1. Contractual Relationship.
These Terms of Service ("Terms") govern your access or use of the applications, websites, content, products, and services (the "Services") made available by Justworks On Time LLC d/b/a Justworks Time Tracking ("Justworks Time Tracking"). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND JUSTWORKS TIME TRACKING.
Justworks Time Tracking may amend the Terms from time to time. Amendments will be effective upon Justworks Time Tracking's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended.
These Terms govern the use of and access to Services that are publicly available (like our website) and Services for which a Justworks Time Tracking user account (an “Account”) is required for access, such as the password-restricted portions of this website and the Justworks Time Tracking mobile and other applications (the “Application(s)”).
- “User” means any person who accesses the Services, including the Applications(s) and any other Services.
- “You” or “your” means you, the User, and, if you are an Administrator for a Customer (as those terms are defined below), the Customer on behalf of whom you accept these terms.
Some of these Terms are specific to the Application(s) and/or the employers who use them. Employers can register for an account with Justworks Time Tracking to access the Applications(s), which enable them to track shifts, hours worked, location and other data (the "Data") related to their employees or other service providers.
- “Customer” means any person or entity that creates an employer account with Justworks Time Tracking for company-level access to the Application(s), including on a free-trial basis.
- “Customer Account” is the customer user account required for the Customer to access the Application(s) and provision Accounts to their Authorized Users, as defined below.
- "Authorized User" means a User who is a Customer's employee, consultant, contractor, or agent and who is authorized by the Customer to access and use the Application(s) through their Account.
An Authorized User’s level of access to the Application(s) will depend on the type of Account they have been provided by a Customer.
- “Administrators” are Authorized Users who are the representatives of the Customers and are responsible for setting up the Customer Account, enrolling Customer’s Non-Administrators, and providing Justworks Time Tracking with current and accurate information about Non-Administrators. Administrators are permitted access to certain portions of the Application(s) using login names and passwords, including portions of the Application(s) not available to Non-Administrators.
- “Non-Administrators” are all Authorized Users other than Administrators.
Additional terms are defined throughout these Terms.
3. User Terms.
The Terms in this Section 3 apply to you in your individual capacity when you use or access the Services.
(a) Using the Services.
By using or accessing any of the Services (including, but not limited to, the Applications(s)), you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Justworks Time Tracking may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
(b) Using the Application(s)
In order to use the Application(s), you must register for and maintain an active Account. You must be at least 16 years of age to obtain an Account. Account registration requires you to submit to Justworks Time Tracking certain personal information, such as your name, email address and mobile phone number. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access or use the Application(s). You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.
The Application(s) use geo-location, and by using the Application(s), you agree to such location features. You also agree that Justworks Time Tracking may use the Data for the purpose of delivering Services through the Application(s), and may share such Data with third parties providing accounting, billing and other services to Customers as part of Customers making payments to you. While Justworks Time Tracking is careful to accurately collect and report Data, Users should verify that the Data is accurate when receiving payment from Customers.
(c) Harassment and Abusive Conduct Prohibited
Justworks Time Tracking is committed to maintaining a safe and inclusive environment, where employees, customers, and anyone who uses our Services are treated with respect and dignity. Justworks Time Tracking prohibits harassment, mistreatment, or abusive conduct of any kind. This policy applies to anyone who uses the Services, including, but not limited to, prospective customers, Customers, Users, and Authorized Users (Administrators and Non-Administrators alike). Violation of this policy is a breach of these Terms and may result in removal of access to Services or Applications and/or closure of your Customer Account and/or Authorized User Account, as applicable and in Justworks Time Tracking's sole discretion.
4. Customer Terms.
The Terms of this Section 4 apply to Customers and their Administrators.
(a) Customer Account Creation.
A Customer Account is required for Administrator access to the Application(s) and to provision Accounts for your Authorized Users. You may create a Customer Account in various ways, including but not limited to, through the Justworks Time Tracking website or mobile applications, or the websites of other Justworks entities (each a “Justworks Affiliate”).
