Unless otherwise noted, all references to "you" or "your" in these Terms refer to all users of the FieldClock Platform, including Employers and Employees (defined below). If you are an Employer agreeing to these Terms, you do so in your individual capacity and on behalf of your company, and you represent and warrant that you are authorized to enter into binding contracts on behalf of your company. In addition to these Terms, Employers are also subject to the Employer Terms set forth below. These Terms incorporate the Employer Terms.
When using particular services or features of the Platform, in addition to these Terms, additional policies, payment terms or end user license agreements may apply to your use of that feature or service ("Additional Terms"). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
TABLE OF CONTENTS
- OWNERSHIP OF PLATFORM CONTENT
- YOUR LICENSE TO USE PLATFORM CONTENT ON OUR PLATFORM
- REGISTRATION & ACCESS CONTROLS
- INFORMATION AND CONTENT YOU SUBMIT
- THIRD-PARTY LINKS & CONTENT
- LINKING POLICY
- SPECIAL TERMS FOR APPLE iOS USERS
- DISCLAIMER OF WARRANTIES
- LIMITATION OF LIABILITY; WAIVER
- LOCATION OF THE PLATFORM AND TERRITORIAL RESTRICTIONS
- ARBITRATION AGREEMENT/GOVERNING LAW/CLASS ACTION WAIVER/DISPUTE RESOLUTION
- OUR RIGHT TO UPDATE THESE TERMS
- CONTACT US
- EMPLOYER TERMS
OWNERSHIP OF PLATFORM CONTENT
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Platform, including, without limitation, graphics, layout, text, images, trademarks, logos, service marks, designs, information, data, advertising copy, past, present and future versions of the Platform, domain names, source and object code and the "look and feel" of the Platform ("Platform Content") are owned, controlled or licensed by FieldClock, and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties.
The Platform Content may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, except with the express permission of FieldClock as is provided in these Terms. Any unauthorized use of the Platform Content is prohibited.
YOUR LICENSE TO USE PLATFORM CONTENT ON OUR PLATFORM
You may visit our Platform without further permission from FieldClock, however access to and use of certain areas of the Platform is subject to having an active Account (defined below) in good standing. FieldClock grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to access and view the Platform Content. This license is subject to your full compliance with these Terms. When you view or use the Platform Content, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Platform Content; and (c) not copy or adapt any object code associated with the Platform or reverse engineer, modify or attempt to discover any source code associated with the Platform, nor allow or assist any third party to do so (whether or not for your benefit). You also agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Platform Content (except as may be a result of standard search engine or Internet browser usage). Platform Content may be updated by FieldClock from time to time and some updates may occur automatically on the device you use to access the Platform. Some Platform services may let you adjust your automatic update settings.
Except as expressly provided in these Terms, you may not copy, reproduce, republish, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Platform Content in any way, without the prior written permission of a duly authorized FieldClock employee. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Platform. Any and all rights to use the Platform that are not expressly granted to you under these Terms are reserved for FieldClock or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way FieldClock's rights to exploit fully any or all of the Platform Content. Unauthorized use of Platform Content may be a violation of federal and state laws and could result in civil and criminal liability. Open source software is important to us. Some software used in our Platforms may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.
REGISTRATION & ACCESS CONTROLS
Certain areas of the Platform require account registration or may otherwise ask or require you to provide information to use Platform features. When you choose to provide information to the Platform, you agree to provide only true, accurate, current and complete information. If you are an employer or administrator ("Employer") creating a FieldClock account for your business (an "Employer Account"), FieldClock will create login credentials for you. If you are an employee ("Employee"), a FieldClock Account may be assigned to you by your Employer (an "Employee Account") and your Employer will provide certain information, such as your name and employee ID number, to FieldClock to create your Account. This may consist of login credentials for you to login and access the Platform, or may be a PIN or unique badge that allows the Platform to log information about you. Employers determine the information collected from Employees, which may include time logging in and out to work, locations, Employee images, and similar work-related information. Employer Accounts and Employee Accounts may be collectively referred to as "Accounts." If you are using an Employee Account, your Account may also be subject to additional terms, including any policies of your Employer, and your Employer may be able to access or disable your Account. Please see Employer Terms below for additional information on Employer accounts.
