Last Updated: May 24, 2018
All customers agree to the following terms and conditions. PLEASE READ CAREFULLY. BY INDICATING YOUR ACCEPTANCE, YOU ARE AGREEING THAT YOU OR YOUR COMPANY OR OTHER ENTITY YOU REPRESENT WILL BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICES.
Customer Service Agreement
This Customer Service Agreement (this “Agreement”) is by and between Buddy Punch LLC, a Wisconsin limited liability company (“buddypunch.com”) and you or the company or other entity you represent acknowledging this Agreement (“Customer”).
- Provision of Service.
(a) Buddy Punch LLC will provide Customer access to buddypunch.com’s Internet-based service (the “Service”) which will permit the processing, retrieval, and transmission of transaction data submitted by Customer (the “Customer Data”) pursuant to the terms of this Agreement. Buddy Punch LLC reserves the right at any time and in its sole discretion to change Service features and functionality, as well as the terms and conditions of this Agreement. Such modification of the Service and amended terms and conditions of this Agreement will be effective immediately and incorporated into this Agreement. Your continued use of the Service thereafter will be deemed acceptance of such changes.
(b) Customer is responsible for its own compliance with this Agreement, including without limitation the compliance of its employees, officers, agents, and any third party Customer invites to participate in the Service.
- Fees, Payments & Refunds.
(a) Customer’s use of the Service will result in fees as set forth on buddypunch.com. The Service fees and charges may be changed by Buddy Punch LLC from time to time by sending Customer notification, in electronic, paper or any other form, or by posting an updated fee schedule on buddypunch.com thirty (30) days prior to changes. Customer agrees that buddypunch.com will charge said fees and charges directly to Customer’s credit card. Customer will be notified of any credit card billing failure via electronic mail, invoice, or any other means available to Buddy Punch LLC, and agrees to pay on all amounts due within thirty (30) days of receipt of such notice that have not been disputed specifically in writing. Customer will be liable for attorneys’ and collection fees arising from Buddy Punch LLC’s efforts to collect unpaid balances.
(b) The Service is billed in advance on a monthly or annual basis, depending on the pricing option selected, and is non-refundable. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. Annual plans cannot be downgraded until the annual term has expired.
(c) All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
(d) You must provide current, complete and accurate payment information. You must promptly update all payment information to keep Customer’s account current, complete and accurate (such as a change in billing address, card number or expiration date), and you must promptly notify Buddy Punch LLC if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password). Changes to such information can be made inside your account dashboard under “Settings –> Billing”. If you fail to provide Buddy Punch LLC any of the foregoing information, you agree that you are responsible for fees accrued on your account. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card(s) as may be provided by your card issuer or other means.
- Limitations on Use of Service and Service Software.
(a) As used herein, “Software” refers to any software incorporated into the Service. Customer will not, and will not permit, assist, or allow others to, reverse engineer, decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt to discover or recreate the Software or its source code. Customer will not modify or attempt to modify the Software or sublicense or charge others to use or access the Software or the Service. Customer will not use the Software or the Service in any way not expressly authorized by this Agreement. Customer shall have no right, title or interest in and to the Software which rights of ownership will always be held by Buddy Punch LLC.
(b) Customer acknowledges that the Services is not intended for permanent storage and agrees not to use the Service for archiving or back-up purposes. Customer will not store “mission critical” data on the Service, including without limitation data pertaining to power generation, military or national security, or any function to sustain or rescue the health or well-being of any person.
(c) From time to time, Buddy Punch LLC may add new features to the Service that are described as “beta” (“Beta Features”). Customer acknowledges that Beta Features may be untested, non-functional, and/or partly functional features of the Service. If Customer elects to use a Beta Feature, it does so at its own risk. Notwithstanding the provisions of the first sentence of Section 5(a), Buddy Punch LLC does not warrant that the Beta Features will be provided with due care. Customer will back-up all data it adds to the Beta Features and will not rely upon the functionality of the Beta Features for any purpose whatsoever. Except as specifically provided in this Section 3(c), the Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta Features.