By creating a Customer Account and/or accessing or continuing to access the Application(s) as an Administrator of the Customer Account, you (i) confirm, on behalf of Customer, Customer’s agreement to be bound by these Terms and (ii) represent and warrant that you have the requisite authority to so bind Customer. If Customer does not agree to these Terms, Customer may not access or use the Application(s) and must terminate the Customer Account. These Terms expressly supersede prior agreements or arrangements with you. Justworks Time Tracking may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Subject to these Terms, Justworks Time Tracking grants Customer a non-exclusive, non-transferable right to access and use the Application(s), solely for use by Customer’s Authorized Users, in accordance with these Terms. Such use is limited to Customer's internal use.
(b) Fees and Billing
You understand that your creation of a Customer Account and/or use of the Application(s) by you and/or your Authorized User(s), may result in charges to you for the services or goods you receive ("Charges").
Pricing. Charges will be billed according to the fee schedule presented to you when you created your Customer Account or converted your Customer Account from a Free Trial to a paid Customer Account (your “Subscription”), which fee schedule may have been displayed to you on the Justworks Time Tracking website, in the Application or a Justworks Affiliate application, in a paper or digital order form, or in any other manner (your “Fee Schedule”). If no such Fee Schedule was provided at that time, Charges will be billed according to the fee schedules published at https://www.justworks.com/time-tracking (the “Published Fee Schedule”). If you received a promotional offer or other discounted pricing when you created your paid Customer Account, your Fee Schedule will revert to the Published Fee Schedule upon the expiration of such promotion or as described in the Fee Schedule. Justworks Time Tracking may increase your fees at any time with 30 days’ advance notice.
Billing. (1) Unless otherwise provided in the Fee Schedule, (a) your Charges will be calculated on a per-User, per-month basis for each of your company’s Authorized Users according to the applicable fee schedule described above, regardless of whether each such Authorized User actively uses their Account during a particular billing cycle; and (b) billing for such Charges is up-front on a monthly or annual basis at your choice. Should you run out of paid seats in the middle of a billing cycle, you will be responsible for overages. Charges paid by you are final and non-refundable, unless otherwise determined by Justworks Time Tracking. (2) You expressly authorize Justworks Time Tracking and/or an applicable Justworks Affiliate to (as applicable) (i) apply Charges using the preferred payment method designated in your Customer Account or (ii) debit the Charges from your bank account on file with your applicable Justworks Affiliate account. Use of Justworks Affiliate services is subject to the terms of service and other contract terms of such Justworks Affiliate.
(2) Customers of other Justworks entities (each a “Justworks Affiliate”) may be provided an opportunity to connect their Justworks Time Tracking Customer Account with their Justworks Affiliate account or to create a Justworks Time Tracking Customer Account through their Justworks Affiliate account. Such Customers (“Affiliate Customers”) will be billed in arrears for each billing month’s Charges on their first Justworks Affiliate payroll invoice in the month following the billing month. Such Charges will be calculated on a per-User, per-month basis, based on the applicable fee schedule described above for each Active User in the billing month. As used herein, “Active User” means (i) any Authorized User taking any action related to tracking their time on our platform (including, but not limited to, starting a shift, adding time to a project, or adding time off), regardless of their role or termination status, during the billing month including the following; and (ii) any Administrator or other Authorized User who (a) approves time or (b) runs any report, during the billing cycle.
As an Affiliate Customer, you expressly authorize Justworks Time Tracking and/or the applicable Justworks Affiliate to debit the Charges from your bank account on file with the applicable Justworks Affiliate account by automated clearing house transaction or funds drawdown transaction. You may view your Charges on your Justworks Affiliate invoice and on the Justworks Time Tracking dashboard. Charges paid by you are final and non-refundable, unless otherwise determined by Justworks Time Tracking. Use of Justworks Affiliate services is subject to the terms of service and other contract terms of such Justworks Affiliate.
