or return all additional Confidential Information of the other Party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

13. Intellectual Property Ownership. Subject to the limited rights expressly granted hereunder, TCP reserves all right, title, and interests in and to the TCP Services and TCP Technology, including all intellectual property rights embodied therein, which shall remain the sole and exclusive property of TCP or its licensors. No rights are granted to Client hereunder other than as expressly set forth herein. This Agreement does not transfer f rom TCP to Client any ownership interest in the TCP Services or TCP Technology and does not transfer f rom Client to TCP any ownership interest in Client Data.

14. Client Representations and Warranties.

14.1 Client represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of Client’s obligations and use of the TCP Services by Client, its Designated Users and Employees will not violate any applicable laws, including all applicable domestic and international data protection laws, or cause a breach of duty to any third party, including Employees.

14.2 Client represents and warrants that all Personal Data included in the Client Data has been collected f rom all Employees and Designated Users and will be transferred to TCP in accordance with all applicable data protection laws, including, but not limited to, the EU General Data Protection Regulation 2016/679 and the Illinois Biometric Information Privacy Act, to the extent applicable. Client acknowledges and agrees that (i) TCP is a service provider and processes Client Data solely on behalf of and at the direction of Client, and exercises no control whatsoever over the content of the Client Data passing through the TCP Services or that is otherwise transferred by Client to TCP, and (ii) it is the sole responsibility of Client to ensure that the Client Data passing through the TCP Services or that is otherwise transferred by Client to TCP complies

with all applicable laws and regulations, whether now in existence or hereafter enacted and in force.

14.3 Client represents and warrants that its Affiliates’ use of the TCP Services, if any, shall not relieve Client of any liability under this Agreement, and Client shall be responsible and liable for the acts and omissions of its Affiliates hereunder as if performed or omitted by Client.

14.4 In the event of any breach of any of the foregoing representations or warranties in this Section 14, in addition to any other remedies available at law or in equity, TCP will have the right to suspend immediately any TCP Services if deemed reasonably necessary by TCP to prevent any harm to TCP and its business. TCP will provide notice to Client and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, TCP will promptly restore the TCP Services.

15. TCP Representations and Warranties.

TCP represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and delivery of the TCP Services to Client will not violate any applicable laws or regulations of the United States or cause a breach of any agreements between TCP and any third parties.

16. Mutual Representations and Warranties.

Each Party represents and warrants that it has implemented a comprehensive written information security program that includes appropriate administrative, technical and physical safeguards to: (i) ensure the safety and confidentiality of Personal Data; (ii) protect against unauthorized access to and use of Personal Data; (iii) protect against anticipated threats or hazards to the security or integrity of Personal Data, and (iv) comply with applicable data protection laws.

17. Limited Warranty.

TCP represents and warrants that the TCP Services and related products, as described with this Agreement, will perform in accordance with all CP published documentation, contract documents, contractor marketing literature, and any other communications attached to or referenced in this Agreement and that the TCP Services will be f ree of errors and defects that materially affect the performance of the TCP Serv ices (“Limited Warranty”). Client’s sole and exclusive remedy for breach of the Limited Warranty shall be the

prompt correction of non-conforming TCP Services at TCP’s expense.

18. Warranty Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 17 (LIMITED WARRANTY), THE TCP SERVICES ARE PROVIDED BY TCP ON AN “AS IS” BASIS, AND CLIENT’S USE OF THE TCP SERVICES IS AT CLIENT’S OWN RISK. TCP AND ITS SUPPLIERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AGAINST HIDDEN DEFECTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TCP DOES NOT WARRANT THAT THE TCP SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NOTHING STATED OR IMPLIED BY TCP WHETHER THROUGH THE TCP SERVICES OR OTHERWISE SHOULD BE CONSIDERED LEGAL COUNSEL. TCP HAS NO RESPONSIBILITY TO NOTIFY CLIENT OF ANY CHANGES IN THE LAW THAT MAY AFFECT USE OF THE TCP SERVICES. ANY ORAL STATEMENT OR IMPLICATION BY ANY PERSON CONTRADICTING THE FOREGOING IS UNAUTHORIZED AND SHALL NOT BE BINDING ON TCP. CLIENT ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT, CLIENT HAS RELIED UPON CLIENT’S OWN EXPERIENCE, SKILL AND JUDGMENT TO EVALUATE THE TCP SERVICES AND THAT CLIENT HAS SATISFIED ITSELF AS TO THE SUITABILITY OF SUCH SERVICES TO MEET CLIENT’S BUSINESS AND LEGAL REQUIREMENTS.

19. Indemnification.

19.1 Client hereby acknowledges and agrees that TCP may not be aware of all rights available to Client’s Designated Users or Employees under all data protection regimes. Client, to the extent permitted by law, shall indemnify, defend and hold harmless TCP, its Affiliates, Subprocessors, officers, managers, directors, employees, agents, advisors and other representatives (the “TCP Indemnitees”) f rom and against any lawsuit, liability, loss, cost or expense (including reasonable attorneys’ fees) actually incurred or suffered by TCP Indemnitees of every kind and nature to the extent caused by or resulting f rom (i) any breach of a representation or warranty made by Client under this Agreement; or (ii) a third-party claim made against a TCP Indemnitee arising f rom or related to Client’s failure to comply with any applicable domestic or foreign data protection laws or regulations. Client shall have the right to control any defense provided pursuant to this Section 19.1, provided, however, that Client shall not, without TCP’s prior written consent, (A) enter into any settlement or compromise or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to the applicable TCP

Indemnitee of a written release f rom all liability in respect of such third party claim, or (B) enter into any settlement or compromise with respect to any third party claim that may adversely affect the applicable TCP Indemnitee other than as a result of money damages or other monetary payments that are indemnified hereunder.

19.2 TCP will indemnify, defend and hold harmless Client and its Affiliates (the “Client Indemnitees”) f rom and against any lawsuit, liability, loss, cost or expense actually incurred or suffered by a Client Indemnitee of every kind and nature to the extent caused by or resulting f rom a third-party claim made against a Client Indemnitee that the TCP Technology infringes on any

U.S. intellectual property right of a third party; provided, however, that TCP is notified in writing of such claim promptly after such claim is made upon Client. TCP shall have the right to control any defense provided pursuant to this Section 19.2. In no event shall Client settle any such claim without TCP’s prior written approval. If such a claim is made or if the TCP Technology, in TCP’s opinion, is likely to become subject to such a claim, TCP may, at its option and expense, either (i) procure the right to continue using the TCP Technology or portion thereof, or (ii) replace or mo dify the TCP Technology or portion thereof so that it becomes non-infringing. If TCP determines that neither alternative is reasonably practicable, TCP may terminate this Agreement with respect to the portion of the TCP Technology infringing or alleged to infringe. TCP shall have no liability or obligation under this Section 19.2 if the claim arises f rom (i) any alteration or modification to the TCP Technology other than by TCP, (ii) any combination of the TCP Technology with other programs or data not furnished by TCP, or (iii) any use of the TCP Technology prohibited by this

Agreement or otherwise outside the scope of use for which the TCP Technology is intended.

20. Liability Limitation.

Except for claims arising out of Section 19.2 (TCP’s Intellectual Property Indemnity) and Section 5 (Confidential Information), in no event shall TCP’s aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, exceed the sum of amounts paid by Client to TCP during the twelve (12) months immediately prior to the date of the claim.

21. Notices.

Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email (provided delivery is confirmed), or U.S. Mail (registered or certified only), return receipt requested, to the address set forth on the initial page hereof .

22. Assignment.

This Agreement shall not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that either Party may, without the prior consent of the other, assign all of its rights under this Agreement to (i) such Party’s parent company or a subsidiary of such Party , (ii) a purchaser of all or substantially all of such Party’s assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorg anization in which such Party is participating. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

23. Continuing Obligations.

Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof, such clauses to include the following: (i) any and all warranty disclaimers, limitations on or limitations of liability and indemnities granted by either Party herein; (ii) any terms relating to the ownership or protection of intellectual property rights or Confidential Information of either Party, or any remedy for breach thereof ; and

(iii) the payment of taxes, duties, or any money to either Party hereunder.

24. Marketing.

During the Term hereof, Client agrees that TCP may publicly refer to Client, orally and in writing, as a customer of TCP. Any other reference to Client by TCP requires the written consent of Client.

25. Force Majeure.

Except for the obligation to make payments, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, terrorism, acts of God, epidemic, earthquake, f lood, embargo, riot, sabotage, labor shortage or dispute, governmental act or complete or partial failure of the Internet (not resulting f rom the actions or inactions of TCP), provided that the delayed Party:

(i) gives the other Party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

26. Dispute Resolution.

For any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination, interpretation or invalidity thereof or any Invoice, or Order Form, the Parties shall endeavor for a period of two (2) weeks to resolve the Dispute by negotiation. This period may be extended by mutual agreement of the Parties. In the event the Dispute is not successfully resolved, the Parties agree to submit the Dispute to litigation in a court of competent jurisdiction.

27. Waiver of Jury Trial.

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 27.

28. Class Action Waiver.

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

29. Applicable Law; Jurisdiction; Limitations Period.

This Agreement shall be construed under the laws of the State of Texas, without regard to its principles of conflicts of law. To the extent permitted by law, no action, regardless of form, arising out of this Agreement may be brought by either Party more than one (1) year after the cause of action has arisen.

30. Counterparts; Facsimile Signatures.

This Agreement may be executed in multiple counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which shall constitute one and the same instrument. Any signature page of any such counterpart, or any email transmission thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any email transmission of any signature of a Party shall be deemed an original and shall bind such Party.

