Terms of Service

1Agreement

These Terms of Service ("Terms") are an agreement between you and Michael Duffy ("Owner", "we", "us"), the owner and operator of SINCT, the time clock, payroll and administration tools at sinct.app and any related web address, app, worker or automation (the "Service").

By signing in to the Service, or by checking the box and selecting "I agree", you accept these Terms and confirm you have read the Privacy Policy. If you do not agree, do not use the dashboard. You must be at least 18 to agree to these Terms as a dashboard user.

Accepting these Terms binds you personally. It does not bind the organization you work for unless you are authorized to sign agreements for it. Where the Owner and an organization have signed a separate written agreement about the Service (an "Organization Agreement"), that agreement controls if it conflicts with these Terms.

2Definitions

• "Organization" means the company or other organization whose workforce uses the Service, such as your employer.
• "Authorized User" means a person given access to the Service by the Owner or by an Organization administrator, including dashboard users and employees using clock links.
• "Organization Data" means the information about the Organization's business and workforce entered into or created in the Service, such as employee records, punches, breaks, corrections, payroll problem forms, attached files and signatures.
• "Software" means all computer code that makes up or runs the Service, in source code and compiled form, including the website, database design, server functions, background workers, automations, browser tools and bookmarklets, integrations with other systems, documentation, and all versions, updates and derivatives of any of them.

3Ownership

The Owner owns the Service and the Software and all intellectual property rights in them, including copyrights, trade secrets, know-how, designs, layouts, workflows, database structures, and the SINCT name, logo and branding. This includes everything the Owner builds, changes or improves, whether or not an Authorized User or the Organization suggested it, tested it or helped describe how a process works.

Your use of the Service, and the Organization's use of it, does not transfer any ownership or create any work made for hire, joint work, assignment or implied license, except the limited license in these Terms. The Owner reserves all rights not expressly granted in writing.

The Organization's own names, logos and documents (for example, its payroll worksheet layout or letterhead) remain the Organization's property and are used in the Service only to serve that Organization.

4Your license to use the Service

Subject to these Terms, the Owner grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Service, through its normal user interface, only to do your work for the Organization. This license ends automatically when your access is removed, when your work for the Organization ends, or when the Service ends.

5Restrictions

You may not, and may not help anyone else to:

• copy, download, reproduce, modify, translate or create derivative works of the Software or the Service's design;
• decompile, disassemble, reverse engineer, or try to obtain the source code, database design or underlying logic of the Service, except to the extent applicable law expressly allows despite this restriction;
• sell, rent, lend, sublicense, host or otherwise make the Service available to anyone who is not an Authorized User;
• use the Service, or anything learned from it, to build or help build a competing product;
• share your login, use someone else's login, or let anyone else sign or punch for you;
• get around security, rate limits or access controls, or probe, scan or test the Service's vulnerabilities without the Owner's written permission;
• use automated tools to access or collect data from the Service, other than tools the Service itself provides;
• upload malicious code, or content you have no right to upload;
• remove or change any ownership, copyright or confidentiality notice; or
• use the Service in a way that breaks the law or harms others.

6Source code and confidential information

The Software's source code, architecture, database design, integration methods, credentials and security measures are the Owner's confidential information and trade secrets. Authorized Users have no right to access them. If you see any of them (for example in an error message, a shared screen, or a file), you must keep them confidential, not copy or use them, and tell the Owner. Seeing or having access to any of them gives you no rights in them.

7Feedback and suggestions

If you or the Organization suggest an idea, report a problem, request a feature or describe how a process should work ("Feedback"), the Owner may use it for any purpose without payment or obligation, and anything the Owner builds from it belongs to the Owner. Giving Feedback does not make you or the Organization an owner or co-author of the Software.

8Organization Data

Organization Data belongs to the Organization (and, for personal information, is also about the people it describes). The Owner does not claim ownership of it. The Organization, through its use of the Service, allows the Owner to host, store, copy, process and display Organization Data only as needed to provide, secure, support and improve the Service, and as the law requires. The Privacy Policy explains how personal information is handled.

The Service is a tool, not the Organization's official system of record. The Organization remains responsible for keeping the payroll and time records the law requires and for checking information before relying on it.

9Accounts and security

Keep your password private and tell the Owner or your administrator right away if you think someone else has used your account. You are responsible for what is done under your login. Administrators are responsible for giving access only to people who need it and for removing access when someone no longer needs it.

10Connected systems

The Service works with other systems, such as the Organization's scheduling and payroll system, hosting providers, a database provider and an email provider. Those systems are not owned or controlled by the Owner. The Owner is not responsible for their availability or for changes that stop them working with the Service. Where the Service connects to an Organization system with credentials the Organization provides, it does so on the Organization's behalf and with its permission, which the Organization can withdraw at any time by changing those credentials.