(d) Customer may not use the Service (i) in violation of this Agreement; (ii) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; (iii) to violate any law, statute, ordinance or regulation; (iv) to store or post defamatory, inflammatory, trade libelous, threatening, or harassing data; (v) to store or post obscene, pornographic or indecent content or data; or (vi) to introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, other malicious or harmful code. Customer may not use the Service in any application that may involve risks of death, personal injury, property damage or environmental damage. Customer may not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Service. Customer may access the Service only through the interfaces and protocols provided or authorized by Buddy Punch LLC. Customer may not compile or use the Buddy Punch LLC provided materials or any other information obtained through the Service or the buddypunch.com website for the purpose of unsolicited direct marketing, spamming, unsolicited contacting of customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.
- Security, Privacy, and Access.
(a) Each party will promptly notify the other of any unauthorized access to or use of Customer Data or passwords. The parties will use reasonable efforts to take remedial measures to address any such unauthorized access.
(1) Pursuant to the terms of Section 5 below, Buddy Punch LLC will not be liable for any damages (direct, incidental or consequential of any kind) incurred by Customer arising out of or related to use of the Service, including without limitation in connection with any unauthorized access to or disclosure of Customer Data, resulting from the actions of Customer, any third party, or from the failure of electronic or other security measures.
(2) Customer acknowledges and agrees that notwithstanding the foregoing provisions of this Section 4(a), Buddy Punch LLC may transfer Customer Data to any successor in interest of Buddy Punch LLC under this Agreement.
(b) Buddy Punch LLC has no obligation to monitor the Service. Buddy Punch LLC has the right to monitor the Service and to disclose any information arising out of it, including without limitation Customer Data, as necessary to satisfy any law, regulation, or demand of government or of internal auditors or to protect Buddy Punch LLC or its customers. Buddy Punch LLC may remove or refuse to post any materials that it finds, at its sole discretion, to be offensive, undesirable, in violation of this Agreement, or otherwise unacceptable. However, Buddy Punch LLC has no obligation to remove any such materials.
(c) Customer will not use the Service to transmit or store any data that may be considered obscene or pornographic, that contains defamatory material, or that violates federal, state, or local law.
(d) Customer will not disclose any account passwords to any third party not authorized to use the Service.
- General Representations and Warranties
(a) Each party hereto represents and warrants that (i) it has the full right, power and authority (including corporate right, power and authority, as applicable) to enter into this Agreement, (ii) the acceptance of this Agreement and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (iii) when accepted this Agreement will constitute the legal, valid and binding obligation of such party, in accordance with its terms.
(b) In connection with the subject matter of this Agreement, Customer agrees to comply with all applicable federal and state laws and regulations.
(c) Customer represents, warrants and covenants: (i) that Customer is solely responsible for its Customer Data, including without limitation, the security of such Customer Data; (ii) that Customer has the necessary rights and licenses, consents, permissions, waivers and releases to use its Customer Data.
(d) Customer represents and warrants that: (i) the information Customer provides in connection with registering for the Service is accurate, complete and in compliance with the requirements hereunder; (ii) if Customer is registering for the Service as an individual, that Customer is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement; and (iii) if registering for the Service as an entity or organization, (1) such entity or organization is duly authorized to do business in the country or countries where it operates, (2) the individual accepting this Agreement and completing the registration for the Service on behalf of the Customer meets the requirements of clause (d)(ii) above and is an authorized representative of such entity or organization , and (3) the employees, officers, representatives and other agents of such entity or organization accessing the Service are duly authorized to access the Service and to legally bind such entity or organization to this Agreement.
- No Warranty; Limitation of Liability.
(a) BUDDY PUNCH LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE SERVICE AND PERFORMANCE THEREOF, AND WITH RESPECT TO THE SERVICE AND BUDDY PUNCH LLC’S PERFORMANCE UNDER THIS AGREEMENT, SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUDDY PUNCH LLC DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE.
(b) With respect to Defense Contract Audit Agency (DCAA) compliance issues, due to the evolving nature of federal regulations, Buddy Punch LLC cannot make, and DOES NOT MAKE, any warranty, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, that the Service will be DCAA compliant and Customer is encouraged to seek advice and proper counsel from persons specializing in DCAA audit and compliance matters to insure Customer compliance with DCAA requirements.
(c) Furthermore, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION BUDDYPUNCH’S NEGLIGENCE, WILL BUDDY PUNCH LLC BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER INDIRECT, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO THE USE OR INABILITY TO USE THE SERVICE.