31. Miscellaneous.

This Agreement constitutes the entire understanding of the Parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the Parties. In the case of any conflict between this Agreement and the Privacy Policy, the Privacy Policy shall control. The failure of either Party to enforce any of the provisions hereof at any time shall not be a waiver of such provision, any other provision, or of the right of such Party thereafter to enforce any provision hereof. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect and be construed and enforced as if such provision had not been included or had been modified as above provided.

Last updated on 11/9/2022

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Perpetual License Agreement

THIS AGREEMENT is entered into as of ______________________________ ("Effective Date"), by and between TimeClock Plus, LLC, a Delaware limited liability company with its principal office located at 1 Time Clock Drive, San Angelo, TX 76904 ("TCP"), and _________________________________________________________________________, with its principal office located at _______________________________________________ (“Client”).

WHEREAS, TCP and Client (the “Parties”) desire to enter into this Agreement for the provision of services by TCP to Client, as provided herein.

NOW, THEREFORE, in reliance on the mutual covenants and promises, representations and agreements set forth herein, the parties agree as follows:

  1. REPRESENTATIONS OF CUSTOMER. By signing the End User Licensing Agreement governed by the Global Data Privacy Policy located at www.tcpsoftware.com/privacy, collectively the agreement ("Agreement"), you represent, warrant and certify that (a) you are 18 years of age or older; (b) you are authorized to bind the company or organization named above under this Agreement, (c) you are authorized to use the payment method specified to engage in transactions relating to TimeClock Plus Services provided by TCP, including any recurring payment information and (d) you have read, understand and agree to the terms and conditions of this Agreement and TCP’s Global Data Privacy Policy found at www.tcpsoftware.com/privacy, which may be amended from time-to-time to adhere to changing data protection legislation.
  2. DEFINITIONS.
    1. "Active Employee" means a Client Employee who is not marked suspended or terminated. For purposes of Employee Licensing Fees, an active employee is one who has been marked as active within the TimeClock Plus system on any date, no matter the duration of being marked active, and such employee will be subject to the Employee License requirements.
    2. "Employee" means Client's employee, agent or contractor for whom Client has agreed to pay an Employee Licensing Fee under this Agreement.
    3. "Services" means the right to access and use TimeClock Plus Software, our website, or the User website interface provided by TCP; including, but not limited to, update servers, mobile apps, knowledge base, and support communities.
    4. "Employee Licensing Fee" means TCP's then current fee for each of Client's Employees to access and use the Services as outlined on the Master Service Order Form.
    5. "Software" means the TimeClock Plus Software and associated modules authorized for Client access and use under this Agreement.
    6. "User" means Client Employees who are not added to the TimeClock Plus Software database as an Employee, but are physically added as Users within the Software with management rights. Users will not be considered Employees and will not incur Employee Licensing Fees, except Users who are added to the database as Employees as well as Users, who are effectively considered Employees and an Employee Licensing Fee will be assessed for each.
    7. "Overages" means the Employee Licensing Fee due as a result of an Active Employee added to the Services in excess of those outlined on the Master Service Order Form. Client is responsible for reporting such Overages for which you will be charged the applicable Employee Licensing Fee.
    8. “Personal Data” means any information that can be used to identify, locate or contact an Employee or User.
    9. “Global Data Privacy Policy” means the then current TCP privacy policy published at www.tcpsoftware.com/privacy. This privacy policy governs all TCP agreements in regards to the controlling, processing, and transferring of Personal Data.
    10. “Employee License” means the Active Employee license of the Software required for a single Employee to use the Services pursuant to this EULA.
  3. USE AND ACCESS. TCP grants Client a nonexclusive, non-transferable, royalty-free license to access and use the Services, where the maximum number of Active Employees in the TimeClock Plus Software does not exceed the number of Employee Licenses purchased in conjunction with Services as reflected on the Master Service Order Form, for the limited purpose of providing collection, management, and disbursement of Client’s accumulated data as specified below, all solely within and subject to the terms, conditions, and limitations herein.

    Client may install the Software on a single server, and the Software may be accessed via a web browser by the number of Employees equal to or less than the number of Employee Licenses purchased in conjunction with the Software license.

    Client will use the Software and Services only for its internal business operations and will not permit the Services to be used by or for the benefit of anyone other than Client. Client will not have the right to re-license or sell rights to access and/or use the Services, except as expressly provided herein. Client will not transmit or share identification or password codes to persons other than authorized TimeClock Plus Employees or Users nor permit the identification or password codes to be cached in proxy servers and accessed by individuals who are not authorized Users. Client will be responsible for all equipment and software required for Client to access the Internet including, without limitation, a web browser compatible with the Services. Client acknowledges that TCP is not responsible for any use or misuse of the Services by Client or its employees or contractors.