INFORMATION AND CONTENT YOU SUBMIT
The Platform may provide you the opportunity to communicate and share content with other users through certain features, such as the ability to create job and quality control notes, and upload and transmit photos. You may choose, through such features or otherwise, to submit or post photographs, videos, audio recordings, or other content (collectively, "User Content").
Responsibility for User Content. You understand that you are solely responsible for your User Content, however submitted. By submitting User Content, you represent and warrant to FieldClock that your User Content: (1) is not confidential and that you have all necessary permission to submit it; and (2) does not infringe upon, misappropriate, or violate the rights of any third party, including, without limitation, any intellectual property rights, rights of publicity or privacy, or any other proprietary rights.
FieldClock does not control the User Content made available via the Platform and therefore does not guarantee the accuracy, integrity, quality or lawfulness of User Content. You also understand that, if you include personally identifiable information in your User Content, you do so at your own risk.
Rights You Grant to Us. Whenever you submit or otherwise make available User Content via a Platform feature or directly to FieldClock (including through use of a help, support, feedback, or "Contact Us" feature) you: (1) grant to FieldClock an irrevocable, worldwide, nonexclusive, perpetual, fully sub-licensable and assignable, royalty-free license to use, exploit, reproduce, modify, translate, incorporate in other works, create derivative works from, publish, broadcast, and perform that User Content – and your name, voice, likeness and other identifying information in connection with that User Content – via any medium now known or later developed, without any compensation to you, including to owners of other Accounts associated with your Employer's Employer Account who may use the User Content for their own purposes; and (2) waive all of your moral rights in that User Content to the fullest extent permitted by law, even if the User Content is altered or changed in a manner not agreeable to you. You further authorize FieldClock to publish your User Content such that it may be accessed by users of the Platform or the general public (depending on the nature of the User Content).
Right to Screen and Remove Content. We have no obligation to monitor the Platform or any User Content made available via the Platform. However, you acknowledge and agree that we have the right to monitor the Platform and User Content you submit and the right (but not the obligation) to delete, edit, move, or disable any such User Content in whole or in part, before or after it appears on the Platform, subject to FieldClock's sole discretion. FieldClock reserves the right to suspend or terminate your access to the Platform at any time. Under no circumstances will we be liable in any way for any User Content including, but not limited to, any errors or omissions in User Content, any loss of your User Content or for any loss or damage of any kind incurred as a result of any user's User Content.
No Confidential Relationship/No Unsolicited Materials. User Content will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of User Content, to the fullest extent permitted by applicable law. You acknowledge and agree that your relationship with FieldClock is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place FieldClock in a position that is any different from the position held by members of the general public, including with regard to your User Content. None of your User Content will be subject to any obligation of confidence on the part of FieldClock.
No Obligation to Use. You agree and understand that we are not obligated to post, keep or use your User Content.
User Interactions. You are solely responsible for your interaction with other FieldClock users, whether within the Platform or elsewhere. We are not responsible for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others.
ACCEPTABLE USE POLICY
When you contribute, upload, or otherwise provide your User Content to the Platform, you agree to comply with the following requirements:
A. User Content must be your own. All User Content must be created by you and you must have all rights in the User Content OR all persons who contributed in any way or have any rights to your User Content, or otherwise appear in the User Content, must have given you permission to upload and distribute the User Content on the Platform and elsewhere. Upon our request, you will furnish us with any documentation, substantiation or releases necessary to verify your compliance with these Terms.
B. Only individuals for whom an Employer has created a FieldClock Account (or ID badge/PIN, as applicable) may appear in images or videos. If you upload photos, videos, or audio recordings to the Platform, make sure they are of Employees for whom a FieldClock Account, ID badge or PIN has been created.
C. No negative or abusive behavior. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, religion, gender, sexual preference or physical handicap or that are defamatory, indecent, obscene, pornographic or sexually explicit. If you think your User Content might offend someone, chances are it will – so it doesn't belong on the Platform.