(d) IN NO EVENT WILL BUDDY PUNCH LLC’S TOTAL LIABILITY FOR ANY DAMAGES, LOSSES, CAUSES OF ACTION, AND RELATED ATTORNEY FEES, WHETHER ARISING IN CONTRACT, TORT, OR EQUITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, EITHER JOINTLY OR SEVERALLY, EXCEED THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER TO BUDDY PUNCH LLC IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE.
(e) Buddy Punch LLC is not liable for the accuracy, truthfulness, or validity of any data entered by Customer or provided through the Service. Buddy Punch LLC is not liable for the loss of any Customer Data.
(f) Customer’s sole and exclusive remedy, if it is dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of Buddy Punch LLC is to discontinue using the Service.
Customer will indemnify and hold harmless Buddy Punch LLC and its affiliates, employees, officers, directors, agents, licensors, successors and assigns from all damages and liability, including without limitation reasonable attorneys’ fees, incurred as a result of:
(a) Customer’s violation of its obligations under this Agreement,
(b) the negligent or willful acts of Customer, or
(c) the violation by Customer of Buddy Punch LLC’s or any third party’s rights, including without limitation privacy rights, other property rights, trade secret, proprietary information, trademark, copyright, or patent rights, and claims for libel, slander, or unfair trade practices in connection with the use or operation of the Service. Customer’s obligation to indemnify will survive the expiration or termination of this Agreement by either party for any reason.
- Termination and Cessation of Service.
(a) Either party may terminate this agreement at any time. The following obligations will survive the termination of the Agreement for any reason: (i) indemnification obligations set forth in Section 7 above; (ii) obligations to make payments of amounts that become due under this Agreement before termination; and (iii) any other provision hereof where the context of such provision indicates an intent that it will survive the term or termination of this Agreement.
(b) Buddy Punch LLC may deny or may temporarily suspend Customer access to all or part of the Service without notice if Buddy Punch LLC believes, in its sole discretion, that Customer may have violated any of the terms of this Agreement.
(c) Upon termination of this Agreement, Buddy Punch LLC will store and retain Customer Data for any period that may be necessary under the terms of this Agreement and may, in its discretion, store and retain such data for any longer period as may be allowed by applicable law. While such data is stored post-termination of this Agreement, Buddy Punch LLC will not willingly disclose the data to any third-party unless authorized by Customer, or as may be permitted by this Agreement.
- Interruption of Service.
(a) BUDDY PUNCH LLC WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO INTERRUPTION OF, OR DEFECTS IN TRANSMISSION OF, THE SERVICE, including without limitation interruptions or defects due to inability to access the Internet or any part thereof, equipment modifications, upgrades, relocations, or repairs. No reduction of payments will be made in the case of temporary interruption of or defects in transmission of the Service.
(b) Buddy Punch LLC will not be liable for interruption of or delays in transmission of the Service caused by acts of God, fire, water, riots, acts of Government, acts or omissions of Internet backbone providers, or any other causes beyond Buddy Punch LLC’s control.
- Customer Data.
All Customer Data, other than Authorized User Data, however created, are the sole and absolute property of the Customer. Notwithstanding any other provision of this Agreement, the Customer grants to Buddy Punch and its subsidiaries and other affiliates a non-exclusive, irrevocable and perpetual license to use, reproduce and otherwise exploit and search the Customer Data:
(a) for the purposes of providing the Subscription Services and the Additional Services to the Customer and for any purposes which Buddy Punch considers are ancillary to its provision of the Subscription Services or Additional Services or are otherwise necessary for the proper operation of the Buddy Punch Application;
(c) for the purposes of contacting Authorized Users in relation to and providing to Authorized Users the Services and/or any service offering outside of the Buddy Punch Application subject always to clauses 11.2(b), 11.5(b) and 11.6(c) of this Agreement;
(d) to determine whether any Customer Data or use of the Buddy Punch Application by Customer or its Authorized Users is illegal or violates this Agreement; and/or
(e) to generate statistical or other information used by Buddy Punch (or its subsidiaries or affiliates) or provided to third parties directly or indirectly through incorporation in a database, marketing list, report or otherwise; however any use of the Customer Data under this subsection will be in an aggregate or statistical composite form and combined with other similar information, and will not specifically identify Customer or any of its employees or clients. This authorized use, and the right to keep backup copies of Customer Data, continues after the termination or expiration of this Agreement.