    1. Client’s Responsibilities. Client agrees to act as the Data Controller and Data Processor, and appoint TCP as Subprocessor, of information entered by its authorized Employees and Users. Client agrees to impose similar data protection-related terms that will not be less protective than those imposed on TCP by this Agreement and the Global Data Privacy Policy.
    2. Subprocessors. Under this perpetual licensing agreement, TCP will only process Personal Data for the purposes of supporting the Services and will not have any access to Personal Data unless provided by Client for the purposes of technical support. TCP has appointed additional third party data Subprocessors for the purposes of hosting and security services. These Subprocessors may process Personal Data in accordance with the terms of this agreement and the Global Data Privacy Policy. The Subprocessor agreements impose similar data protection-related processing terms on the third party Subprocessor that are not less protective than those imposed on TCP in this Agreement and the TCP Privacy Policy for Client Data Processing Services. TCP has publish an overview of the categories of Subprocessors involved in the performance of the relevant Services which can be found at www.tcpsoftware.com/privacy.
  4. FUNCTIONALITY. The Software is capable of providing the functionality found in TCP’s official product documentation. Differing versions of TimeClock Plus Software, such as Small Business Edition, Professional Edition, Enterprise Edition as well as future Products may have differing functionality as specified in their product documentation.
  5. TECHNICAL SUPPORT. TCP will make available to Client access to TCP's standard instructional materials that TCP generally makes available to Clients for the Software. There may be a charge for any additional assistance or support requested by Client, including telephone and chat support. All Support is for TCP's Products and Services only, excluding third party payroll software, operating platforms, networking, Client’s hardware or anything not originally created and sold by TCP to Client unless expressly agreed upon otherwise. TCP is not responsible for providing maintenance, support or assistance related to Client's operating systems, network, communications, hardware or other Client specific matters. If Client desires additional ongoing assistance, a Support Agreement must be separately negotiated and agreed to for an additional price.
  6. SOFTWARE UPDATES. From time to time TCP will release patches and fixes to TimeClock Plus Software. TCP will provide Client, under the terms of this Agreement, with access to updates to the Software as TCP generally makes such updates available to other similar clients. Software updates are patches or fixes to the Software. Updates do not include upgrades to newer versions of the Software.
  7. HARDWARE MIGRATION, TESTING, AND BACKUPS: Client shall install the Software on a single production server. However, Client may change the particular production server in which Client is authorized to use the Software to another production server within Client's immediate business organization if the Software is no longer used on any former production server. Client may install up to three (3) copies of the Software on additional servers for backup and testing purposes only.
  8. PAYMENT. Client shall pay all fees or charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments will be made in advance of the Service being provided or as otherwise mutually agreed on the Master Service Order Form. All payment obligations are non-cancellable and all amounts paid are non-refundable. If you elect to dispute charges or fees, you must contact TCP in writing within fifteen (15) days of the date of the invoice in question to be eligible to receive an adjustment or credit.
  9. FEES & CHARGES. Client may add additional Employee Licenses at any time, by paying the Employee Licensing Fees. Employees added in excess of the Employee Licenses purchased by Client require the purchase of an Employee License. Client is responsible for reporting these Overages and purchasing the necessary Employee Licenses for all Active Employees. If TCP is required by law to pay or collect any federal, state, local, or value-added tax on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on TCP's net income, then such taxes and/or duties will be billed to and paid by Client immediately upon Client's receipt of TCP's invoice and supporting documentation for the taxes or duties charged.
    1. Initial Product. The fees to be paid by Client to TCP for the Product (Software and Hardware, if any) which Client is obtaining from TCP pursuant to this EULA are specified on the Master Service Order Form or Invoice Prices for software include the licensing for the Software as well as a number of Employee Licenses.
    2. Additional Product. The fees to be paid by Client to TCP for additional Product (Software and Hardware, if any) which Client does not obtain from TCP at this time shall billed at the then current fees for Product. Prices for Product may be changed from time to time by TCP without notice to Client until the Client's new order is accepted by TCP.
    3. Software Updates. TCP currently makes certain Software updates accessible to qualified Clients at no cost. If TCP elects in the future to charge for such updates, the fees to be paid by Client to TCP for Software updates shall be TCP's standard client level prices, as they may be changed from time to time by TCP.
  10. TERM.
    1. Perpetual Licenses. Client's license to use the Software is delivered to Client pursuant to this EULA is perpetual, unless sooner terminated in accordance with the provisions hereof.
    2. Other Items. Access to Software updates, receipt of support and services from TCP, purchase of Hardware and other Products or goods from TCP and all other additional tangible and intangible things or rights beyond Client's license to use the Software delivered to Client pursuant to this EULA may be conditioned upon future new and additional agreements and payments.
  11. TERMINATION.
    1. Mutual Cancellation. This EULA may be terminated by mutual agreement between TCP and Client, by both parties' mutual consent in writing to such a cancellation. Termination pursuant to mutual agreement shall have the same effect as termination generally except to the extent that the parties may otherwise agree in a signed writing.
    2. Termination. Client may terminate this Agreement at any time by notifying TCP in writing thirty (30) days prior to the termination date. TCP may only terminate this Agreement for cause, including, without limitation, failing to pay fees when due to TCP, failing to protect TCP's proprietary rights to the Software, or Client's failure to comply with any term of this Agreement, or without limitation, any of the guidelines, requirements, or monetary terms incorporated here by reference, or Client becomes insolvent or bankrupt or ceases to do business, or TCP choosing to cease offering to license the Software to Client's class of clients in Client's county. TCP may suspend performance upon Client failing to pay fees when due until such fees are paid. If a default is both a material substantial breach and incurable, such as a knowing failure to protect TCP's proprietary rights to the Software by permitting a competitor of TCP to have access to the Software, termination may be made with immediate effect. If Client commits acts which, in TCP's good faith determination, substantially adversely affect the parties' relationship after Client has been warned in writing concerning same; such as documented repeated abuse of TCP's staff, repeated publication of statements hostile to TCP or derogatory concerning the Software, or a pattern of repeated breaches of this Agreement, then TCP may terminate this Agreement.
    3. Effect of Termination. In the event of termination, Client will immediately discontinue all use of the Software and remove and return all versions and copies (digital, paper, or otherwise) and all associated materials to TCP and deliver to TCP Client's unconditional verification that this has been completed. Termination does not affect any right to fees earned prior to the termination. Without limiting the general survivability of terms which, by their nature, survive termination, the provisions herein concerning confidentiality and proprietary rights, ownership, and limitations of warranties and liability, Intellectual Property, dispute resolution, and all other obligations which, by their terms imply that they are intended to survive termination, expressly survive termination. Neither termination nor the existence of claims by Client against TCP is a defense to TCP's immediate enforcement of any obligation. TCP is not liable for any termination compensation whether based on goodwill, investments made, or otherwise. If a notice of termination or a notice of intent to terminate is given by TCP, then no communication from TCP except a written communication issued directly by TCP's President is effective to delay, waive, modify, revoke, or otherwise change the notice or its effect.
  12. OPERATIONS
    1. Independent Businesses. This EULA does not create an agency, partnership or joint venture. Neither party will represent itself as an agent, representative or partner of the other. All restrictions and requirements TCP imposes on Client herein or elsewhere solely concern the relationship between TCP and Client. Day-to-day conduct of business by Client and Client 's employees including, without limitation, employee relations and safety, payment of salary, overtime, bonuses, taxes and other liabilities, work performed for customers, goods delivered to customers, Personal Data confidentiality, applicable data subject rights, etc., shall be controlled solely by Client and not by TCP. TCP has no power to instruct Client or Client’s employees to do or not do any specific thing or practice except as set forth herein. The standards and restrictions herein relate solely to the parties' rights with respect to each other and do not control Client's actions or failure to act with respect to Client's customers, employees, or other third parties. Client may not use TCP's name, trademarks, or logos in a way which implies to the public, suppliers, creditors or others that Client's business is an agent for TCP or has any association with TCP beyond having a legal right to use the Software. Neither party will make any promises or representations concerning the other, or its goods or services, except as expressly authorized in writing. Each party is an independent entity solely responsible for its own management, safety, legal compliance, data protection, employee relations, taxes, hiring, firing, operations, goods, services, etc. Every contractual duty herein is subservient to the parties' obligation to the public to do all things necessary for public and employee safety and to comply with all applicable laws. Neither party is liable under any circumstance for any act, omission, contract, debt, or other obligation of the other.
    2. Standards. Client shall comply with all applicable laws and regulations relating in any way to Client's use of the Product; keep the original Software media and all copies in Client's possession and direct control; not engage in any activity which results or may reasonably be anticipated to result in harm to the reputation of TCP or TCP's Products or litigation against or public criticism of TCP or TCP's Products; never threaten to breach the EULA or indicate to any entity that Client is not bound by it; not allow or engage in unlawful, unsafe, or unethical practices; rely solely on Client's own attorney's advice in these regards; and obtain all necessary governmental approvals and licenses for all acts taken by Client under or relating to this EULA and deliver copies of the same to TCP upon TCP's request. Client will ensure that Client's relationship with TCP is conducted in strict compliance with this EULA. Client will not enter into agreements that conflict with Client's obligations to TCP.
    3. Data Protection and GDPR Compliance. TCP has adopted the provisions contained in the Global Data Privacy Policy for dealing with Personal Data in accordance with GDPR and other applicable data protection laws.
      1. Instructions. TCP, as Subprocessor, will process certain categories and types of Personal Data only upon Client’s instructions and in accordance with applicable data protection laws (e.g. GDPR). Client is responsible for ensuring those who provide instructions are authorized to do so and agrees that TCP will only perform processing activities that are necessary and relevant to support the Software. Under this perpetual licensing agreement, TCP will only process Personal Data for the purposes of supporting the Services and will not have any access to Personal Data unless provided by Client for the purposes of technical support.
      2. Requests. Client will have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which is was obtained. Client agrees to adopt a balanced and reasonable policy for managing Subject Access Requests (SARs) and 3rd party disclosures which safeguard the rights of all data subjects and respects the original purpose of the data collection. Client, as both Data Controller and Data Processor, will be responsible for receiving, investigating, documenting, and responding to all data subject requests for inspection or erasure of Personal Data.
      3. Assistance. Should Client receive a request from a data subject for the exercise of the data subject’s rights under applicable data protection laws, and the correct and legitimate reply to such a request necessitates TCP’s assistance, TCP shall assist the Client by providing the necessary information and documentation. TCP shall be given reasonable time to assist the Client with such requests in accordance with the applicable law.
      4. Confidentiality. TCP shall treat all Personal Data as strictly confidential information that may not be copied, transferred, or otherwise processed without the instruction of the Client. Transfer of Personal Data to another data controller or data processor (e.g. HRIS or Payroll application) is at the sole discretion of the Client and shall comply with applicable data protection laws.
      5. Indemnity. Client acknowledges that TCP may not know the applicable data protection rights of any given Employee and agrees to indemnify and hold harmless TCP from any and all direct claims, damages and demands, including reasonable attorney’s fees, arising out of Client’s violation of applicable data protection laws. Nothing in this Agreement relieves TCP of its own direct responsibilities and liabilities under the applicable data protection laws.