D. No User Content that is violent, illegal or promotes inappropriate activity. Your User Content must not violate any law. Your User Content may not promote any illegal activity and your User Content may not promote violence nor describe how to perform a violent act. If you do upload or post User Content that is illegal, violent in nature, or otherwise inappropriate, we reserve the right to take any action that we deem appropriate in our sole discretion, including, without limitation reporting you to law enforcement.
E. Represent yourself truthfully. Do not impersonate any other person, FieldClock, or another company. Do not upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or FieldClock or any other company.
F. Keep private information private. Do not post personal information that you do not want shared with FieldClock or your Employer.
G. Do not damage the Platform or anyone's computers. User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Platform or any computer system.
In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.
THIRD-PARTY LINKS & CONTENT
There may be links from the Platform, or from communications you receive from FieldClock, to third-party websites or online features. The Platform also may include third-party content that we do not control, maintain or endorse.
NEITHER FIELDCLOCK NOR ITS SERVICE PROVIDERS ARE RESPONSIBLE FOR THE PRACTICES OF ANY THIRD PARTY. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE PLATFORM INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT FIELDCLOCK IS NOT LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF YOUR INTERACTION WITH ANY THIRD PARTY.
FieldClock grants you the revocable permission to link to the Platform; provided, however, that any link to the Platform: (a) must not frame or create a browser or border environment around any of the content on the Platform or otherwise mirror any part of the Platform; (b) must not imply that FieldClock or the Platform is endorsing or sponsoring any third party or its products or services, unless FieldClock has given the third party prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in FieldClock's sole opinion, harm FieldClock or its products or services; (d) must not use any FieldClock trademarks without the prior written permission from FieldClock; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in FieldClock's sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Platform, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, FieldClock reserves the right to prohibit linking to the Platform for any reason in our sole and absolute discretion.
The Platform may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor's requirements of you in connection with the applicable sweepstakes or promotion.
SPECIAL TERMS FOR APPLE iOS USERS
Notwithstanding any other provision within these Terms, the following additional terms are applicable to those using any FieldClock Platform on an Apple iOS device: You understand that these Terms are between you and FieldClock only and not Apple, Inc. ("Apple") and that FieldClock (or the third party develop that may own and operate the Platform) are responsible for the Platform and the content thereof, but that Apple and its subsidiaries are third-party beneficiaries of these Terms and have the right to enforce them against you. You understand that, should the Platform fail to conform to any applicable warranty not disclaimed above, you may notify Apple and Apple will refund the purchase price (if any), but that Apple has no maintenance, support, or (to the maximum extent permitted by applicable law) other warranty obligations to you with regard to the Platform. Apple is not responsible for any product liability claims or claims that the Platform or your use thereof fails to conform to any applicable legal or regulatory requirement or infringes a third party's intellectual property rights. If you have any questions or concerns regarding the Platform, please contact FieldClock as described below.
DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM CONTENT, AND ANY PRODUCTS SOLD BY FIELDCLOCK THROUGH THE PLATFORM, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, FIELDCLOCK AND ITS, VENDORS AND THE DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE "FIELDCLOCK PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM AND THE PLATFORM CONTENT; (B) SERVICES OFFERED BY FIELDCLOCK THROUGH THE PLATFORM; (C) USER CONTENT; AND/OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO FIELDCLOCK OR VIA THE PLATFORM. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE FIELDCLOCK PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
THE FIELDCLOCK PARTIES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE FIELDCLOCK PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM AND ALL PLATFORM FEATURES IS AT YOUR SOLE RISK.
THE FIELDCLOCK PARTIES DO NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE FIELDCLOCK PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. BY ACCESSING OR USING A PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PLATFORM.
LIMITATION OF LIABILITY; WAIVER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE FIELDCLOCK PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES RELATED TO: (A) THE PLATFORM OR THE PLATFORM CONTENT AND THE AVAILABILITY OR UNAVAILABILITY THEREOF; (B) USER CONTENT; (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE PLATFORM; (D) ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE FIELDCLOCK PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE PLATFORM; (E) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (F) ANY ERRORS OR OMISSIONS IN THE PLATFORM'S TECHNICAL OPERATION; OR (G) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE FIELDCLOCK PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, IN NO EVENT WILL THE FIELDCLOCK PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, TO FIELDCLOCK FOR (A) PRODUCT(S) ORDERED THROUGH THE PLATFORM OR TEN UNITED STATES DOLLARS ($10.00). THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE FIELDCLOCK PARTIES' OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THE FIELDCLOCK PARTIES' LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY FIELDCLOCK PARTIES, OR FOR THE FIELDCLOCK PARTIES' GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF FIELDCLOCK'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB PLATFORM, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE FIELDCLOCK PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB PLATFORM, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE FIELDCLOCK PARTIES.