- Data Protection.
11.1 Personal Data
11.2 Use of Personal Data
The parties acknowledge that:
(a) except as set out in clause 11.2(b), Buddy Punch shall act as a Data Processor in respect of its processing of any Personal Data of Authorized Users provided to Buddy Punch for the purpose of Buddy Punch providing the Services; and
(b) notwithstanding clause 10, Buddy Punch may act as a Data Controller in connection with the processing of Personal Data of Authorized Users to:
(i) comply with its own obligations under applicable law and regulations and to establish, exercise or defend legal claims;
(ii) contact Authorized Users in relation to and provide to Authorized Users the Services and/or any service offering outside of the Buddy Punch Application;
(iii) improve the Buddy Punch Application for all Authorized Users; and/or
(iv) process such Personal Data in any other context which requires Buddy Punch to determine the purposes and means of such processing.
11.3 Buddy Punch’s obligations as Data Processor
The parties acknowledge that Buddy Punch will be a Data Processor when it processes Personal Data pursuant to clause 11.2(a) and accordingly Buddy Punch shall, in respect of such processing:
(a) process the Personal Data only on the documented instructions of the Customer (including the terms of this Agreement);
(b) use Personal Data only for the purpose of providing the Services;
(c) implement appropriate technical and organizational measures to protect the security of Personal Data processed by Buddy Punch in performance of the Services, and to protect Personal Data against unauthorized or unlawful processing, accidental or unlawful destruction and damage or accidental loss, alteration, unauthorized disclosure, or access;
(d) take reasonable steps to ensure that it has appropriate policies and processes in place in relation to employees or agents which have access to Personal Data disclosed to Buddy Punch by the Customer under this Agreement, and ensure that such employees or agents are appointed as persons in charge of the processing and are under confidentiality obligations;
(e) notify the Customer without undue delay by written notice with all relevant details reasonably available of any Security Incident;
(f) on termination of this Agreement, return to the Customer or, at the Customer’s option, put beyond use, any Personal Data provided to Buddy Punch by the Customer under this Agreement subject to any requirement on Buddy Punch to retain any Personal Data to comply with applicable laws or any actual or possible legal claims and save to the extent that Buddy Punch proceeds or continues to act as a Data Controller in relation to the processing of Personal Data pursuant to clause 11.2(b));
(g) make available to the Customer and any Supervisory Authority all necessary information regarding Buddy Punch’s data processing activities unless providing this information would be in breach of the Data Protection Legislation;
(h) on the Customer’s written request for an audit of such processing, Buddy Punch shall elect to either:
I. co-operate with and make available to the Customer and any Supervisory Authority all necessary information regarding Buddy Punch’s data processing activities and allow the Customer on at least 30 days’ notice to audit Buddy Punch’s compliance with the obligations set out in this clause 11.3 by requesting information about and inspecting the premises, facilities and equipment used by Buddy Punch to process Personal Data of Authorized Users, during normal business hours, and provided such access does not cause any interruption to Buddy Punch’s day-to-day business activities; or
II. audit the technical and organizational measures described in clause 11.3(c) as soon as reasonably practicable. This audit: (a) will be performed by third party security professionals (qualified auditor) at Buddy Punch’s selection; (b) will result in the generation of an audit report (“Buddy Punch Audit Report”), which will be the confidential information of Buddy Punch or its sub-processor(s); and (c) may be performed for other purposes in addition to satisfying this clause. Buddy Punch will provide the Customer with a confidential copy of the Buddy Punch Audit Report so that the Customer can reasonably verify Buddy Punch’s compliance with its obligations under this clause 11.3(h) within 14 days of completion of the Buddy Punch Audit Report by the selected qualified auditor. Buddy Punch will charge the Customer any reasonable costs it incurs in complying with a request made by the Customer under this clause 11.3(h);
(i) provide reasonable assistance to the Customer (at the Customer’s expense) with undertaking an assessment of the impact of processing the Personal Data, and with any consultations with a data protection authority, if and to the extent an assessment or consultation is required to be carried out under the Data Protection Legislation; and
(j) to the extent that Buddy Punch engages any sub-processor, it shall remain fully liable to the Customer for the performance of any obligations carried out by the sub-processor on the Customer’s behalf and ensure that: (a) there is a written agreement in place with such sub-processor which contains terms and conditions which are substantially equivalent to the terms and conditions set out in this Agreement; (b) make available to the Customer the names and other details of the sub-processors, including before appointing a new sub-processor or changing an existing sub-processor; and (c) maintain a list of sub-processors which it shall make available to the Customer on request.