    Further information about TCP’s use of data and data retention policies can be found in the Global Data Privacy Policy at: www.tcpsoftware.com/privacy.
  13. WARRANTY AND DISCLAIMER. EXCEPT AS EXPRESSLY STATED HEREIN, TCP EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF ANY INFORMATIONAL CONTENT OR THOSE ARISING BY STATUTE, OF CONFORMITY TO ANY REPRESENTATIONS OR DESCRIPTIONS NOT CONTAINED HEREIN, OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, TCP DOES NOT WARRANT THAT ANYTHING WILL MEET CUSTOMER'S REQUIREMENTS, WILL BE UNINTERRUPTED, SECURE, RELIABLE, ACCURATE OR ERROR-FREE. TCP HAS NO OBLIGATIONS CONCERNING PRODUCTS OR SERVICES USED OUTSIDE THE U.S.A. UNLESS THEY ARE STATED IN WRITING BY TCP TO BE EXPORT PROGRAM PRODUCTS AND ARE ISSUED AN EXPORT PROGRAM WARRANTY. TCP'S OBLIGATIONS, IF ANY, ARE CONDITIONAL ON CUSTOMER PROMPTLY COMPLYING WITH ALL OF THIS AGREEMENT'S TERMS AND CONDITIONS. CUSTOMER ACCEPTS SERVICES "AS IS" AND WITH ALL FAULTS. THE LIMITED WARRANTIES AND REMEDIES IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES CONCERNING ANY GOODS, SERVICES, OR INTANGIBLES, NOW OR IN THE FUTURE.
  14. LIABILITY LIMITATION. IN NO EVENT SHALL TCP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR REMEDIES RELATING TO SERVICES OR ANY TCP PRODUCTS, GOODS, OR INTANGIBLES (EXCLUDED DAMAGES INCLUDE, WITHOUT LIMITATION, FOR LOST PROFITS, BUSINESS INTERRUPTION, COSTS OF DELAY, FAILURE OF DELIVERY, REVENUE, GOODWILL, LOST OR DAMAGED DATA, DOCUMENTATION OR EQUIPMENT, LOSS OF BUSINESS INFORMATION, COST OF REMOVAL OR INSTALLATION OF ANYTHING, INTERCEPTIONS, DEFECTS, VIRUSES, DELAYS, OR FAILURE OF PERFORMANCE, OTHER LOSS ARISING OUT OF USE, OR INABILITY TO USE SERVICES, LIABILITIES TO THIRD PARTIES, INABILITY TO USE TIMECLOCK PLUS ONDEMAND SERVICES, ERRORS IN THE SOFTWARE, MALFUNCTIONS OR ERRONEOUS DATA, PAYMENTS TO THIRD PARTIES WHICH ARE TOO SMALL, TOO LARGE, TOO LATE OR ARE OTHERWISE IMPROPER), EVEN IF TCP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT, WARRANTY, ETC.), ANY ASSERTED TCP BREACH OF PROMISE OR WARRANTY; ANY ACT OR FAILURE TO ACT; NEGLIGENCE INCLUDING GROSS NEGLIGENCE; OR ANY CLAIM MADE AGAINST CUSTOMER BY ANY OTHER PARTY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL TCP'S LIABILITY (FOR ALL CAUSES OF ACTION), EXCEED THE AMOUNT PAID BY CUSTOMER TO TCP FOR TOTAL MONTHLY EMPLOYEE FEES PAID TO TCP FOR THE PRECEDING 3 MONTHS FROM THE DATE OF THE INCIDENT. THESE LIMITATIONS ARE INDEPENDENT AND APPLY REGARDLESS OF THE BASIS OF THE CLAIM, INCLUDING, BUT NOT LIMITED TO, A FINDING THAT A WARRANTY, CONDITION, OR REMEDY HAS FAILED ITS ESSENTIAL PURPOSE, BREACH OF CONTRACT (INCLUDING, BUT NOT LIMITED TO, FUNDAMENTAL BREACH), TORT, (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR MISREPRESENTATION), BREACH OF STATUTORY DUTY, OR OTHER LEGAL OR EQUITABLE THEORY. ANY CAUSE OF ACTION CUSTOMER MAY HAVE AGAINST TCP, ITS AFFILIATES, OFFICERS AND AGENTS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR SHALL BE FOREVER BARRED. TCP'S MAXIMUM AGGREGATE LIABILITY SHALL NEVER EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE DATE OF THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE BASIS OF THE CLAIM.
  15. INTELLECTUAL PROPERTY. The TimeClock Plus Software is licensed to Client, not sold. This EULA does not convey to Client any interest in or to the Software or Services, but only a limited right of use, revocable in accordance with the terms of this EULA. All rights not expressly granted in this EULA are reserved by TCP. All title and copyrights in and to the Software, Product, related materials and copies thereof are always only owned by TCP. All rights not specifically granted to Client under this EULA are reserved by TCP. Client will be the owner of all data or information created by Client and stored on TCP's database servers.
  16. CONFIDENTIALITY. Client acknowledges that the Services and TimeClock Plus Software contain valuable confidential information that is proprietary and valuable to TCP. Client will safeguard its access to Services and Software installed on Client's servers using the same standard of care that Client uses for its own confidential information. TCP agrees to hold Client's data and information as confidential and it will not, without the prior written consent of Client and in accordance with applicable data protection laws, be disclosed or be used for any purposes other than the performance of this Agreement. TCP will safeguard the confidentiality of such data or information using the same standard of care that TCP uses for its own confidential information as governed by the Global Data Privacy Policy. All pricing terms are confidential, and you agree not to disclose them to any third party.
  17. GOVERNING LAW. THIS AGREEMENT IS SOLELY GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE U.S. DEPARTMENT OF COMMERCE. EACH OF THE PARTIES HERETO IRREVOCABLY AGREES TO EXCLUSIVE JURISDICTION BY THE COURTS LOCATED IN TEXAS.
  18. U.S. GOVERNMENT RESTRICTED RIGHTS. If Client is acquiring the Software on behalf of any unit or agency of the United States Government, the following provision applies: It is acknowledged that the Software and the documentation were developed at private expense and that no part is in the public domain and that the Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (C)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs c (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
  19. DISPUTE RESOLUTION. For any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination, interpretation or invalidity thereof or any Invoice, or Order Form, the parties shall endeavor for a period of two (2) weeks to resolve the Dispute by negotiation. This period may be extended by mutual agreement of the Parties. In the event the Dispute is not successfully resolved, the parties agree to submit the Dispute to litigation in a court of competent jurisdiction.
    1. WAIVER OR JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
    2. CLASS ACTION WAIVER. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
  20. ASSIGNMENT. This Agreement shall not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may, without the prior consent of the other, assign all of its rights under this Agreement to (i) such party's parent company or a subsidiary of such party, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which either party is participating. This Agreement shall bind and insure to the benefit of the parties and their respective successors and permitted assigns.
  21. WAIVERS. Client shall make a timely written request to TCP whenever this Agreement requires approval. TCP's approval must be in writing to be effective and relied upon by Client. TCP assumes no liability or obligation and makes no representation or warranty by denying, granting, or providing any waiver, approval, advice, consent or suggestions to Client or for any neglect, delay or denial of any requests therefore. Failure of TCP to exercise any right, power or option or to insist on strict compliance with the terms hereof will not comprise a waiver with respect to any other or subsequent breach of the same or different nature nor a waiver of TCP's right to at any time require exact and strict compliance with all terms hereof and declare any breach or default. No custom or practice waives TCP's right to demand exact compliance with this Agreement. TCP's rights and remedies herein are cumulative with any other rights or remedies which may be granted by law or equity. It is expressly agreed that the description of any breach or default in any notice by TCP, including, without limitation, a notice of termination, will not preclude the later assertion of other additional defaults or breaches, whether known or unknown at the time of the notice. Subsequent acceptance by TCP of any payments or performance is not a waiver of any preceding breach by Client. TCP reserves the right, from time to time, to waive observance or performance of the whole or any part of an obligation imposed on Client by this Agreement. No waiver of any default of any term, proviso, covenant or condition of this Agreement by TCP constitutes a waiver by TCP of any prior, concurrent or subsequent default of the same or any other term, proviso, covenant or condition hereof.
  22. CONSUMER RIGHTS WAIVER. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION, CUSTOMER VOLUNTARILY WAIVES ITS RIGHTS UNDER LAW THAT GIVES PURCHASERS OR CONSUMERS SPECIAL RIGHTS OR PROTECTIONS, INCLUDING, WITHOUT LIMITATION, THE DECEPTIVE TRADE PRACTICES- CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE
  23. SAVINGS CLAUSE. This Agreement shall be construed, interpreted and reformed to avoid violating any applicable law, and to preserve its intent to the fullest possible extent. If any statute, law, by-law, ordinance or regulation promulgated by any competent authority with jurisdiction over any part of this Agreement or Client's Business or any court order pertaining to this Agreement requires a longer or different notice period than that specified herein, the notice period herein shall automatically be deemed to be amended so as to conform with the minimum requirements of such statute, law, by-law, ordinance, regulation or court order. The unenforceability of any part, segment, or clause hereof will not affect the validity of the remaining portions hereof as the parties would have executed the remaining portions of this Agreement without such portions as may be invalid except that if any portions relating to restrictions on Client or Client's payments to TCP are finally determined to be unenforceable, TCP may elect to terminate this Agreement. Client expressly agrees to be bound to the maximum extent permitted by law, as if separately set forth herein, with respect to any remaining reformed part of this Agreement if it is held to be unenforceable as written. In the event of legislation, government regulation, or changes in circumstances beyond the control of TCP that materially affects the relationship between TCP and the Client, TCP shall have the right to reform and modify this Agreement to the limited extent reasonably needed to both adapt the Agreement to the changed circumstances and preserve the parties' original intent as expressed herein to the greatest extent possible. The parties do not intend to charge usurious rates of interest. If applicable law determines any obligation, charge or payment to be an unlawful charge or overcharge of interest, such obligation, charge or payment is automatically reduced to the maximum lawful rate, the excess to be refunded if already paid, the repayment comprising a complete remedy.
  24. DISCLOSURES. Client has reviewed or had an opportunity to review TCP's website or documentation relevant to the chosen Products and conducted an independent review of all relevant matters, and decided that the same meet Client's expectations. Client accepts sole responsibility for (i) Client's Products configuration, design, and requirements, (ii) selection of the specific Products to achieve Client's intended results, (iii) any modifications or changes to the Products, and (iv) all intended interfacing between and usefulness, if any, of TCP's Products and any non-TCP software, hardware, inputs, output, personnel, or Client's requirements. TCP does not promise or represent that Client will be able to open or continue a business, or that Client's business will be successful. TCP's technical support consists of general guidelines concerning TCP's standard methods, procedures, and guidelines. TCP's technical support is not tailored to any Client's specific circumstances and is not promised or represented to provide any specific benefit or result. TCP does not promise or represent that TCP will repurchase anything from Client. No one at TCP has authority to make representations or promises which are contrary to or which modify, or extend anything stated in this Agreement except pursuant to a writing signed by TCP's President or a designated representative. Client acknowledges that it has had ample opportunity to seek legal counsel and analyze and negotiate the various provisions herein and to review, compare and analyze all aspects and characteristics of the Products.
  25. AMENDMENT. TCP reserves the right, at its sole discretion, to amend this EULA from time to time. If there is a conflict between this EULA and the most current version of this EULA, the most current EULA which may be posted at https://www.tcpsoftware.com/agreements/perpetual, will prevail. If Client does not accept amendments made to this agreement, then this license will be immediately terminated pursuant to "Terms and Termination". Client accepts this EULA in its electronic format each time Client opens or executes TCP's Software. TCP may change the EULA from time to time, including, without limitation, material changes and changes to the parties' rights and obligations and to then currently available Product or fees. The most current EULA entered into between Client and TCP shall govern all past, then current, and future transactions and all of the parties' rights, duties, and relationship unless and until a different EULA is subsequently entered into between the parties.
  26. ACCEPTANCE. Client's acceptance of this Agreement is indicated by Client's execution of this Agreement or the Master Service Order Form, or installing or using any part of the Software, or downloading or installing any part of an update, module, fix, or revision to the Software which has been made available by TCP. Client's acceptance of the then-current EULA as then currently posted on TCP's website is made and reaffirmed each time Client performs any of these actions.
  27. ENTIRE AGREEMENT. This document in conjunction with the Master Service Order Form make up this complete Agreement, and it is solely the exclusive, complete, and entire Agreement between the parties superseding all prior representations or other agreements concerning its subject matter and supersedes any and all prior communications, proposals, advertising, discussions, representations, and understandings.
  28. SEVERABILITY. If any term of this Agreement is found to be unenforceable or contrary to law, the remaining portions of this Agreement will remain in full force and effect.
Signature of Authorized Representative   Dated
Name of Representative  
Signature of Authorized TimeClock Plus, LLC Representative   Dated
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Service Level Agreement

