1 Acceptance of Terms.
1.1 Fareclock, LLC (referred to here as “Fareclock”) provides its Service (as defined below) to You through its web site located at www.fareclock.com (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, You acknowledge that you have read, understood, and agree to be bound by this TOS. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these TOS, You must not accept these TOS and may not use the Service.
1.2 Fareclock may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at www.fareclock.com/terms. The revised terms and conditions will become effective upon posting and if You use the Service after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to You, your only remedy is to stop accessing and using the Service.
2 Description of Service.
The “Service” includes (a) the Site, (b) the on-demand Fareclock® time attendance system, tools and services provided through the Site and by the Fareclock API made available via the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services, or developed via the Fareclock API (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
3 General Conditions/ Access and Use of the Service.
3.1 Subject to the terms and conditions of this TOS, You may access and use the Service only for Your internal business purposes as contemplated by the Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.
3.2 Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to Fareclock. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Fareclock, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
3.3 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as Your plan allows.
3.4 Fareclock reserves the right to access any or all Your accounts for development purposes and in order to respond to Your requests for technical support. We shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. We will not disclose Your data except if compelled by law or if permitted by You.
3.5 In order to reduce service costs, Fareclock reserves the right to delete Your punch photo data from its database after a period of time no less than 6 months.3.6
You understand that the technical processing and transmission of the Service, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Fareclock’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Fareclock will use reasonable efforts to publish on the site or notify You of any planned downtime of the Service.
3.7 The failure of Fareclock to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and Fareclock, even though it is electronic and is not physically signed by You and Fareclock, and it governs Your use of the Service and takes the place of any prior agreements between You and Fareclock.
FARECLOCK® and Fareclock’s various logos used or displayed on the Service are trademarks of Fareclock and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the Fareclock products and services, provided You do not attempt to claim ownership of the marks by incorporating any of them within Your names or offerings.
5 Payment and Refunds.
5.1 Trials and Payments. The Service is made available on a pay-as-you-go basis and is charged at the start of Your elected subscription term (generally monthly or annually). There is a Free 30 Day Trial offer. If You do not provide Your credit card details to Fareclock within the free trial period, Your account will be suspended and can only be reactivated by submitting Your credit card information. Once You have provided credit card details, You will be promptly billed and Your trial period will terminate.
5.2 Plan and Price Changes. If you choose to upgrade Your plan or number of resources during Your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, Your credit card will automatically be charged the adjusted rate on Your next billing cycle subsequent to the pro-rating billing. A billing exception exists if You are on a monthly billing cycle where You will not see a prorated charge or credit in the current month, but Your new billing rate will be reflected on Your next monthly bill. Regardless of Your billing cycle, there are no refunds or credits for partial months of service, plan downgrades, or refunds for months unused if You close Your account before the end of Your subscription period. No exceptions will be made in order to treat everyone equally and keep our administrative costs low for the ultimate benefit of our customer base. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and Fareclock does not accept any liability for such loss. Prices of all Fareclock plans and Services are subject to change upon 30 days notice from us. Such notice may be provided at any time. In addition, Fareclock reserves the right to contact You about special pricing if You maintain an exceptionally high number of end-users. In such situation, an Enterprise Subscription Agreement (described below) may be more appropriate for You.
5.3 Enterprise Subscription Agreements (“ESA”). Enterprise Subscription Agreements are available to Customers with at least 200 employees. The ESA pricing schedule allows customers to choose a resource level that is optimal for their unique business circumstances. The minimum subscription period for an ESA is twelve months, billable in advance. Similar to pay-as-you-go plans, there are no refunds or credits for downgrading to a lesser plan or for terminating Your account before the end of the subscription period.
5.4 Credit Card Billing, Receipts and Privacy. The account owner will receive an email receipt upon each credit card charge. The receipts are also available for the account owner from within the application. Fareclock provides an interface for the account owner (as defined in the sign-up procedure) to change credit card information (e.g., upon card renewal). Fareclock uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Fareclock. Please visit www.fareclock.com/privacy to understand how Fareclock collects and uses personal information.
6 Cancellation and Termination.
6.1 You are responsible for properly canceling Your account. The account owner (as defined in the sign-up procedure) can cancel the account at any time by clicking on the Settings => Billing link in the global navigation bar at the top of the screen. There are no other means of canceling Your account. You will lose access to all of Your content upon cancellation and we will delete it in our normal course of business operations. This information cannot be recovered once your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, your cancellation will take effect immediately and You will not be charged again.
6.2 Fareclock reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your content in the Service, for any reason, including, if Fareclock believes that You have violated these TOS. Fareclock will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. Fareclock shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
7 DISCLAIMER OF WARRANTIES.
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND FARECLOCK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT FARECLOCK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM FARECLOCK OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8 LIMITATION OF LIABILITY.
8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL FARECLOCK BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, FARECLOCK SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
8.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, FARECLOCK’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Fareclock may assign or transfer this TOS, in whole or in part, without restriction.
10 Export Compliance.
You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.
11 Governing Law.
These TOS shall be governed by the laws of the State of Maryland without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Maryland for the purpose of resolving any dispute relating to Your access to or use of the Service.