BY ACCESSING THE PLATFORM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
FieldClock reserves the right to terminate Employee access to and use of the Platform in its sole discretion, without notice and liability, including, without limitation, if FieldClock believes your conduct violates these Terms. FieldClock also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Platform or FieldClock. Any violation of these Terms may be referred to law enforcement authorities. Upon termination of your access to the Service, or upon demand from FieldClock, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Platform.
FieldClock also reserves the right to modify, withdraw, suspend, or discontinue in whole or in part (temporarily or permanently, at any time, and with or without notice) any Platform Content or discontinue and cease operation of any Platform in its entirety. If we discontinue a Platform entirely, where reasonably possible, we will give Employers reasonable advance notice and a chance to get information out of that Service.
While an Employee is free to discontinue their use of the Platforms at any time, subject to any obligations the Employee may have to their Employer, requests to disable or terminate Employee Accounts will only be honored when made by the Employer.
LOCATION OF THE PLATFORM AND TERRITORIAL RESTRICTIONS
FieldClock controls and operates the Platform from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Platform are appropriate for use or access in other locations. The information, products, and services provided on the Platform are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject FieldClock to any registration requirement within such jurisdiction or country. Anyone using or accessing the Platform from outside the United States does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Platform or any portion of the Platform, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Software related to or made available by the Platform may be subject to United States export controls. Thus, no software from the Platform may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, Crimea, North Korea, Iran, Syria or any other country to which the United States has embargoed goods or that has been designated by the U.S. government as "terrorist supporting"; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By accessing this Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. You agree to comply with all rules, laws and regulations that are applicable to your use of the Platform, including, without limitation, those governing your transmission or use of any software or data.
ARBITRATION AGREEMENT/GOVERNING LAW/CLASS ACTION WAIVER/DISPUTE RESOLUTION
BOTH YOU AND FIELDCLOCK WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING OR RESOLVE ANY DISPUTE AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION. BOTH YOU AND FIELDCLOCK WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION RELATED ANY DISPUTE THAT IS BROUGHT BY ANYONE ELSE. NOTWITHSTANDING ANY PROVISION IN THE JAMS (DEFINED BELOW) RULES TO THE CONTRARY, THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY OR ANY JURISDICTION TO HEAR THE ARBITRATION AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR TO CONSOLIDATE, JOIN, OR OTHERWISE COMBINE THE CLAIMS OF DIFFERENT PERSONS INTO ONE PROCEEDING.
You agree that these Terms and your use of our Platform is governed by the laws of the State of Washington, USA without regard to its conflict of law principles. The parties each agree to finally settle all disputes only through arbitration; provided, however, either party shall be entitled to seek injunctive or equitable relief in the state and federal courts in Chelan County, Washington and any other court with jurisdiction over the parties. In arbitration, there is no judge or jury and review is limited. The arbitrator's decision and award are final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth elsewhere in this section, any claim, suit, action or proceeding arising out of or relating to these Terms will be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. ("JAMS") or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a "Demand for Arbitration," then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service who will hear the case. If an in-person hearing is required, then it will take place in Seattle, WA; Chicago, IL; New York City, NY; Los Angeles, CA; or Atlanta, GA (whichever is closest to your residence) or – where required by the JAMS rules – in or near your hometown. The federal or state law that applies to these Terms will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions or class arbitrations; provided, however, if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate does not apply and the dispute must be brought in a court of competent jurisdiction in Chelan County, Washington. FieldClock agrees to pay the administrative and arbitrator's fees in order to conduct the arbitration (but specifically excluding any travel or other costs incurred by you to attend the arbitration hearing). Either party may, notwithstanding this provision, bring qualifying claims in small claims court. In no event will you seek or be entitled to rescission, injunctive or other equitable relief or to enjoin or restrain the operation or exploitation of these Terms or the Platform, provided that nothing in these Terms will restrict a California resident's right, if any, to pursue public injunctive relief as permitted by law and as otherwise in accordance with this section.