This Service Level Agreement is an addendum to the Master Licensing Agreement or Perpetual Licensing Agreement – EULA, hereafter referred to as the “Licensing Agreement”, made and entered into by and between TimeClock Plus, LLC (“TCP”) and Client. TCP reserves the right to continuously improve the Support and Maintenance and to adapt such services to changes in technology and to TCP’s business environment. Solely for these purposes, TCP reserves the right to modify, elaborate, remove or add to some or all of the provisions of these Service Level Agreement terms at TCP’s sole discretion and without further notice, provided that any such improvement or adaptation shall not result in a diminution of the overall level of service. All Support and Maintenance will be provided in accordance with applicable data protection laws and the Privacy Policy which can be found at www.tcpsoftware.com.com/privacy.

  1. Definitions. Capitalized terms herein, but not included in this Section 1, shall have the meaning set forth in the Licensing Agreement and/or attached Addendums.
    1. 24/7 Support” means continuous service is provided for twenty-four hours per day, seven days per week, and throughout the year.
    2. Issue” means a failure of the Software to substantially conform to the functional specifications set forth in TCP published documentation.
    3. Major Release” means a release in which the version number to the left of the first decimal point increases (e.g., 7.0 to 7.1).
    4. Minor Release” means a release of the Software in which the version number to the right of the first decimal point increases (e.g., 7.0 to 7.1).
    5. On Premise” means an installation of TCP’s software application(s) in Client’s data center, whether at Client’s physical location or in Client’s private hosted cloud.
    6. Response Time” means the time period in which the assigned support resource shall provide Client with an initial technical response as a result of an Issue reported by Client.
    7. Software” means the certain software program(s) purchased by Client. Software includes both On Premise and cloud hosted (“TCP Services as defined in the Licensing Agreement”) software programs.
    8. Standard Support” means the Standard support level of Support and Maintenance as set out in Section 3.
    9. Standard Support Hours” means the hours between 7:00 am CST and 7:00 pm CST, excluding Saturday, Sunday, and TCP recognized employee holidays.
    10. Support and Maintenance” means the support and maintenance services to be provided by TCP to the Client in accordance with purchased Hardware and/or Software Support and Maintenance Agreement. All Support and Maintenance will be provided to Client in accordance with the terms of the Hardware and/or Software Support and Maintenance Agreement and the terms of this Service Level Agreement.
    11. Support Plan” means the specific Software and/or Hardware Support and Maintenance Agreement that has been purchased by Client.
    12. Term” has the same meaning as defined in the Order Form or Licensing Agreement.
    13. Updates” means service packs, patches, hot fixes, or workarounds for a particular version of the Software. “Updates”, includes Minor Releases but excludes any Major Releases or other releases of the Software or any other products that Service Provider, in its sole discretion, licenses separately for an additional fee. Major Releases will be provided according to the Support Level the Customer purchases from Service Provider. All Updates and Major Releases are licensed to Customer and subject to the terms and conditions of the License Agreement. If there is no such agreement, then the terms accompanying the Software will govern.
    14. Workaround” means a modification or “patch” for a particular version of the Software, which may be of a temporary or interim nature, to help cure or avoid an Issue.
  2. Support and Maintenance Services. In consideration of the Client’s payment of the applicable fees related to the Client selected Support Plan(s), Service Provider agrees to provide Support and Maintenance for the duration of the Term, and solely for the Software and/or Supported Hardware.
  3. Software Support and Maintenance.
    1. Software Maintenance. TCP shall use commercially reasonable efforts to maintain the Software so that it operates without Issues. Software maintenance includes the Software features that TCP makes generally available to its Client base during the applicable Term. These Software features, include Minor Releases, Major Releases, and Updates to the Software.
    2. Software Support. Support Services include:
      1. Information gathering and analysis of Software to identify Issues;
      2. Chat, email, or telephone consultation regarding the use and operation of the Software that does not rise to the level of training;
      3. Configuration changes for the Software;
      4. Repair or replacement of open source software with functionally equivalent software; and
      5. Issue correction in accordance with the Support Response Time Goals below.
    3. Severity Classification and Response Time Goals. Issues are classified according to severity of impact on the use of the Software, according to the Support Response Time Goal chart below. All disputes regarding severity classification will be resolved by TCP in its sole discretion.
  4. Hardware Support and Maintenance.
    1. Hardware Maintenance. TCP shall use commercially reasonable efforts to maintain the Supported Hardware so that is operates without Issues. Hardware maintenance include the Updates that TCP generally makes available to its Client base during the applicable Term. Hardware maintenance also includes replacement services as defined in the Hardware Support and Maintenance Agreement.
    2. Hardware Support. Support Services include:
      1. Information gathering and analysis of Supported Hardware to identify Issues;
      2. Chat, email, or telephone consultation regarding the use and operation of the Supported Hardware that does not rise to the level of training;
      3. Configuration changes for the Supported Hardware;
      4. Issue correction in accordance with the Support Response Time Goals below.
    3. Severity Classification and Response Time Goals. Issues are classified according to severity of impact on the use of the Supported Hardware, according to the Support Response Time Goal chart below. All disputes regarding severity classification will be resolved by TCP in its sole discretion.
    Severity Impact Response Time Goal
    Level 1 Production system is down, impacting all applications and associated business systems. No Workaround exists.

    A Level 1 Issue will immediately be assigned to a TCP support technician who will contact Client within one (1) business hour with an initial response. The support technician will then work without interruption on the Issue until a resolution is reached, either in the form of a complete fix, or an interim Workaround solution that will cause the level of urgency to drop to Level 2.

    Level 1 Issues qualify for 24/7 Support for Clients who have purchased this Support Plan.

    Level 2 Production system performance is degraded, but operational; Issue affects essential functions and no Workaround exists; or Issue is blocking critical systems tests or deliverables.

    A Level 2 Issue will immediately be assigned to a TCP Support Technician who will contact Client within two (2) business hours with an initial response. The support technician will then work without interruption during standard support hours until a resolution is reached, either in the form of a complete fix, or an interim Workaround solution that will cause the level of urgency to drop to Level 3.

    Level 2 Issues qualify for 24/7 Support for Clients who have purchased this Support Plan.

    Level 3 General product questions relating to development, feature issues, or Documentation.

    A Level 3 Issue will be assigned to a TCP Support Technician who will contact Client within one (1) business day with an initial response. The support technician will work on the issue during Standard Support Hours.

    Level 3 Issues do not qualify for 24/7 Support for Clients who have purchased this Support Plan

  5. Obligations of Client
    1. Support Contact. All communications relating to Support and Maintenance will be supervised, coordinated, and undertaken by a primary Client contact unless additional contacts are designated as an approved contact persons by Client’s primary contact. Issues related to the security of Clients Data, including but not limited to, password resets, may require approval of Client’s primary contact.
    2. Pre-Call Procedures. Prior to requesting support fromTCP, Client shall comply with all published operating and troubleshooting procedures for the Software. If such efforts are unsuccessful in eliminating the Issue, Client shall then promptly notify TCP of the Issue. Client shall confirm that the following conditions are true before contacting Service Provider for support:
      1. If possible, the situation giving rise to the Issue is reproducible in the Software;
      2. The Client contact has the technical knowledge regarding the Software, any other software or hardware systems involved, and in the facts and circumstances surrounding the Issue;
      3. The entire system, including all Software and Supported Hardware, is available to the Client contact during any communication with the assigned TCP support technician; and
      4. If requested and required, Client must make available to TCP a technical representative during Standard Support Hours for all Issues. TCP reserves the right to suspend all work relating to any Issues during periods for which the Client does not provide access to Client’s technical representative or requested data to continue to work on the Issue.
    3. Remote Connection. If appropriate, Client will cooperate with TCP to allow and enable TCP to perform Support and Maintenance via remote connection using standard, commercially available remote control software. On Premise Clients will be solely responsible for instituting and maintaining proper security safeguards to protect Client’s systems and data.
    4. Disclaimer. TCP shall not be responsible for providing Support and Maintenance, Updates, or any other support and maintenance to the extent that Issues arise because Client (i) misuses, improperly uses, mis-configures, alters, or damages the Software; (ii) uses the Software with any hardware or software not recommended or sold by TCP; (iii) uses the Software at any unauthorized location; (iv) fails to install an Update to the Software if such Update would have resolved the Issue; or (v) otherwise uses the Software in a manner not in accordance with the License Agreement.
  6. Limitations of Support and Maintenance Services.
    1. Non-Compliance Problems. If Client notifies TCP of a problem and TCP correctly determines that the problem is due to Client’s incorrect or improper use of the Software or failure to comply with the terms of the License Agreement an attached Addendums, the resolution of such problem is not covered by Support and Maintenance. However, TCP may provide additional services to correct the problem pursuant to a separate Statement of Work.
    2. Release Support Period. TCP shall support a release of the Software if such release (i) was made generally available during the previous twenty-four (24) months. TCP may extend Support and Maintenance to prior Major Releases and Minor Releases at its sole discretion.
    3. Third-Party Products. Support and Maintenance does not cover the operation or use of third-party hardware or software or Software modified by any party other than TCP or used in any manner in violation of the License Agreement or inconsistent with TCP published product documentation.
    4. Data.
      1. On Premise Clients are encouraged to backup data often and to always do so prior to installing any Update. TCP will have no responsibility for loss of or damage to On Premise Client’s data, regardless of the cause of any such loss or damage.
      2. On Demand Supplemental Terms shall apply to Clients who have purchased TCP Services under a Licensing Agreement
  7. Termination; Effects of Termination
    1. TCP will provide Support and Maintenance services for the Term of the Hardware and/or Software Support and Maintenance Agreement as defined by the applicable Order Form. For clarity, the TCP will provide Client with an option to select a single year or multi-year period of coverage; upon selecting such period of coverage, the period selected shall constitute the Term of the Support and Maintenance Agreement. Client shall be contractually obligated to pay the fees for the full length of the Term and, unless terminated in accordance with the terms herein prior to the expiration of the Term, TCP shall be obligated to provide the selected Support Plan to the Client for the duration of the Term.
    2. Termination of Support Terms. If TCP or Client terminates the License Agreement in accordance with the terms provided therein, then the Support and Maintenance hereunder will also terminate. Further, TCP may terminate these this Agreement upon the following conditions:
      1. if Client fails to make any payments due hereunder within fifteen (10) days after TCP delivers notice of default to Customer;
      2. by giving prior written notice to Client if Client fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from Client’s receipt of TCP’s notice to cure such non-performance of material obligation; or
      3. if Client files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
  8. Warranty. TCP warrants all services performed under this Agreement shall be performed in a workmanlike and professional manner. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT TCP MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

