Legal

uAttend Service Agreement:

The following are the terms and conditions (the "Terms and Conditions") for use of the uAttend software (the "Software") and the provision of a subscription service to be used by you for tracking and reporting employee work time, (referred to as "Service(s)" or "uAttend Service(s)"). The uAttend Service is owned, operated, and provided to you by ProcessingPoint ("ProcessingPoint") through the web site https://trackmytime.com (the "Site").

By completing the uAttend purchase order and enrolling to use the uAttend Service, you agree to be bound by these Terms and Conditions, including the purchase order, all payment terms, policies, practices, rules, standards and guidelines (“Policies”) related to the Site and/or the Services, in effect from time to time (collectively, the "Agreement").

Any reference to “You” or “Your” refers to the person or entity subscribing to the Services hereunder. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Service, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party.

By accepting the terms and conditions, you (a) represent and warrant that you are 18 years old or older; (b) agree to provide true, accurate, current and complete information; and (c) agree to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, ProcessingPoint has the right to terminate your account and refuse any and all current or future use of the Service.

1. RIGHTS OF SERVICE. ProcessingPoint hereby grants you a non-exclusive license to use the Service in accordance with the terms of the Agreement. You may not: (1) modify, translate, or create derivative works based on the Service or the Software, or permit other individuals to do so; (2) rent, lease, transfer or otherwise transfer rights to the Service or the Software; (3) use a single account for multiple business entities, unless specifically authorized by ProcessingPoint in writing; (4) provide third parties with access to your account, except for third parties specifically authorized by ProcessingPoint; and/or (5) reverse engineer or disassemble the Service or the Software.

2. INTELLECTUAL PROPERTY. All title and copyrights, trade secrets, patents, trademarks and other intellectual property in and to the Software and the Services are owned by ProcessingPoint. Copyright, trade secret and other laws protect the Software and the uAttend Services. All data not expressly entered into the uAttend system by you is the intellectual property of and owned by ProcessingPoint. You may not reverse engineer or disassemble uAttend.

3. FEES AND PAYMENT.

a. Fees. Fees shall be charged per month as posted on the Site or in this Agreement. The Fees in effect at the time of signing or electronically agreeing to these Terms and Conditions are as follows:
Number of Employees List Price

Number of Employees	List Price
1 – 9	$18.00
10 – 19	$29.00
20 - 49	$49.00
50 – 99	$79.00
Over 100	$99.00

b. Fee Changes. ProcessingPoint reserves the right to change its fees at anytime, in its sole discretion, by posting notice of the same on the Site or by updating this Agreement. A fee change for subscription fees or any additional fees will go into effect at the start of the month following the announced rate change.

c. Payment. Any and all ProcessingPoint payment policies posted on the Site are incorporated herein by reference. ProcessingPoint reserves the right to change its payment policies from time-to-time in its sole discretion. You agree to pay ProcessingPoint all applicable charges to your account, in United States dollars, in accordance with the payment policy in effect at the time those charges become due. Your account will be debited with corresponding fees in accordance with the then-current rates. You agree to not charge back any of the related fees associated with your account.

d. Method of Payment. You agree and represent that all information you provide for the purpose of enrolling for the Services, will be accurate, complete, and current. You expressly authorize ProcessingPoint to charge your credit card, charge card, or debit card for any and all applicable Account Charges associated with your account hereunder. If payment cannot be charged to your credit/charge/debit card, for whatever reason, or if there is a charge-back for any reason, ProcessingPoint reserves the right to either suspend or terminate your account with uAttend and the associated Services. If you provide ProcessingPoint with a credit card, charge card, or debit card that expires during the term of this Agreement, ProcessingPoint reserves the right to charge any renewal card issued to you as a replacement without any additional consent from you.

e. Failure to Make Payment. In the event of any failure by you to make payment, or upon any charge-back, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by ProcessingPoint in collecting such amounts plus interest at the rate of the lesser of five percent (5%) per month or the highest rate permissible under applicable law for the actual number of days elapsed.

f. No Refunds. 100% of all fees due and paid are NON-REFUNDABLE.

g. Additional Fees. You expressly acknowledge that in addition to the monthly fees to use the uAttend Services, the following additional fees will be charged.

i. Payroll Export. Should you choose any other payroll export other than ProcessingPoint or .csv, you agree to pay an additional fee of $5.00 per month.

ii. Phone Punch. For each “phone punch” (punching in and out via telephone), you agree to pay $.15 per telephone call.

iii. Additional Clock Fee. Each uAttend account can be associated with two (2) uAttend Timeclocks. For each additional Timeclock associated with the account, there will be a fee of $10.00 per month.