11Suspension

The Owner may suspend any user's access, or all access, immediately and without notice if the Owner reasonably believes it is needed to protect the Service, its data or its users, to stop a breach of these Terms, or to comply with the law. The Owner will restore access when the reason for the suspension is resolved, unless the Service or that user's access is being terminated.

12Termination and ending the Service

Individual users. The Owner may remove or disable any Authorized User's access at any time, for any reason or no reason. Your access also ends when the Organization removes you or when your work for the Organization ends.

The Organization's access. The Owner may end the Service for the Organization, or stop offering the Service altogether, for any reason by giving at least 30 days' written notice to the Organization (by email to an administrator or the Organization's payroll contact). The Owner may end it on shorter notice, or immediately, if the Organization or its users materially breach these Terms or an Organization Agreement and do not fix it within 10 days of notice, misuse the Service, put its security at risk, or claim ownership of the Software in a way that conflicts with the Ownership section.

The Owner's employment. The Owner may also work for the Organization. Whether that employment continues or ends does not affect who owns the Service or the Software, and does not give the Organization any right to keep using the Service. If the Owner stops working for the Organization, the Organization's use of the Service continues only under a written Organization Agreement. Without one, the Owner may end the Service for the Organization under the paragraph above.

Nothing in these Terms requires the Owner to keep operating, maintaining or updating the Service.

13After termination

• Export window. When the Service ends for the Organization for any reason other than an immediate security risk, the Organization will have 30 days from the notice to request an export of its Organization Data. The Owner will provide it in common formats (spreadsheets and the original attached files). Where the Service ends immediately, the export window starts when the Service ends.
• Deletion. After the export is delivered or the window closes, the Owner will delete Organization Data, including from backups when they next rotate, unless the law requires the Owner to keep it. The Owner may keep a record of what was exported and when.
• Disconnection. The Owner will turn off all connections to the Organization's systems and delete any Organization credentials stored in the Service.
• What ends and what continues. All licenses end. The sections on Ownership, Restrictions, Source code and confidential information, Feedback, After termination, No warranties, Limitation of liability, Employment relationship, Governing law and General terms continue after termination.

14Fees

The Service is provided without charge to the Organization unless an Organization Agreement says otherwise. Providing the Service without charge, on the Organization's equipment or during working hours, does not transfer any ownership of it.

15Changes

The Owner may change the Service at any time, including adding or removing features. The Owner may change these Terms. When the change is material, the Owner will give the Terms a new version date, and dashboard users will be asked to agree again the next time they use the dashboard. If you do not agree to the changed Terms, stop using the dashboard.

16No warranties

The Service is provided "as is" and "as available". To the fullest extent the law allows, the Owner disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement and accuracy. The Owner does not promise that the Service will be uninterrupted, error-free or secure, or that its calculations, automations or synced data will be correct. The Service is not legal, tax or payroll advice. The Organization is responsible for its own compliance with wage-and-hour, meal and rest break, record-keeping and payroll laws.

17Limitation of liability

To the fullest extent the law allows, the Owner will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost data, wage claims, penalties or business interruption, arising from the Service or these Terms, even if told they were possible. The Owner's total liability for all claims about the Service is limited to the greater of the fees paid to the Owner for the Service in the 12 months before the claim or one hundred U.S. dollars ($100).

Nothing in these Terms limits liability that California law does not allow to be limited, including liability for fraud, willful injury, or violation of law under California Civil Code section 1668.

18Employment relationship

These Terms are about the Service only. They do not change anyone's employment, are not a condition of employment set by the Owner, and do not limit any right an employee has under California or federal employment law, including the right to inspect their own payroll records through their employer. Employees who clock in with a shift link may do so without agreeing to these Terms. These Terms still describe the Owner's ownership of the Service they are using.

19Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules. Any dispute about the Service or these Terms will be brought only in the state or federal courts located in Los Angeles County, California, and you and the Owner consent to those courts. Either side may ask any court for an order to stop unauthorized use or disclosure of the Software or confidential information.

20General terms

• Assignment. You may not transfer these Terms. The Owner may transfer them, together with the Service, to a company the Owner controls or to a buyer of the Service.
• Severability. If a court finds any part of these Terms unenforceable, it will be enforced as far as possible and the rest stays in effect.
• No waiver. Not enforcing a term is not a waiver of it.
• Entire agreement. These Terms, the Privacy Policy, the Electronic Signature Terms and Conditions (for those who sign forms) and any Organization Agreement are the whole agreement about the Service.
• Events outside our control. The Owner is not responsible for failures caused by events outside reasonable control, such as outages at a hosting provider or a connected system.
• Electronic notices. You agree that notices, agreements and records about the Service may be given and kept electronically.

21Contact

Questions and legal notices: Michael Duffy, michael220990266@gmail.com.