On Demand Supplemental Terms

  1. On Demand Services Level Agreement. In the event that Client experiences any of the service performance issues defined in Sections 2.1 and 2.2 as a result of TCP’s failure to provide TCP Services, TCP will, upon Client’s request in accordance with Section 3, credit Client’s account as described below. The Service Credit shall not apply to performance issues (i) caused by factors outside of TCP’s reasonable control; (ii) that resulted from any actions or inactions of Client or any third parties; or (iii) that resulted from Client equipment or third party equipment that is not within the sole control of TCP.
  2. Definitions. For purposes of this Agreement, the following definitions shall apply only to the TCP Services. References to Section numbers in these Supplemental Terms shall apply to Sections in these Supplemental Terms, unless expressly provided otherwise.
    1. Downtime” shall mean “unplanned” network unavailability within TCP’s United States network for thirty (30) consecutive minutes due to the failure of TCP to provide TCP Services for such period. Downtime shall not include any packet loss or network unavailability during TCP’s scheduled maintenance of the Internet Data Center(s), network and TCP Services.
    2. Performance Problem” shall mean a material deterioration in the performance of the TCP Services excluding any Downtime.
    3. Service Credit” shall mean an amount equal to the pro-rata monthly recurring connectivity charges (i.e., all monthly recurring bandwidth-related charges) for one (1) day of TCP Services.
  3. Downtime Periods. In the event Client experiences Downtime, Client shall be eligible to receive a one-time Service Credit for each Downtime period; provided, however, that in no event shall Client be entitled to more than two (2) Service Credits for any given calendar day. For example, if Client experiences one (1) Downtime period, then Client shall be eligible to receive one (1) Service Credit; if Client experiences two (2) Downtime periods, whether from a single event or multiple events, then Client shall be eligible to receive two (2) Service Credits.
  4. Performance Problem. In the event that TCP discovers or is notified by Client that Client is experiencing a Performance Problem, TCP will take all commercially reasonably actions necessary to determine the source of the Performance Problem.
  5. Discovery of Source; Notification of Client. Within four (4) hours of discovering or receiving notice of the Performance Problem, TCP will use commercially reasonable efforts to determine whether the source of the Performance Problem is limited to the TCP Services or whether the Performance Problem arises from the Client equipment or Client’s connection to the Internet. TCP will notify Client of its findings regarding the source of the Performance Problem promptly after the additional four (4) hour period.
  6. Correction. If the source of the Performance Problem is within the sole control of TCP, then TCP will use commercially reasonable efforts to remedy the Performance Problem within four (4) hours of determining the source of the Performance Problem. If the source of and remedy to the Performance Problem reside outside of the sole control of TCP, then TCP will use commercially reasonable efforts to notify the party responsible for the source of the Performance Problem and cooperate with it to resolve such problem as soon as possible.
  7. Service Credits for Performance Problems. In the event that TCP (i) is unable to determine the source of the Performance Problem within the time periods described in Section 5; or (ii) is the sole source of the Performance Problem and is unable to remedy such Performance Problem within the time period described in Section 6, TCP will deliver a Service Credit to Client for each four (4) hour period incurred in excess of the time periods for identification and resolution described above; provided, however, that in no event shall Client be entitled to more than two (2) Service Credits for a given calendar day.
  8. Client Must Request Service Credit. Upon receipt of a written request from Client for a prior calendar month requesting information regarding a specific instance of Downtime or Performance Problem, TCP will provide Client with a related incident report from which Client may determine any Downtime and/or Performance Problems. In order to receive a Service Credit in connection with a particular instance of Downtime or a Performance Problem, Client must notify TCP within thirty (30) days from the time Client becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Client’s right to receive a Service Credit for the applicable instance of Downtime or Performance Problem.
  9. Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by TCP to Client for any and all Downtime and Performance Problems that occur in a single calendar month shall not exceed seven (7) Service Credits. Any Service Credits owed shall be issued in the TCP invoice in the month following the Downtime or Performance Problem, unless the Service Credit is due in Client’s final month of Service. In such case, a refund for the dollar value of the Service Credit will be mailed to Client.
  10. Termination Option for Chronic Problems. Client may terminate this Agreement and without liability or penalty to TCP by notifying TCP within ten (10) days following the occurrence of either of the following: (i) Client experiences more than five (5) Downtime periods in any three (3) consecutive calendar month period; or (ii) Client experiences more than eight (8) consecutive business hours of Downtime due to any single event. Such termination will be effective thirty (30) days after receipt of such notice by TCP.
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Data Processing Addendum

This Data Processing Addendum (the “DPA”) is incorporated into and supplements the terms and conditions of the TimeClock Plus OnDemand License Agreement or the TimeClock Plus Perpetual Terms and Conditions, each available at https://www.timeclockplus.com/terms, or other agreement between you (“Client”) and TimeClock Plus, LLC (“TCP”) governing Client’s use of the software products and services provided by TCP to Client from time to time (the “TCP Services”) (such agreement between TCP and Client, the “Agreement”). For the avoidance of doubt, all references to the “Agreement” shall include this DPA. TCP and Client may individually be referred to as a “Party”, and collectively as the “Parties”.