11.4 Restricted Transfers
The parties acknowledge that Buddy Punch will be a Data Processor of Personal Data pursuant to clause 11.2(a) and accordingly:
(a) the Customer, as transferor (and, for the purposes of populating the Standard Contractual Clauses, “data exporter”), and Buddy Punch on behalf of itself and each sub-processor that it engages as transferee (and for the purposes of populating the
(b) the Standard Contractual Clauses shall come into effect on the later of:
(i) the data exporter becoming a party to them;
(ii) the data importer becoming a party to them; or
(iii) commencement of a Restricted Transfer; and
(c) Buddy Punch warrants and represents that, before the commencement of any Restricted Transfer to a sub-processor, Buddy Punch’s entry in the Standard Contractual Clauses under clause 11.4(a) as agent for and on behalf of that sub-processor will have been duly and effectively authorized (or subsequently ratified) by that sub-processor.
11.5 Buddy Punch’s obligations as Data Controller
The parties acknowledge that Buddy Punch will be a Data Controller when it processes Personal Data pursuant to clause 11.2(b) and accordingly Buddy Punch shall, in respect of such processing:
(a) comply with all of its legal obligations under the Data Protection Legislation which arise in connection with its processing of such Personal Data, including in relation to providing fair processing information to the Authorized Users;
(b) process such Personal Data only for purposes compatible with providing the Services to the Customer (save to the extent that Buddy Punch has (i) provided fair processing information to Authorized Users in relation to another purpose; and (ii) legitimized its processing of Personal Data for another purpose either by obtaining consent from the relevant Authorized User or using an alternative method of legitimize such processing in accordance with Data Protection Legislation); and
(c) not do or permit to be done anything within its knowledge or control which may cause or otherwise result in the Customer being in breach of the Data Protection Legislation.
11.6 Customer’s obligations
Notwithstanding clause 3 and 4, the Customer shall:
(a) comply at all times with the Data Protection Legislation, including (but not limited to) when the Customer discloses Personal Data to Buddy Punch under this Agreement and provide Buddy Punch with such cooperation, assistance and information as Buddy Punch may reasonably request to comply with its obligations under the Data Protection Legislation;
(b) ensure that any instructions it issues to Buddy Punch comply with the Data Protection Legislation;
(c) without prejudice to the generality of clause 11.6(a) above, provide all necessary fair processing information to relevant Authorized Users, and take all other appropriate steps, to ensure the provision of Personal Data to Buddy Punch (including for the disclosure of Personal Data outside of the EEA) complies with the Data Protection Legislation and to enable Buddy Punch lawfully to process such Personal Data for the purpose of providing the Services (but not, for the avoidance of doubt, to enable Buddy Punch to process Personal Data of Authorized Users for the purposes of providing and contacting such Authorized Users in relation to any service offering outside of the Buddy Punch Application) without any further consent, approval or authorization, and, on Buddy Punch’s request from time to time, the Customer shall consult, and comply with, any reasonable
requests of Buddy Punch’s in relation to the same;
(d) if requested by Buddy Punch, promptly provide evidence that the Customer has provided all necessary notices to and obtained all necessary consents from or otherwise legitimized the processing of Personal Data by Buddy Punch for the purpose of providing the Services;
(e) ensure that any Personal Data provided to Buddy Punch is limited to what is necessary in order for Buddy Punch to provide the Services and such Personal Data is accurate and up-to-date to the best of the Customer’s knowledge at the time that it is provided to Buddy Punch;
(f) use all reasonable endeavors to promptly notify Buddy Punch upon becoming aware that Personal Data has become inaccurate or out of date; and
(g) not do or permit to be done anything within its knowledge or control which may cause or otherwise result in Buddy Punch being in breach of the Data Protection Legislation.