Taxes. All fees are exclusive of all local, state, federal or foreign taxes, including value added taxes (“Taxes”), all of which Customer will be responsible for and will pay in full, except for taxes based on Justworks Time Tracking's net income, employees and property. If Justworks Time Tracking has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer produces a valid tax exemption certificate.
(c) Free Trials and Betas.
Justworks Time Tracking may, in its discretion, provide you temporary, no-cost access to a Customer Account in order to evaluate the Application(s) and/or no-cost access to beta Services or Application(s), access to which would not otherwise be included with your Charges (in either event, a “Free Trial”). Your Free Trial is subject to these Terms, as modified in this paragraph. Justworks Time Tracking may terminate your access to a Free Trial at any time, for any reason.
The Justworks Time Tracking Services and/or Applications that you access through a Free Trial constitute Confidential Information subject to the protections and obligations described in Paragraph 5(c) of these Terms.
THE FREE TRIAL MAY (A) HAVE LIMITED FEATURES; (B) FUNCTION FOR A LIMITED PERIOD OF TIME; OR (C) HAVE OTHER LIMITATIONS NOT CONTAINED IN A COMMERCIAL VERSION OF THE PRODUCTS. THE FREE TRIAL IS PROVIDED “AS IS” AND “WITH ALL FAULTS”. JUSTWORKS TIME TRACKING MAKES NO REPRESENTATIONS OR WARRANTIES, AND JUSTWORKS TIME TRACKING DISCLAIMS ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
(d) Customer Account Termination
You may terminate your Customer Account at any time by following the instructions posted in the Applications(s). Justworks Time Tracking may terminate your Customer Account (i) immediately, in the event of your breach of these Terms, or (ii) effective at the end of the then-current billing cycle, for any reason.
Upon termination, your access to the Application(s) will be revoked immediately, and you will be charged for any unbilled use of the Application(s) during the then-current month in accordance with the Fees and billing mechanics described Section 4(b) herein.
(e) Additional Customer Obligations
Customer shall be responsible for its Authorized Users’ compliance with these Terms. Justworks Time Tracking may suspend the Customer Account or any Authorized User’s Account for non-compliance with these Terms.
As a Customer: (1) You remain solely responsible for compliance with all applicable labor and employment laws; (2) You will ensure that Your use of the Services is consistent with applicable laws; (3) You will not use the Services in a way that is inconsistent with applicable laws; (4) You will ensure Your employees are paid correctly for all hours worked; and (5) You will review all output of the Services to ensure employees are paid properly. Justworks Time Tracking does not provide legal advice and the Services are not a replacement for legal advice.
(f) Independent Contractors.
Justworks Time Tracking is an independent contractor to Customer and these Terms will not establish any relationship of partnership, joint venture, employment, franchise or agency between Justworks Time Tracking and Customer. Neither Justworks Time Tracking nor Customer will have the power to bind the other or incur obligations on the other’s behalf.
5. General Terms.
The Terms in this Section 5 apply to all Users and Customers when they access any of the Services.
(a) License, Proprietary Rights, and Restrictions
License. Subject to your compliance with these Terms, Justworks Time Tracking grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Services; and (ii) access and use any content, information and related materials that may be made available through the Services. With respect to the Application(s), this license is subject to the additional conditions and restrictions described in Sections 3 and 4.
Proprietary Rights. As between you and Justworks Time Tracking, Justworks Time Tracking is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the website, and is the copyright owner and/or licensee of the content and/or information on the website, unless otherwise indicated. Except as provided herein, use of the website does not grant you a license to any content, features or materials you may access on the website, and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such content, features or materials, in whole or in part, or otherwise exploit any of the content. Any commercial use of the website is strictly prohibited, except as allowed herein or otherwise approved by Justworks Time Tracking. You may not download or save a copy of any of the content or screens for any purpose, and no material from the website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the website or as otherwise provided by Justworks Time Tracking. If you make use of the website, other than as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Justworks Time Tracking does not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the website.
Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Justworks Time Tracking; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Suggestions. If you elect to provide or make available to Justworks Time Tracking any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Suggestions”), Justworks Time Tracking shall be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute Suggestions in any manner, without credit or compensation to you.
(b) Disclaimers; Limitation of Liability; Indemnity.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." JUSTWORKS TIME TRACKING DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, JUSTWORKS TIME TRACKING MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE DATA, SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY.
JUSTWORKS TIME TRACKING AND ITS AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF JUSTWORKS TIME TRACKING, EVEN IF JUSTWORKS TIME TRACKING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF JUSTWORKS TIME TRACKING TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICES EXCEED, IN THE AGGREGATE, $100.00.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, JUSTWORKS TIME TRACKING's LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You release Justworks Time Tracking, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to the Services, materials and function related thereto. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Indemnity. You agree to indemnify and hold JUSTWORKS TIME TRACKING and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services, and (ii) your breach or violation of any of these Terms.
(d) Choice of Law.
These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
Any claim or cause of action you may have with respect to Justworks Time Tracking or the Services must be commenced within one (1) year after the claim or cause of action arose.
(e) Arbitration Agreement.
PLEASE READ THE FOLLOWING ARBITRATION TERMS CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH JUSTWORKS TIME TRACKING AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IT. Both you and Justworks Time Tracking acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Justworks Time Tracking's officers, directors, employees and independent contractors (collectively, “Personnel”) are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
(1) Arbitration Rules; Applicability of Arbitration Agreement. Any dispute arising out of or relating to the subject matter of these Terms shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with the Streamlined Arbitration Rules and Procedures of JAMS/Endispute, LLC (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
(2) Costs of Arbitration. The JAMS rules will govern payment of all arbitration fees. Justworks Time Tracking will pay all arbitration fees for claims less than $75,000. Justworks Time Tracking will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous
(3) Small Claims Court. Either you or Justworks Time Tracking may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work.
(4) Waiver of Jury Trial. YOU AND JUSTWORKS TIME TRACKING WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE AND/OR JURY. You and Justworks Time Tracking are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Justworks Time Tracking over whether to vacate or enforce an arbitration award, YOU AND JUSTWORKS TIME TRACKING WAIVE ALL RIGHTS TO A JURY TRIAL, and elect to have the dispute resolved by a judge alone.
(5) Waiver of Class or Consolidated Actions. YOU WAIVE ANY RIGHTS TO CLASS OR CONSOLIDATED ACTIONS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Justworks Time Tracking are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(6) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: P.O. Box 7119, Church Street Station, New York, NY 10008-7119, Attn: VP General Counsel postmarked within 30 days of first accepting these Terms. You must include (1) your name and residence address; (2) the email address and/or telephone number associated with your account; and (3) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(7) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration terms permit either you or Justworks Time Tracking to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party and both you and Justworks Time Tracking agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in New York, New York.
You may not assign these Terms without Justworks Time Tracking's prior written approval. Justworks Time Tracking may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Justworks Time Tracking's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and Justworks Time Tracking as a result of these Terms or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Justworks Time Tracking's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Justworks Time Tracking in writing.
Notices to you may be made via either email or regular mail. Notices to Justworks Time Tracking shall be by email, certified or overnight mail. The site may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you on the site.
Please contact Justworks Time Tracking with any questions or concerns in connection with this Agreement, the Site or the Terms at [email protected] or P.O. Box 7119, Church Street Station, New York, NY 10008-7119, Sr. Mgr., Customer Support.
The headings contained in these terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.
(i) Entire Agreement.
The Terms (and any other terms incorporated herein) constitute the entire agreement between you and Justworks Time Tracking and govern your use of the Services, superseding any prior agreements between you and Justworks Time Tracking.