  1. Definitions.
    1. “Affiliate” means any parent or subsidiary corporation, and any corporation or other business entity controlling, controlled by or under common control with a Party.
    2. “Biometric Data” means any information based on an individual’s retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry which is used to identify an individual, regardless of how it is captured, converted, stored or shared.
    3. “Client Data” means all of Client’s data processed or stored by or transmitted to TCP in connection with the Agreement, including, without limitation, all Personal Data contained therein.
    4. “Designated User” means the individual Employees who are authorized by Client to use the TCP Services on behalf of the Client, and whose Personal Data may be processed or stored by or transmitted to TCP in connection with the Agreement.
    5. “Employee” means Client’s individual employee, worker, consultant, substitute or contractor.
    6. “Global Data Privacy Policy” means TCP’s Global Data Privacy Policy located at https://www.timeclockplus.com/privacy, as updated from time to time.
    7. “Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Employee or Designated User.
    8. “Subprocessor” means any third party entity that processes Personal Data on behalf of TCP and to which TCP discloses Personal Data for a business purpose pursuant to a written contract, provided that the contract prohibits such entity from retaining, using, or disclosing the Personal Data for any purpose other than for the specific purpose of performing the services identified in such contract.
  2. Data Processing.
    1. TCP shall provide the TCP Services to Client in accordance with, and Client’s use of the TCP Services is subject to, the terms and conditions of the Agreement and the Global Data Privacy Policy.
    2. Client hereby grants TCP a worldwide, royalty-free, non-exclusive, limited license to use, host, copy, transmit, display, modify and create derivative works of Client Data for the express purpose of providing the TCP Services. Client acknowledges and agrees that it will determine the means and purposes of processing Client Data, and that TCP acts solely as a service provider that processes Client Data on behalf of and at the direction of Client for the sole purpose of performing the TCP Services under the Agreement. Client is responsible for ensuring that all Designated Users who provide instructions to TCP on Client’s behalf are authorized to do so. Client shall have sole responsibility for the accuracy, quality, content, legality and use of Client Data and the means by which any Personal Data is obtained from Designated Users and Employees and transferred to TCP, and Client is solely responsible for any transfer of Personal Data to any third party data controller or data processor (e.g., human resources or payroll application), and TCP shall have no liability in connection therewith. Client agrees to implement data protection-related procedures that will not be less protective than those imposed on TCP by the Agreement and the Global Data Privacy Policy.
    3. TCP is expressly prohibited from processing any Client Data for any purpose other than for the specific purpose of performing the TCP Services, unless requested by Client or required by applicable law. TCP is expressly prohibited from selling Personal Data under any circumstances and for any purpose. No other collection, use, disclosure or transfer (except to Subprocessors in accordance with Section 3) of Client Data is permitted without the express prior written instruction of Client. TCP acknowledges and agrees that it understands and will comply with each of the restrictions and obligations set forth in this Section 2.3.
  3. Subprocessors.
    1. TCP has appointed Subprocessors for the purpose of providing data hosting and security services. Client acknowledges and agrees that Subprocessors may process Client Data in accordance with the terms of the Agreement and the Global Data Privacy Policy. TCP’s agreements with its Subprocessors impose data protection-related processing terms on such Subprocessors that are not less protective than the terms imposed on TCP in the Agreement and the Global Data Privacy Policy. The Global Data Privacy Policy contains an overview of the categories of Subprocessors involved in the performance of the relevant TCP Services. The appointment of a Subprocessor to perform part or all of the TCP Services hereunder shall not relieve TCP of any liability under the Agreement.
  4. Data Security.
    1. Security Standards.
      1. TCP shall implement reasonable security procedures consistent with industry standards to protect Client Data from unauthorized access, including without limitation (i) industry-standard encryption of data at rest within TCP’s data centers; (ii) web application firewalls; (iii) virus detection and anti-virus software; (iv) authentication techniques, such as user names and passwords, or authorization formats, which limit access to particular TCP personnel; and (v) additional security controls consistent with SOC 2 Type II reporting standards.
      2. The Parties shall implement administrative, technical and physical security procedures consistent with industry standards and applicable data protection laws to protect Client Data from unauthorized access, including by adopting access policies that prevent the internal sharing or inadvertent communication of login credentials.
      3. Client is responsible for reviewing the information made available by TCP relating to data security and making an independent determination as to whether the TCP Services meet Client’s requirements and obligations under applicable data protection laws. Client acknowledges that data security measures taken by TCP are subject to technical progress and development and TCP may update or modify such security measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the TCP Services.
    2. Security Breach Notifications. TCP will promptly report to Client any unauthorized access to Client Data within TCP’s or its Subprocessors’ systems upon discovery and in accordance with applicable data breach notification laws. TCP will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. TCP’s notification of or response to any security incident under this Section 4.2 shall not be construed as an acknowledgment by TCP of any fault or liability with respect to such security incident.
    3. Data Backup and Retention. TCP shall undertake commercially reasonable efforts to backup Client Data with a restore point objective of twenty-four (24) hours. Client Data shall be backed up and retained in accordance with TCP’s retention policy as set forth in the Global Data Privacy Policy.
  5. Data Privacy. TCP will process Client Data in accordance with the terms of the Agreement, the Global Data Privacy Policy and all applicable data protection laws. Client must maintain its own data collection, disclosure, retention, and storage policies in compliance with applicable law.
    1. Biometric Data. To the extent that Client collects, captures, stores, or otherwise uses Biometric Data relating to an individual, Client must (i) first inform the individual from whom Biometric Data will be collected, in writing and prior to collecting his or her Biometric Data, that Biometric Data is being collected, stored, and/or used; (ii) indicate, in writing, the specific purpose(s) (which may not be other than employment-related purposes) and length of time for which Biometric Data is being collected, stored, and/or used; and (iii) receive a written release from the individual (or his or her legally authorized representative) authorizing the Client, TCP, and TCP’s third-party service providers (who are subject to restrictions no less restrictive than those imposed on TCP herein) to collect, store, and/or use the Biometric Data and authorizing the Client to disclose such Biometric Data to TCP and TCP’s third-party service providers.
    2. Requests. Client agrees to adopt a commercially reasonable policy for managing data requests from Designated Users and Employees, which policy shall safeguard the rights of such data subjects and respect the original purpose of such data collection. Client, as the Party who determines the means and purposes for processing Client Data, shall be responsible for receiving, investigating, documenting, and responding to all Designated User and Employee requests for inspection or erasure of Personal Data.
    3. Assistance. If Client receives a request from a Designated User or Employee to exercise such individual’s rights under applicable data protection laws, and Client requires TCP’s assistance to respond to such request in accordance with applicable data protection laws, TCP shall assist the Client by providing any necessary information and documentation that is under TCP’s control. TCP shall be given reasonable time to assist the Client with such requests in accordance with applicable law.
    4. Privacy Policy. Where required by law, Client agrees to adopt a privacy policy in alignment with the Agreement and all applicable laws governing the collection, use, transfer and retention of Personal Data. Client agrees to provide TCP, upon reasonable request, Client’s adopted privacy policy.
  6. Access to Third Party Platforms.
    1. Client may require the TCP Services to interoperate with platforms or other online services operated by third parties (“Third-Party Platforms”) pursuant to an agreement between TCP and the operators of such Third-Party Platforms, an agreement between Client and the operators of such Third-Party Platforms, or through application programming interfaces (“APIs”) or other means of interoperability which are generally made available by such operators.
    2. Client hereby grants TCP the limited right to access such Third-Party Platforms with Client’s credentials and on behalf of the Client in connection with the performance of the TCP Services. Client acknowledges and agrees that TCP’s agreements with the operators of such Third-Party Platforms and the terms governing the use of APIs may be modified, suspended or terminated at any time, and TCP shall have no liability with respect to any such modification, suspension or termination. Client is responsible for ensuring that its use of the TCP Services in connection with any Third-Party Platform, and TCP’s access to such Third-Party Platforms on Client’s behalf, complies with all agreements and terms applicable to such Third-Party Platform.
  7. Confidentiality. TCP will not access or use, or disclose to any third party (except to Subprocessors in accordance with Section 3), Client Data, except, in each case, as necessary to maintain or provide the TCP Services, or as necessary to comply with applicable law or a subpoena or inquiry issued by a court of competent jurisdiction or by a judicial or administrative agency or legislative body or committee (a “Governmental Entity”). If TCP is requested to disclose all or any part of any Client Data under a subpoena or inquiry issued by a Governmental Entity, TCP shall (i) immediately notify Client of the existence, terms and circumstances surrounding such request; (ii) consult with Client on the advisability of taking legally available steps to resist or narrow such request and cooperate with Client on any such steps it considers advisable; and (iii) if disclosure of the Client Data is required or deemed advisable, exercise its best efforts to obtain an order, stipulation or other reasonably acceptable assurance that the Client Data or part thereof required to be disclosed shall retain its confidentiality and remain otherwise subject to the Agreement.
  8. Term; Termination. This DPA shall continue in force until the termination of the Agreement. Upon any termination or expiration of the Agreement, TCP will permanently delete any and all copies of Client Data created, processed and/or stored pursuant to this Agreement, subject to the terms of the Agreement.
  9. Client Representations and Warranties.
    1. Client represents and warrants that the performance of Client’s obligations and use of the TCP Services by Client, its Designated Users and Employees will not violate any applicable laws, including all applicable domestic and international data protection laws, or cause a breach of duty to any third party, including Employees.
    2. Client represents and warrants that all Personal Data included in the Client Data has been collected from all Employees and Designated Users and will be transferred to TCP in accordance with all applicable data protection laws, including, but not limited to, the EU General Data Protection Regulation 2016/679 and the Illinois Biometric Information Privacy Act, to the extent applicable. Client acknowledges and agrees that (i) TCP is a service provider and processes Client Data solely on behalf of and at the direction of Client, and exercises no control whatsoever over the content of the Client Data passing through the TCP Services or that is otherwise transferred by Client to TCP, and (ii) it is the sole responsibility of Client to ensure that the Client Data passing through the TCP Services or that is otherwise transferred by Client to TCP complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force.
    3. In the event of any breach of any of the foregoing representations or warranties in this Section 9, in addition to any other remedies available at law or in equity, TCP will have the right to suspend immediately any TCP Services if deemed reasonably necessary by TCP to prevent any harm to TCP and its business. TCP will provide notice to Client and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, TCP will promptly restore the TCP Services.
  10. TCP Representations and Warranties. TCP represents and warrants that the performance of its obligations and delivery of the TCP Services to Client will not violate any applicable laws or regulations of the United States or cause a breach of any agreements between TCP and any third parties.
  11. Mutual Representations and Warranties. Each Party represents and warrants that it has implemented a comprehensive written information security program that includes appropriate administrative, technical and physical safeguards to: (i) ensure the safety and confidentiality of Personal Data; (ii) protect against unauthorized access to and use of Personal Data; (iii) protect against anticipated threats or hazards to the security or integrity of Personal Data, and (iv) comply with all applicable data protection laws.
  12. Indemnification. Client hereby acknowledges and agrees that TCP may not be aware of all rights available to Client’s Designated Users or Employees under all data protection regimes. To the extent permitted by applicable law, Client shall indemnify, defend and hold harmless TCP, its Affiliates, Subprocessors, officers, managers, directors, employees, agents, advisors and other representatives (the “TCP Indemnitees”) from and against any lawsuit, liability, loss, cost or expense (including reasonable attorneys’ fees) actually incurred or suffered by TCP Indemnitees of every kind and nature to the extent caused by or resulting from (i) any breach of a representation or warranty made by Client under this Agreement; or (ii) a third-party claim made against a TCP Indemnitee arising from or related to Client’s failure to comply with any applicable domestic or foreign data protection laws or regulations. Client shall have the right to control any defense provided pursuant to this Section 12, provided, however, that Client shall not, without TCP’s prior written consent, (A) enter into any settlement or compromise or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to the applicable TCP Indemnitee of a written release from all liability in respect of such third-party claim, or (B) enter into any settlement or compromise with respect to any third-party claim that may adversely affect the applicable TCP Indemnitee other than as a result of money damages or other monetary payments that are indemnified hereunder.
  13. Limitation of Liability. Except for claims arising out of Section 7 (Confidentiality), in no event shall TCP’s aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, exceed the sum of amounts paid by Client to TCP during the six (6) months immediately prior to the date of the claim.
  14. Entire Agreement; Conflict. Except as amended by this DPA, the Agreement will remain in full force and effect. If there is a conflict between this DPA and any other agreement between the Parties (including the Agreement, but excluding the Global Data Privacy Policy), the terms of this DPA will control. If there is a conflict between the Global Data Privacy Policy and any other agreement between the Parties (including this DPA and the Agreement), the Global Data Privacy Policy will control.

Agreed by:

Client
By:
Name:
Dated:
 
TimeClock Plus, LLC.
By:
Name:
Dated:
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Hardware Support and Maintenance Agreement Addendum

This Hardware Support and Maintenance Agreement is an addendum to the Master Licensing Agreement or Perpetual Licensing Agreement – EULA, hereafter referred to as the “Licensing Agreement”, made and entered into by and between TimeClock Plus, LLC (“TCP”) and Client. TCP reserves the right to continuously improve the Hardware Support and Maintenance Services and to adapt such Services to changes in technology and to TCP’s business environment. Solely for these purposes, TCP reserves the right to modify, elaborate, remove or add to some or all of the provisions of these Hardware Support and Maintenance Agreement terms at TCP’s sole discretion and without further notice, provided that any such improvement or adaptation shall not result in a diminution of the overall level of service. Services shall be provided in accordance with TCP’s then current Support Level Agreement (“SLA”), located at https://www.tcpsoftware.com/agreements/sla.

