Last updated: March 2018
1. SERVICE AGREEMENT
This Service Agreement sets out the terms and conditions on which The Chrono-Tek Company, Inc. (Chronotek) provides its Customers and their Authorized Users with access to and the use of the Chronotek application. This Agreement applies to both trial and paying Customers and their Authorized Users.
Chronotek is a timekeeping company located in Waxhaw, NC., serving clients in the U.S., Canada and Puerto Rico by providing a hosted web-based service that allows users to track, manage and report remote worker’s time and attendance. By choosing to sign up with Chronotek, the Customer and its Authorized Users acknowledge they have read, understood and agreed to be bound by the terms and conditions of this Agreement. When using the Chronotek System, the Customer agrees that it must refer to the most recent version of the Service Agreement provided by Chronotek. This Agreement will become effective upon the Customer’s acceptance by electronic acknowledgement on Chronotek.net.
2.1 System Services Provided
Chronotek will provide an administrative account to the Customer, accessible by using the Internet. The Customer is given three (3) methods of clocking in for their employees to use for timekeeping, including a toll-free number, web clocks and mobile app. The Customer is responsible for the account data on the System, and for phone calls made to the System for that account. Chronotek will employ its best commercial efforts to ensure the security, confidentiality and integrity of all the Customer data and other information generated through the System.
Chronotek may, at any time, amend, vary or remove any of the features, functions and other benefits made available to its Customers and their Authorized Users as we see fit with respect to the Chronotek system, without any prior notice.
2.3 Changes to Features
The Customer agrees and acknowledges that Chronotek retains the sole and absolute discretion regarding any of the features, functions and other benefits made available to the Customer and its Authorized Users in respect of the Chronotek application. The Customer also acknowledges and agrees that nothing in this Agreement limits Chronotek’s right to discontinue or alter any such features, functions or other benefits at any time.
3. TECHNICAL SUPPORT
Provided the Customer is current in its payment for services under this agreement, Chronotek will provide its standard technical support at no additional charge. If Chronotek makes a reasonable business determination that the support required is extenuating, Chronotek will notify the Customer that the requested support is considered an additional service, which will be subject to additional fees, to be negotiated by both parties.
The Chronotek System is a web based application dependent upon other third party Service Providers for power, internet, telephony services, and server co-location. Chronotek will employ its best efforts to ensure the System is operational. The Customer and Chronotek realize that for reasons beyond the control of Chronotek, the System could be inaccessible for reasons including, but not limited to, power, telecommunication, or network failures. Chronotek does not guarantee that the service will operate without interruption or downtime or be error free. Chronotek will not be liable for any damages arising out of or related to interruption of the Service, including without limitation interruptions or defects due to inability to access the Internet, equipment modifications, upgrades, relocations, or repairs. No reduction of fees will be made in the case of temporary interruption of or defects in transmission of the Service. In the event of such failure, every effort will be made to return the System to operation as quickly as possible.
The general System will be inclusive in the base-pricing scheme. Most upgrades to current functionality are expected to be offered within the constraints of the current pricing plan. However, Chronotek reserves the right to charge for additional upgraded services offered sometime in the future.
6. ACCOUNT SETUP
6.1 Billing Setup
Chronotek bills the first of the month for the prior month’s service. Trial accounts upgrading to continued service are required to set up with autopay by credit card or bank draft. Invoices are emailed to the billing contacts. The Customer must provide current, complete, and accurate payment information. Please make the necessary changes to billing or notify Chronotek with changes to billing address, card number or expiration date, card lost or stolen, or a potential breach of security (unauthorized disclosure, or use of your name and password).
6.2 Simple Pricing Structure
Accounts have a monthly access fee, and charges for employees who clock in/out. Per employee, $5/employee/month, and per punch pricing starting at 12.5 cents per punch, are options. Chronotek reserves the right to change the access fee and employee charges by sending the Customer notification, in electronic, paper, or any other form, or by posting an updated fee schedule on Chronotek.net thirty (30) days prior to changes. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
6.3 Hold months
No charges accrue for months the System is not used.
7. NON-PAYMENT AND DISCONNECTION
Chronotek reserves the right to inactivate the account or employee records when: a) the Customer has given notice of terminating use of the System or, b) the account is severely past due. Accounts with a Balance Forward are subject to immediate disconnection if the payment is not posted to the account within 30 days from the bill date. A re-instatement fee of $25 and outstanding balances must be paid prior to the service being restored.