4. REPRESENTATIONS AND WARRANTIES. You represent and warrant (i) you have sufficient authority to enter into this Agreement; (ii) that you will at all times be in compliance with all applicable laws; (iii) that you shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing your obligations under these Terms and Conditions or by authorizing and permitting ProcessingPoint to perform and offer the Services hereunder; (iv) that you shall comply with all of the terms and conditions of this Agreement, as amended from time to time; and (v) that all information provided by you is truthful, accurate, and complete, and is not misleading in any way.

5. INDEMNIFICATION.

a. Processing Point hereby indemnifies and holds you and your officers, directors and personnel harmless from any fees, liabilities, claims, losses, damages or penalties arising out of third party claims that the uAttend Services infringe upon the intellectual property rights of a third party.

b. You hereby indemnify and hold ProcessingPoint and its officers, directors and personnel harmless from any such fees, liabilities, claims, losses, damages or penalties arising out of (a) a breach of any representations and warranties by you; (b) breach of this Agreement by you; (c) your goods or services; and/or (d) your business practices and/or advertising practices.

c. The foregoing indemnification obligations are conditioned on the indemnified party: (a) giving the indemnifying party prompt written notice of the relevant claim; (b) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim; and (c) giving the indemnifying party the right to control the defense and settlement of such claim, except that the indemnifying party shall not enter any settlement that affects the indemnified party’s rights or interest without the indemnified party’s prior written approval. The indemnifying party will pay any and all costs, damages and reasonable attorneys fees and reasonable expert witness fees awarded against the indemnified party and all expenses incurred by the indemnified party in connection with or arising from any such claim, suit or proceeding.

d. The provisions of this Section 5 shall survive the termination of this Agreement.

6. TERM. The initial term period of this Agreement and renewal term periods (collectively referred to herein as the “Term”) shall be on a month-to-month basis. This Agreement shall automatically renew at the renewal rates applicable at the start of each Term Period.

7. TERMINATION.

a. Your Right To Terminate. You may terminate this Agreement at anytime and for any reason by logging on to your Account on the Site and canceling the Services. ProcessingPoint does not refund the Fees or prorate any Fees should you cancel the Services prior to the end of the Term. Once your Account has been terminated, you will no longer be able to access the information previously stored on your Account.

b. ProcessingPoint’s Right To Terminate.

i. ProcessingPoint may terminate this Agreement, in its sole discretion, in advance of any renewal Term by providing written notice to you of its intention not to renew. ProcessingPoint may terminate your month-to-month Term upon fourteen (14) days written notice to you prior to the end of the current month.

ii. In addition, notwithstanding anything contained in this Agreement to the contrary, ProcessingPoint may, in its sole discretion, immediately terminate your account at any time during any Term, and discontinue your participation in the Service, if ProcessingPoint believes that your conduct may be harmful to its business. Reasons for such termination may include, but are not limited to the following: (i) failure to make payment in accordance with ProcessingPoint’s terms, (ii) if ProcessingPoint believes that you may be competitive with ProcessingPoint or intend to develop a competitive service to the uAttend Services, (iii) if ProcessingPoint believes that you have violated this Agreement or other policies or guidelines of ProcessingPoint, and/or (iv) if ProcessingPoint believes your conduct may be harmful to others who participate in the Service. If ProcessingPoint terminates under this Section 7b.ii, ProcessingPoint’s termination shall be effective immediately, and the notice provisions described in Section 7b.i shall not apply.

iii. All decisions made by ProcessingPoint in this matter will be final and ProcessingPoint nor its licensees (or distributors) shall have any liability with respect to such decisions.

c. Effect of Termination. Upon termination, you will no longer be able to access your Account. Regardless of which party terminates this Agreement, you will be responsible for all charges incurred up to and through the date of termination and such charges will be due and payable immediately. Upon any termination, ProcessingPoint reserves the right to delete any and all information in your account, at ProcessingPoint’s discretion, and it will not longer be accessible by you.