  1. Term. Services provided under this Hardware Support and Maintenance Agreement shall commence on the date of purchase and shall continue for one (1) year from the date of purchase (“Initial Term”), and then shall automatically renew for subsequent one (1) year terms thereafter, unless either Party gives written notice of non-renewal at least ninety (90) days prior to the end of the then current term (the Initial Term and subsequent renewal terms being referred to as the “Term”).
  2. Supported Hardware. All hardware purchased by Client from TCP for which Client has paid a fee for support and maintenance shall be considered Supported Hardware under the terms of this Hardware Support and Maintenance Agreement.
  3. Incident. An Incident is defined as a single support issue with a TCP hardware product and the reasonable effort needed to resolve it. A single support Incident is a problem that cannot be broken down into subordinate parts. It is possible for one Incident to span multiple telephone calls and multiple emails; it is also possible for one telephone call to include multiple Incidents.
  4. Support Services. TCP support technicians shall aid in the resolution of hardware support requests in a timely and professional manner. TCP will assist with issues related only to the Supported Hardware. Upon notification of an Incident, an Incident number will be issued, and the Incident number will remain effective and open until satisfactory resolution of the cause of the Incident, or 5 business days without a Client communication, after which the Incident number will be closed.
  5. Maintenance Services. During the term, should a defect in materials or workmanship be identified on supported hardware (“Defective Hardware”), TCP will incur expense to promptly ship Client a comparable hardware device of like kind with the functional equivalent of the Defective Hardware (“Replacement Hardware”) to arrive at Client’s specified location. Cost to ship replacement hardware outside the United States is the responsibility of Client.
  6. Return of Defective Hardware. Upon replacement of Defective Hardware, Client’s Defective Hardware shall become the property of TCP and the Replacement Hardware shall become Client’s property. Instructions and a return label for return of the Defective Hardware will be included in the packaging of the Replacement Hardware or can be provided upon request. Client shall properly package the shipment when returning the Defective Hardware. The Defective Hardware must be returned to TCP within 14 days of receiving the Replacement Hardware. Should Client fail to return the Defective Hardware, Client agrees to pay TCP the Manufacturer’s Suggested Retail Price (“MSRP”) of the Defective Hardware. Additionally, Client’s ability to request Maintenance Services on any other supported hardware will be suspended until the Defective Hardware is returned to TCP or Client pays TCP the MSRP of the Defective Hardware.
  7. Additional Products. If during the Term, Client purchases additional hardware products, this Hardware Support and Maintenance Agreement is amended to include Services for such additional hardware products. The annual fee for such additional hardware products shall be charged at the time of purchase and shall be prorated so that the term of such additional product coverage will expire at the end of the Term.
  8. Limitations.
    1. Support Services. Support Services are limited to hardware troubleshooting and hardware configurations as described in the TimeClock Plus product documentation. This Hardware Support and Maintenance Agreement does not cover inquiries on legal time keeping compliance nor does it include in-depth product training. Support Services extend only to platforms and operating environments specified by TCP. TCP is not responsible for integration or configuration with third-party software, hardware, or operating environments except as allowed by the Licensing Agreement and the products purchased from TCP. Client is entitled to an unlimited number of support Incidents during the Term.
    2. Maintenance Services. Maintenance Services does not cover (a) damage caused by accident, abuse, misuse, liquid contact, fire, earthquake, other external causes, or operating covered hardware outside its intended or permitted use; (b) hardware with a serial number that has been defaced, altered, removed, or modified without written permission from TCP; (c) hardware that has been lost or stolen; (d) cosmetic damage including but not limited to scratches, dents, and broken plastics or ports; (e) consumable parts such as batteries; (f) preventative maintenance; or (g) defects caused by normal wear and tear or otherwise normal aging of product.
  9. Services Requests. Requests for Services are made by Client to TCP via support portal located at https://timeclockplus.force.com/TCPSupport/s/ . The Client shall provide a reasonable amount of information and assistance related to the Incident for verification and resolution of the Incident. When requesting Replacement Hardware, Client must provide TCP with the serial number of Defective Hardware in question, the problem, the context in which the problem was encountered, a description of the system configuration, the steps necessary to generate or reproduce the problem, and the address TCP will use to ship the Replacement Hardware. Failure to provide reasonable information or assistance may result failure to resolve the Incident.
  10. Miscellaneous. This Hardware Support and Maintenance Agreement is not transferable. With the exception of the Licensing Agreement, this Hardware Support and Maintenance Agreement supersedes all other written and oral proposals, purchase orders, prior agreements, and other communications between Client and TCP concerning the subject matter of this Hardware Support and Maintenance Agreement, and along with the documents referenced herein constitutes the entire agreement between TCP and Client regarding provision of Support and Maintenance Services. A Hardware Support and Maintenance Agreement does not constitute a certification or warranty, express or implied of any kind. TCP’s obligations and responsibilities regarding product warranties are governed solely by the Licensing Agreement under which they are sold or licensed.
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Software Support and Maintenance Agreement Addendum

This Software Support and Maintenance Agreement is an addendum to the Perpetual Licensing Agreement – EULA, hereafter referred to as the “Licensing Agreement”, made and entered into by and between TimeClock Plus, LLC (“TCP”) and Client. TCP reserves the right to continuously improve the Software Support and Maintenance Services and to adapt such Services to changes in technology and to TCP’s business environment. Solely for these purposes, TCP reserves the right to modify, elaborate, remove or add to some or all of the provisions of these Software Support and Maintenance Agreement terms at TCP’s sole discretion and without further notice, provided that any such improvement or adaptation shall not result in a diminution of the overall level of service. Services shall be provided in accordance with TCP’s then current Support Level Agreement (“SLA”), located at https://www.tcpsoftware.com/agreements/sla.

  1. Term. Services provided under this Software Support and Maintenance Agreement shall commence on the date of purchase and shall continue for one (1) year from the date of purchase (“Initial Term”), and then shall automatically renew for subsequent one (1) year terms thereafter, unless either Party gives written notice of non-renewal at least ninety (90) days prior to the end of the then current term (the Initial Term and subsequent renewal terms being referred to as the “Term”).
  2. Supported Software. All software purchased by Client from TCP for which Client has paid a fee for support and maintenance shall be considered Supported Software under the terms of this Software Support and Maintenance Agreement.
  3. Incident. An Incident is defined as a single support issue with a TCP software product and the reasonable effort needed to resolve it. A single support Incident is a problem that cannot be broken down into subordinate parts. It is possible for one Incident to span multiple telephone calls and multiple emails; it is also possible for one telephone call to include multiple Incidents.
  4. Support Services. TCP support technicians shall aid in the resolution of software support requests in a timely and professional manner. TCP will assist with issues related only to the Supported Software. Upon notification of an Incident, an Incident number will be issued, and the Incident number will remain effective and open until satisfactory resolution of the cause of the Incident, or 5 business days without a Client communication, after which the Incident number will be closed. Client is entitled to an unlimited number of support Incidents during the Term.
  5. Maintenance Services. This Software Support and Maintenance agreement entitles the Client to full perpetual software version upgrades (“Upgrades”) and software updates and patches (“Updates”) during the Term. Upgrades will include the perpetual software modules that the Client has already purchased. New and additional software modules will be charged separately. Updates under this Software Support and Maintenance Agreement are extended to current TimeClock Plus software versions and revision levels which have not been suspended or terminated, and maintenance releases for related products purchased or licensed by the Client from TCP or a registered reseller. Upgrades do not include a Client’s transition from perpetual licenses to SaaS hosted licenses of the same or future versions of the TimeClock Plus software.
  6. Additional Products. If during the Term, Client purchases additional software products or licenses, this Software Support and Maintenance Agreement is amended to include Services for such additional software products. The annual fee for such additional software products shall be charged at the time of purchase and shall be prorated so that the term of such additional product coverage will expire at the end of the Term.
  7. Limitations. Support Services are limited to software troubleshooting and software configurations as described in the TimeClock Plus product documentation. This Software Support and Maintenance Agreement does not cover inquiries on legal time keeping compliance nor does it include in-depth product training. Support Services extend only to platforms and operating environments specified by TCP. TCP is not responsible for integration or configuration with third-party software, hardware, or operating environments except as allowed by the Licensing Agreement and the products purchased from TCP. Furthermore, Support Services may only be provided in accordance with TCP’s then current Data Processing Addendum and Global Data Privacy Policy located at https://www.tcpsoftware.com/governance.
  8. Services Requests. Requests for Services are made by Client to TCP via customer portal located at https://timeclockplus.force.com/TCPSupport/s/ . The Client shall provide a reasonable amount of information and assistance related to the Incident for verification and resolution of the Incident. Client is expected to provide TCP with the problem, the context in which the problem was encountered, a description of the system configuration, and the steps necessary to generate or reproduce the problem. Failure to provide reasonable information or assistance may result failure to resolve the Incident.
  9. Miscellaneous. This Software Support and Maintenance Agreement is not transferable. With the exception of the Licensing Agreement, this Software Support and Maintenance Agreement supersedes all other written and oral proposals, purchase orders, prior agreements, and other communications between Client and TCP concerning the subject matter of this Software Support and Maintenance Agreement, and along with the documents referenced herein constitutes the entire agreement between TCP and Client regarding provision of Support and Maintenance Services. A Software Support and Maintenance Agreement does not constitute a certification or warranty, express or implied of any kind. TCP’s obligations and responsibilities regarding product warranties are governed solely by the Licensing Agreement under which they are sold or licensed.
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