The failure of FieldClock to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit FieldClock's rights with respect to such breach or any subsequent breaches. No waiver by FieldClock of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of FieldClock. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. FieldClock may assign its rights and duties under these Terms to any party at any time without any notice to you. Terms may not be assigned by you without FieldClock's prior written consent. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. If a court, arbitrator, or other adjudicative body should determine that any provisions of these Terms is overbroad, unfair or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against FieldClock by virtue of FieldClock having drafted them. No amendment to or modification of these Terms, or action, or delay, will be binding unless in writing and signed by FieldClock. Provisions of these Terms that would logically survive termination shall survive the termination of these Terms for any reason (including without limitation, "Disclaimer of Warranties," "Limitation of Liability; Waiver" and "Arbitration Agreement").
OUR RIGHT TO UPDATE THESE TERMS
FieldClock reserves the right to modify or add to these Terms at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the Platform so that they are accessible via a link on the homepage or otherwise, and that your use of a Platform after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using a Platform. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of a Platform from that point forward.
Address: 3765 N Clemons St, Unit 4, Wenatchee, WA, 98802
These Employer terms ("Employer Terms") apply to any Employer creating a FieldClock Employer Account for the Employer's business. These Employer Terms are in addition to the Terms set forth above. These Employer Terms are binding on the individual creating the Employer Account and the business on whose behalf the Employer Account is created. If there are any discrepancies between these Employer Terms and the Terms with respect to the Employer's Employer Account, the Employer Terms will prevail.
FieldClock offers the Platform for your business purposes only and not for personal, household, or consumer use. To register for an Employer Account, you must be, and hereby represent that you are, acting on behalf of a legal entity or are an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
You are responsible for providing us with accurate registration information when you set up your Account with FieldClock and accurate payment information to bill you for use of the Platform. You are also responsible for updating the information when it changes and for notifying us when an Employee Account must be disabled. Each FieldClock user associated with your Account must have their own login credentials (either username/password or a PIN/badge). You are responsible for maintaining the confidentiality of login names and passwords for your company's Accounts, and for restricting access to your computers and other devices, as applicable, so that others may not access your Employer Account or Employee Accounts without authorization, and we will not be responsible for your failure to do so. If you have reason to believe that someone is using an Account without your permission, you should contact us immediately. We are not responsible for any loss or damage resulting from unauthorized use. If any of your Employees violate the Terms, it may affect your company's ability to use the Platform.
Each Employee associated with your Employer Account can be given different permissions to act on behalf of the Employer. By granting Employees permissions when creating their Employee Accounts, you represent and warrant that the Employee is authorized to act within the parameters of the given permission, and that you are responsible for the Employees' actions taken in accordance with those permissions.
Your Relationship With Your Employees
FieldClock is a service provider to you and does not enter into any relationship, contractual or otherwise, with your Employees, except for the Terms that govern Employees' use of the Platform. You are solely responsible for your relationship with your Employees. You represent and warrant that you will provide any necessary disclosures, obtain any necessary consent, and will comply with all federal, state and local laws, rules, regulations, and ordinances, including without limitation employment and privacy related laws, in connection with the your and your business' use of the FieldClock Platform. To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold the FieldClock Parties harmless from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys' fees, that directly or indirectly arise from or are otherwise directly or indirectly related to any breach or alleged breach of your representations, warranties or obligations set forth in these Employer Terms. You will cooperate as fully required by the FieldClock Parties in the defense of any claim. The FieldClock Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the FieldClock Parties.
Billing and Payment
The cost of the service may vary, including based on size of your organization and any monthly minimum usage fee. Service fee details are available on our Pricing page. You will be billed monthly based upon the number of Employees associated with your Employer Account who use the FieldClock Platform (e.g. login with their credentials or log activity via badge scan or PIN), subject to a minimum monthly fee that will be billed in the event your monthly Employee use falls under that minimum fee amount. For example, if the minimum monthly fee is $100 and the current monthly cost is $7 per employee, if you have only 5 active Employees using the Platform for the month ($7 x 5 employees = $35), you will be billed $100 for the month.
