Terms of Service

1Agreement

These Terms of Service ("Terms") apply to 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 or using the Service, you accept these Terms and acknowledge the Privacy Policy. If you do not accept them, do not use the Service. You must be at least 18 to accept 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 a separate written agreement about the Service exists with an organization (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, 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 Service and the Software are owned by Michael Duffy (the "Owner"), together with 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 every change and improvement to them, whether or not an Authorized User or the Organization suggested it, tested it or helped describe how a process works.

Using the Service, by you or by the Organization, 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. All rights not expressly granted in writing are reserved.

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, you are granted 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 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.

6Your use of the Service

You use the Service at your own risk. You are responsible for how you use it: the information you enter or upload, its accuracy, what you do with information you see, and any decision made using the Service. The Organization is responsible for the people it gives access to and for how they use the Service.

The Service is a tool. It does not supervise its users, check that the information entered into it is correct, or decide anything on anyone's behalf. Misuse of the Service, unauthorized use of an account, and errors in information entered by users are the responsibility of the people involved, not of the Service or the Owner.

7Source code and confidential information

The Software's source code, architecture, database design, integration methods, credentials and security measures are confidential 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 your administrator. Seeing or having access to any of them gives you no rights in them.

8Feedback and suggestions

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

9Organization Data

Organization Data belongs to the Organization (and, for personal information, is also about the people it describes). No ownership of it is claimed through these Terms. The Organization, through its use of the Service, allows Organization Data to be hosted, stored, copied, processed and displayed 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 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.

10Accounts and security

Keep your password private and tell 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.

11Connected 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 run by others, and the Service is not responsible for their availability or for changes that stop them working with it. 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.

12Suspension

Any user's access, or all access, may be suspended immediately and without notice when that is reasonably needed to protect the Service, its data or its users, to stop a breach of these Terms, or to comply with the law.

13Termination and ending the Service

Individual users. Any Authorized User's access may be removed or disabled 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 Service may be ended for the Organization, or stopped altogether, for any reason with at least 30 days' written notice to the Organization (by email to an administrator or the Organization's payroll contact). It may be ended 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 that employment ends, the Organization's use of the Service continues only under a written Organization Agreement; without one, the Service may be ended for the Organization under the paragraph above.

Nothing in these Terms requires the Service to keep operating or to be maintained or updated.

14After termination

• Export window. When the Service ends for the Organization for any reason other than an immediate security risk, the Organization has 30 days from the notice to request an export of its Organization Data, which will be made available 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, Organization Data is deleted, including from backups when they next rotate, unless the law requires it to be kept. A record of what was exported and when may be kept.
• Disconnection. Connections to the Organization's systems are turned off and any Organization credentials stored in the Service are deleted.
• What ends and what continues. All licenses end. The sections on Ownership, Restrictions, Your use of the Service, Source code and confidential information, Feedback, After termination, No warranties, Limitation of liability, Employment relationship, Governing law and General terms continue after termination.

15Fees

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.

16Changes

The Service may change at any time, including by adding or removing features. These Terms may also change. The current version is always posted at sinct.app/terms with its date. Continuing to use the Service after a change means you accept the changed Terms.

17No warranties

The Service is provided "as is" and "as available", and you use it at your own risk. To the fullest extent the law allows, all warranties, express or implied, are disclaimed, including merchantability, fitness for a particular purpose, title, non-infringement and accuracy. There is no 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.

18Limitation of liability

To the fullest extent the law allows, neither the Owner nor anyone involved in providing the Service is 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, its use or misuse, or these Terms, even if told they were possible. Total liability for all claims about the Service is limited to the greater of the fees paid 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.

19Employment relationship

These Terms are about the Service only. They do not change anyone's employment, are not a condition of employment, 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 accepting these Terms; these Terms still describe the ownership of the Service they are using.

20Governing 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. Any court may be asked for an order to stop unauthorized use or disclosure of the Software or confidential information.

21General terms

• Assignment. You may not transfer these Terms. They may be transferred, 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 reasonable control. The Service is not responsible for failures caused by events outside reasonable control, such as outages at a hosting provider or a connected system.
• Electronic notices. Notices, agreements and records about the Service may be given and kept electronically.

22Questions

For questions about using the Service, or about your account, contact your administrator or your employer's payroll department.