11.7 Obligations of the parties
Each party shall:
(a) deal promptly and in good faith with all reasonable and relevant inquiries from the other party relating to its processing of Personal Data under this Agreement; and
(b) if it receives any complaint, notice, request, or communication from a regulator (including any Supervisory Authority), an Authorized User or third party which relates to the other party’s processing of Personal Data under this Agreement or a potential
failure to comply with the Data Protection Legislation, without undue delay forward such complaint, notice, request, or communication to the other party and provide the other party with reasonable cooperation and assistance in relation to the same.
(a) This Agreement constitutes the entire Agreement between Buddy Punch LLC and Customer regarding the subject matter hereof and expressly supersedes any prior or contemporaneous written or oral agreements between the parties regarding the subject matter hereof, including without limitation any offer, purchase order, or other similar instrument in writing. This Agreement may not be amended, altered, or changed except by a written agreement signed by the duly authorized representatives of both parties.
(b) In the event that any provision of this Agreement is held to be unenforceable, such provision will be construed as nearly as possible to reflect it original intent and the remainder of this Agreement will remain in full force and effect.
(c) Customer’s rights in this Agreement are personal and are not assignable. Buddy Punch LLC may assign its rights and obligations under this Agreement to third parties.
(d) Buddy Punch LLC is controlled, operated and administered by Buddy Punch LLC primarily from its offices within the USA. Buddy Punch LLC makes no representation that materials at buddypunch.com are appropriate or available for use at other locations outside of USA and access to them from territories where their contents are illegal is prohibited. Customer may not use buddypunch.com or export the Materials in violation of USA export laws and regulations. If Customer accesses buddypunch.com from locations outside of USA, Customer is responsible for compliance with all local laws.
(e) These Terms and Conditions of use shall be governed by the laws of the state of Wisconsin, USA.
(f) If for any reason an arbitration panel or a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effectuate the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
(g) The parties agree that any claim, controversy, or dispute arising out of or relating to this Agreement will be settled by binding arbitration in Brown County, Wisconsin, USA, before a panel of three arbitrators, with Buddy Punch LLC selecting one arbitrator, the Customer selecting one arbitrator, and the two chosen arbitrators each agreeing to select a third arbitrator. The terms and conditions of the arbitration shall be as agreed to by the parties and arbitrators, and if they cannot so agree, then the rules of the American Arbitration Association then existing shall apply; however, the cost of the arbitrator’s fees shall be equally borne by the parties. Any decision rendered by the arbitration panel can be entered by any party as a judgment on the arbitration award in the state and federal courts of Brown County, Wisconsin, and Customer agrees to submit to the subject matter and personal jurisdiction of such courts. The arbitration panel and the court entering any judgment on an arbitration award may award the prevailing party its reasonable attorney’s and expert witness fees. The decision of the arbitrators will be binding; provided, however, that Buddy Punch LLC may bring an action in a court of competent jurisdiction for injunctive or other equitable or extraordinary relief as may be necessary to enforce the terms of this Agreement before arbitration may occur.
(h) The remedies provided in this Agreement and at law or in equity are cumulative and not exclusive. The failure by either party to exercise any right or remedy under this Agreement or otherwise available at law or in equity will not be deemed a waiver of any subsequent right or remedy.
(i) No person or entity who is not a party to this Agreement will derive any rights whatsoever hereunder as a third party beneficiary of this Agreement.
(j) As an added benefit of the services provided by Customer, Buddy Punch LLC may provide Customer with a monthly e-newsletter at no charge. Customer may elect not to receive such e-newsletter.
(k) Customer acknowledges that Buddy Punch LLC is not a payroll system and Customer agrees to take full responsibility to validate the accuracy of data produced by the Service when used by Customer for its own payroll or billing purposes. Customer accepts sole responsibility for ensuring compliance with State and Federal labor laws and reporting and holds Buddy Punch LLC harmless and indemnifies Buddy Punch LLC from any and all payroll, tax and labor compliance liabilities. Certain features of the Service, including multiplying hours tracked by a monetary figure supplied by Customer, are provided for convenience and Customer’s reference only and do not and will not reflect the actual calculation of any payment payable by Customer to any person or entity and can never be relied on as such and are not warranted or guaranteed by Buddy Punch LLC to be a payroll calculation or any other payment calculation.
The parties acknowledge that they have read the terms and conditions of this Agreement and hereby agree to be bound thereby. This Agreement will become effective upon Customer’s acceptance by electronic acknowledgment on buddypunch.com.