8. NON-COMPETE. You agree that during the term of this Agreement and for one year thereafter, you will not develop a competing service to UAttend. You understand that violation of this clause is grounds for immediate termination by ProcessingPoint with no liability on the part of ProcessingPoint; and further, you understand that ProcessingPoint may seek equitable relief to stop the violation and competing activity as well as any other relief available under the law.

9. MODIFICATIONS. ProcessingPoint may modify this Agreement and all applicable rates from time to time, in its sole discretion. Any changes will be emailed to you and/or posted on the Site by ProcessingPoint no less than 14 days prior to implementation of changes to this Agreement. Any use of the Service and/or Site after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications. No conditions other than those set forth in this Agreement shall be binding on ProcessingPoint unless ProcessingPoint expressly agrees in a writing signed by an authorized representative of ProcessingPoint. ProcessingPoint reserves the right to discontinue offering the Services and/or Site at any time.

10. TECHNICAL SUPPORT. ProcessingPoint will supply technical support via email as it pertains to the uAttend Services. Access to email support is located in the uAttend service in the Support “tab.”

11. TIME CLOCK DATA.

a. Storage. The time clock data for uAttend will be hosted on ProcessingPoint servers, unless otherwise agreed. ProcessingPoint does not warrant that your use of the Services will be uninterrupted or that the operation of the Services will be error-free or secure. In addition, the security mechanisms implemented by ProcessingPoint have inherent limitations, and you must determine whether the Service sufficiently meets your requirements. While ProcessingPoint shall make every reasonable effort to protect and backup data on a regular basis, ProcessingPoint is not responsible for your data residing on ProcessingPoint servers. You are responsible for backing up and exporting your time clock data.

b. Your Data. Your Data consists of the time information input into the ProcessingPoint interface by you. ProcessingPoint shall not use your Data except directly in furtherance of the purposes of this Agreement. ProcessingPoint shall not disclose your Data to any third party unless directed by you, unless (a) such disclosure is made by ProcessingPoint in response to a court order, and provided that ProcessingPoint has given you reasonable notice of such court order, or (b) is in aggregate non-personally identifiable form. All data that is not your time clock data belongs to ProcessingPoint (collectively “ProcessingPoint’s Data”). You agree that ProcessingPoint owns all ProcessingPoint’s Data.

12. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICE IS AT YOUR OWN RISK. THE SITE AND/OR SERVICES ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND PROCESSINGPOINT DISCLAIMS ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF THE SITE, SERVICES, AND/ OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE AND/OR SERVICES, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE SITE AND/OR SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

13. APPLICABLE LAW. This Agreement (i) shall be governed by and construed in accordance with the internal substantive laws of the State of California, without giving effect to its principles of conflicts of law; and (ii) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties concerning the subject matter hereof. You submit to jurisdiction and venue in the state and federal courts located in the State of California, County of San Diego and further agree that any cause of action you may bring arising under this Agreement will be brought by you exclusively in a state or federal court located in the State of California, County of San Diego. You agree to pay all legal expenses of ProcessingPoint, including reasonable attorney’s fees, should you be found in breach of this Agreement

14. LIMITATION ON LIABILITY. PROCESSINGPOINT WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF PROCESSINGPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. PROCESSINGPOINT’S TOTAL CUMULATIVE LIABILITY, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED AN AMOUNT EQUAL TO ALL AMOUNTS ACTUALLY REALIZED BY PROCESSINGPOINT FROM YOU DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH LIABILITY. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, THAT THEY ARE AN ESSENTIAL ELEMENT HEREOF AND THAT ABSENT SUCH LIMITATIONS, PROCESSINGPOINT WOULD NOT ENTER INTO THIS AGREEMENT.

15. NO ASSIGNMENT OR RESALE. You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer its rights, ProcessingPoint may immediately terminate this Agreement without liability to ProcessingPoint.

16. HEADINGS AND REFERENCES. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. The content in other Web sites specifically referenced in this Agreement, such as URLs, is incorporated by this reference as though fully stated in this Agreement.

17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.

18. SURVIVAL. The terms of Sections 2, 3, 4, 5, 7(c), 8, 11, 12, 13, 14 and 15 shall survive the termination or expiration of this Agreement.