8. CANCELLATION OF SERVICES
The Customer is not obligated to a time commitment for remaining on the System. The Customer must give a two week notice via email of a cancellation request. The Customer is responsible for informing employees to cease calling into/accessing the System when the Customer decides to cancel services. The Customer is responsible for, and will be billed through the last call generated through the System. The monthly fee billed for users will not be reduced for partial months when the cancellation/termination falls mid-month. In the event the account was prepaid the remainder of the prepaid amount from the effective termination month will be issued. No other refunds are applicable. It is the full responsibility of the Customer to retrieve data history through the System prior to account closing. Once account has been inactivated Customer data will be deleted from the System without further notice and without liability to the Customer, and cannot be recovered once account is cancelled.
9. TERMINATION OF ACCOUNT
Chronotek may deny or may temporarily suspend Customer access to all or part of the Service without notice if Chronotek believes in its sole discretion that the Customer may have violated any of the terms of this agreement. The Customer acknowledges and agrees that Chronotek may immediately deactivate and delete the account and all related information and files. Chronotek will not be liable to the Customer or any third party for any claims or damages arising out of any termination, suspension or any other actions taken by Chronotek in connection with such termination or suspension.
The following obligations will survive the termination of the Agreement for any reason:
· Indemnification obligations set forth in Section 16
· Obligations to make payments of amounts that become due under this Agreement before termination
· Upon termination of this agreement, Chronotek is not obligated to store and retain Customer data for any specific period of time. Any data stored post-termination of this Agreement, Chronotek will not willingly disclose to any third party unless authorized by the Customer, or as may be permitted by this Agreement.
10. LIMITATON OF LIABILITY
The Customer understands and agrees that Chronotek will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses resulting from: a) the use or the inability to use the System; b) unauthorized access to or alteration of data; c) data being used for purposes other than the intended use.
In the event this limitation of liability is for any reason held unenforceable or inapplicable, the Customer agrees that the aggregate liability of Chronotek will not exceed an amount corresponding to the Customer’s prior (1) monthly fee.
10.2 FLSA and Governing Entities
Chronotek exports calculated pay period hours based on pay period settings. It is the responsibility of the Customer to ascertain if these calculations are in compliance with their governing statues. Chronotek is not liable for the accuracy, truthfulness, or validity of any data entered by the Customer or provided through the Service.
10.3 Changes to Time Card Data
Chronotek will not be responsible for any editing of information entered into the System by the Customer, or employees of the Customer. Any changes to be made must be done by the Customer and Chronotek will not be responsible for any damages resulting from any errors created in this regard.
10.4 Paycheck and State Labor Board Issues
Chronotek will not intervene on behalf of either the Customer or the Customer’s employees in the event any issues arise between the two parties. Further, it will be the responsibility of the Customer to make certain all of the rules and regulations of the Labor Boards of their respective states are being complied with. Chronotek makes no warranties either expressed or implied regarding compliance with these issues.
Chronotek may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as “spam”) and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, Chronotek will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.
11. LIMITATIONS ON USE OF SERVICE AND SERVICE SOFTWARE
11.1 Definition of Software and Unauthorized Use
For the purpose of this document, “Software” refers to any Software incorporated into the Service. The Customer will not, and will not permit, assist, or allow others to, reverse engineer, decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt to modify the Software or its source code. The Customer will not modify or attempt to modify the Software or sublicense or charge others to use or access the Software or the Service. The Customer will not use the Software or the Service in any way not expressly authorized by this Agreement. The Customer has no right, title or interest in and to the Software which rights of ownership will always be held by Chronotek.
11.2 Beta Features
Chronotek may add new features to the Service that are described as “beta” (Beta Features). The Customer acknowledges that Beta Features may be untested, non-functional, and/or partly functional features of the Service. If the Customer elects to use a Beta Feature, it does so at its own risk and will not rely upon the functionality of the Beta Features for any purpose whatsoever. Except as specifically provided in this Section (11.2), the Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta Features.
