SaaS Agreement
Effective Date: January 01, 2026
1. Parties
This SaaS Agreement ("Agreement") is entered into by and between EmployeesClock Inc. ("Company," "we," "us," or "our") and you, the customer accepting this Agreement ("Customer"). The Company and the Customer may each be referred to as a "Party" and collectively as the "Parties."
2. Services
The Company provides access to a cloud-based workforce management platform, including features such as employee time tracking, scheduling, attendance management, reporting, and related services (collectively, the "Services"). The Services are provided on a subscription basis in accordance with this Agreement.
3. Account Registration and Use
3.1 Eligibility. Customer represents that it has the authority to enter into this Agreement and to bind its organization and authorized users.
3.2 Account Security. Customer is responsible for maintaining the confidentiality of login credentials and for all activities conducted under its account.
3.3 Authorized Users. Customer may permit its employees and contractors to access the Services solely for Customer’s internal business purposes.
4. Customer Responsibilities
Customer agrees to:
- Use the Services in compliance with applicable laws and regulations
- Obtain all necessary consents from employees or end users whose data is processed through the Services
- Ensure the accuracy of data submitted to the Services
Customer is solely responsible for compliance with employment, payroll, labor, and recordkeeping obligations.
5. Subscription Fees and Payment
5.1 Fees. Customer agrees to pay all applicable subscription fees as set forth at the time of purchase.
5.2 Billing. Fees are billed in advance and are non-refundable except as expressly stated in this Agreement.
5.3 Taxes. Fees exclude taxes, duties, or levies, which are the responsibility of the Customer.
6. Intellectual Property
6.1 Company IP. The Company retains all rights, title, and interest in and to the Services, including all intellectual property rights.
6.2 Customer Data. Customer retains ownership of all data submitted to the Services ("Customer Data"). Customer grants the Company a limited license to process Customer Data solely to provide and improve the Services.
7. Data Protection and Privacy
The Company will process Customer Data in accordance with its Privacy Policy. Customer acknowledges that the Company acts as a service provider or data processor with respect to Customer Data. A separate Data Processing Addendum (DPA) may be made available upon request for enterprise or regulated customers.
8. Acceptable Use
Customer shall not:
- Use the Services for unlawful or fraudulent purposes
- Interfere with or disrupt the integrity or performance of the Services
- Attempt to gain unauthorized access to the Services or systems
9. Availability and Support
The Company will use commercially reasonable efforts to make the Services available and to provide support in accordance with its published support policies.
10. Term and Termination
10.1 Term. This Agreement begins on the Effective Date and continues for the subscription term.
10.2 Termination for Cause. Either Party may terminate this Agreement for material breach if such breach is not cured within a reasonable period.
10.3 Effect of Termination. Upon termination, Customer’s access to the Services will cease, and Customer Data may be deleted in accordance with the Company’s data retention policies.
11. Confidentiality
Each Party agrees to protect the other Party’s confidential information and to use such information solely for purposes of this Agreement.
12. Disclaimer of Warranties
The Services are provided on an "as is" and "as available" basis. The Company disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability and fitness for a particular purpose.
13. Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable for indirect, incidental, special, consequential, or punitive damages. The Company’s total liability under this Agreement shall not exceed the fees paid by Customer during the twelve (12) months preceding the claim.
14. Indemnification
Customer agrees to indemnify and hold harmless the Company from claims arising out of Customer’s use of the Services or violation of this Agreement.
15. Governing Law and Dispute Resolution
This Agreement shall be governed by the applicable laws of the relevant jurisdiction, without regard to conflict-of-law principles. The Parties agree to resolve disputes in a commercially reasonable manner.
16. Modifications
The Company may update this Agreement from time to time. Continued use of the Services after changes become effective constitutes acceptance of the revised Agreement.
17. Assignment
Customer may not assign this Agreement without the Company’s prior written consent. The Company may assign this Agreement in connection with a merger, sale of assets, or similar transaction.
18. Entire Agreement
This Agreement, together with any referenced policies, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
19. Contact Information
Questions regarding this Agreement may be directed to:
EmployeesClock Inc.
info@employeesclock.com