As described above, the fees charged to your provided payment method ("Payment Method") may vary from billing period to billing period due to changes in your (and your Employees') use of the Platform or applicable taxes, and you authorize FieldClock to charge your Payment Method for these amounts. You can access and edit your Payment Method information by logging into your Account through the FieldClock website and clicking on the "Account" button on the main menu.
If you fail to pay any fees as a result of expiration of your Payment Method, failure to provide a valid Payment Method, insufficient funds or otherwise, FieldClock may automatically suspend your Account and all associated Employee Accounts. After an initial payment failure, FieldClock may, in its sole discretion, make additional attempts to charge any Payment Method associated with your Employer Account and you consent to FieldClock doing so.
In the event of a price change, FieldClock will attempt to notify you in advance by sending an email to the address you have registered for your Account. If you do not wish to accept a price change, you may cancel your Employer Account following the steps set forth below. If you do not cancel your Account before the effective date of the price change, you authorize FieldClock to charge your Payment Method for fees incurred at the updated rates. All fees incurred for use of the Platform are non-refundable. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify FieldClock within 60 days after they are billed to your Payment Method. AS BETWEEN YOU AND FIELDCLOCK, YOU ARE RESPONSIBLE FOR ALL INTERNET ACCESS CHARGES ASSOCIATED WITH YOUR OR YOUR EMPLOYEES' USE OF THE FIELDCLOCK SERVICES. PLEASE CHECK WITH YOUR INTERNET PROVIDER FOR INFORMATION ON POSSIBLE INTERNET DATA USAGE CHARGES.
Account Cancellation, Suspension and Termination
You can cancel your Employer Account at any time by contacting firstname.lastname@example.org. Upon cancellation of your Employer Account, you and your Employees will no longer have access to the Platform. You will be billed for all Platform activity associated with your Employer Account up to the effective date of cancellation, termination or suspension, for any reason, in accordance with the procedure set forth above in the Billing and Payment section.
If your Employer Account is terminated, suspended or cancelled for any reason, FieldClock has no obligation to maintain backup files or records of the information contained in or associated with your Employer Account or an associated Employee Account, except that if your Employer Account is terminated by FieldClock for any reason other than violation of the Terms or non-payment, FieldClock will endeavor to give you reasonable notice of such termination and an opportunity to extract your information from the Platform. It is your responsibility to keep backup records of any information contained in your Accounts.
If your Account is suspended for any reason, including non-payment of fees, and it is subsequently reinstated upon FieldClock's approval, which may be withheld for any reason or no reason, you agree to pay any outstanding fees associated with your Account at the time of reinstatement. FieldClock reserves the right to change the cost of FieldClock's services available via the Platform at any time, including any minimum monthly fee(s).
FieldClock may take any of the following actions in our sole discretion at any time, and without giving you prior notice:
- change or discontinue features of the Platform;
- change how we offer and operate the Platform, including any fees; or
- remove content from the Platform;
If FieldClock terminates or suspends your access to the Platform, you and all of your Employees must immediately stop using the Platform.
By registering for an Employer Account (except where prohibited by law), you grant FieldClock and anyone authorized by FieldClock the irrevocable, sublicensable, absolute right and permission to use, publish, post or display your name, photograph, likeness, voice, biographical information, any quotes attributable to you, as well as the name and logo of the business(es) associated with your Employer Account (regardless of whether altered, changed, modified, edited, used alone, or used with other material in FieldClock's sole discretion), for advertising, trade, promotional and publicity purposes without further obligation or compensation of any kind to you, anywhere, in any medium now known or hereafter discovered or devised (including, without limitation, on the Internet), worldwide, without any limitation of time, and without notice, review, or approval and you release FieldClock from any and all liability related thereto. Nothing contained in these Employer Terms obligates FieldClock to make use of any of the rights granted herein and you waive any right to inspect or approve any such use.