11.3 Unauthorized Use of Material
The Customer may not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Service. The Customer may access the Service only through the interfaces and protocols provided or authorized by Chronotek. The Customer may not use Chronotek’s materials or any other information obtained through the Service or the Chronotek.net website for the purpose of unsolicited direct marketing, spamming, unsolicited contacting of customers, or other permissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations. Any unauthorized use of Chronotek materials may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
11.4 Unauthorized Content
The Customer will not distribute any content that is a) unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or considered obscene, b) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability, c) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, d) constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling, e) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party, or f) impersonates any person or entity, including any of our employees or representatives.
Chronotek has no obligation to monitor the service, and does not hereby disclose any nonpublic information to any third parties about either the Customer or any employee of the Customer. Chronotek has the right to monitor the service and to disclose any information arising out of it, including without limitation Customer data, as necessary to satisfy any law, regulation, or demand of government or of internal auditors or to protect Chronotek.net or its customers.
13. NETWORK SECURITY AND IDENTITY THEFT.
Each party will promptly notify the other of any unauthorized access to or use of Customer data or passwords. Chronotek utilizes the latest network security measures in protecting our software and information from intrusion and corruption by third parties. Chronotek will not be liable for any damages (direct, incidental or consequential of any kind) incurred by the Customer arising out of or related to use of the Service, including without limitation in connection with any unauthorized access to or disclosure of Customer data, resulting from the actions of the Customer, any third party, or from the failure of electronic or other security measures.
14. GENERAL REPRESENTATIONS AND WARRANTIES
14.1 Right to Enter Into the Agreement
Each party represents and warrants that a) it has the right, power and authority to enter into this Agreement and to perform its obligations thereof, b) the acceptance of this Agreement and the performance of its obligations and duties do not and will not violate any agreement to which it is a party or by which it is bound, and c) when accepted, this Agreement will constitute the legal, valid and binding obligation of such party, in accordance with its terms.
14.2 Compliance with all Laws and Regulations
In connection with the subject matter of this Agreement, the Customer agrees to comply with all applicable federal and state laws and regulations. The Customer is responsible for its own compliance with the Agreement, including without limitation the compliance of its employees, officers, agents, and any third party the Customer invites to participate in the Service.
14.3 Responsibility for Data
The Customer agrees that a) The Customer is solely responsible for its Customer data, including without limitation, the security and accuracy of the Customer’s data, b) the Customer has the necessary rights and licenses, consents, permissions, waivers and releases to use its data, c) the information the Customer provides in connection with signing up for the Service is accurate, complete and in compliance with the requirements of this Agreement.
14.4 Authority to Enter into the Agreement
If the Customer is entering into this Agreement a) as an individual, that individual is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement, b) if entering into the Agreement as an entity or organization, the entity or organization is duly authorized to do business in the country or countries in which it operates, c) the individual accepting this Agreement and completing the sign up process on behalf of the Customer meets the requirements of clause (a) above and is an authorized representative of the entity or organization, and the employees, officers, representatives and other agents of the entity or organization are duly authorized to access the Service and to legally bind the entity or organization to this Agreement.
15. LOCATION BASED SERVICES
Chronotek provides optional location tracking, allowing the determination of users’ locations at the time of clock in, clock out, and if the Customer so chooses, detailed tracking for the duration of time users are clocked in.
End user permission is always required and obtained before performing any location tracking. Chronotek offers two basic location services: a web/mobile browser or mobile phone app version, and a tracking service using mobile network location of wireless carriers. In the case of a web/mobile browser or mobile phone app version, the device operating system enforces compliance and asks the user for permission before allowing location tracking; the user has the ability to deny this request at any point in time. In the case of a location tracking service using mobile network location of wireless carriers, the Customer must first request the service to be enabled for the particular user’s phone number; the user will then be able to initiate the opt-in process and will receive an SMS text message. The user can then accept this agreement by replying YES to the opt-in message; at any time the user can cancel the Chronotek location tracking service by replying STOP to this opt-in message. It is up to the Customer to ensure their users are appropriately informed on how to use the system.
Location data will be stored in our database for the duration the users’ time cards are on file. If the Customer cancels their account, the data will then be purged from our servers.
Upon request, the Customer agrees to defend, indemnify, and hold harmless Chronotek and its affiliates, employees, and officers from all damages and liability, including without limitation reasonable attorneys’ fees, that arise from Customer’s use or misuse of the Service. The Customer’s obligation to indemnify will survive the expiration or termination of this Agreement by either party for any reason.
If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by us to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision.