MASTER SOFTWARE AS A SERVICE AGREEMENT
This agreement, known as the "Software as a Service Agreement," outlines the terms and conditions between you (the "Client," "you," "your") and TIME TRACKING PAYROLL INC, a company incorporated in the state of Illinois in the United States of America (the "Provider," "we," "our"). It pertains to the online Web application (the "WebApp") provided to you by the service Provider. All use of the online and offline features, access, upload and download of information by means of the Platform is subject to your acceptance of this Agreement. If you do not agree with any of the terms of this Agreement, you may not access or use the WebApp or access the Platform.
By [pressing "I accept," "I agree," or marking the box stating you have read and have full knowledge of the terms determined herein], you consent and state that you accept and agree with the terms of this Agreement. Once you have done so, you are bound by this Agreement. If you represent an entity or a company, you state that you have sufficient authority to accept this Agreement on behalf of such entity or company. We strongly recommend that all Clients read this Agreement carefully. To ensure your complete understanding of the terms and conditions of this Agreement, the following definitions apply to the entire Agreement:
• PROVIDER: TIME TRACKING PAYROLL INC, incorporated under the laws of the state of Illinois, which runs and makes available the Webapp online for the management and administration of childcare-related services.
• CLIENT: the individual or entity that operates and provides childcare services. It is assumed that the Client is authorized and has all required licenses to operate and provide such services in the State or States where it or they operate.
• WEBAPP: the online application that allows access to the services and permits the management and administration of childcare services, managed by the Provider.
• WEBSITE: the webpage located at https://www.10childcareapp.com/ and related URLs and subdomains.
• PLATFORM: the interface for the Master User and all their created Accounts, which grants access to role-specific parts of the Webapp.
• SUBSCRIPTION FEES: the fees charged by the Provider to the Client for compensation of the use and access to the Services, subject to a plan opted previously by the Client.
• SUBSCRIPTION PLAN: one of the available plans promoted on the Provider's Website. The Client may opt for the Subscription Plan that best fits their childcare services.
• TRIAL ACCOUNT: an account used to try and access the Webapp through the platform, which is not charged for a period of thirty (30) days.
• ACCOUNT: the user account, which is not a Master User account, and is allowed to access specific parts of the Webapp or upload or read reports and other relevant information of the daycare.
• MASTER USER: the designated person of the Client who will act as the main administrator, able to create all available types of information on the Webapp. Through the MASTER USER account, they may also create other accounts and register users, such as the children of the childcare-related services, their parents, staff, teachers, and assistants. Other options are available subject to the chosen subscription plan.
• TEACHER: the person in charge of a classroom or other kind of learning or care environment who can file reports and may communicate through the messaging system with Parents when required.
• PARENTS: may be the mother or the father -or both- or, in some cases, the guardians of a child who may access the Webapp to seek relevant information about the childcare services and activities.
• CHILDREN: the minors who attend the Client's childcare establishment and may be registered on the Webapp by the Client, subject to the previous authorization of their Parents.
• USERS: any of the account holders, regardless of their role.
2. SERVICES AND USE
2.1 Services. The Provider shall make reasonable commercial and technological efforts to provide both trial and subscribing Clients with a Webapp accessible through the Platform on the Provider's Website for the administration of institutions providing childcare services, as defined in Section 1 of this Agreement. Subject to this Agreement and availability, the Services provided by the Webapp may include an internal messaging system, registration and scheduling of activities and reports, displaying specific information such as meals or relevant projects, all accessible through the Account (the "Services").
2.2 Use of the Services. Subject to any applicable trial period, plan terms, and timely and accurate payment of applicable subscription fees by the Client, the Provider grants the Client a non-exclusive, non-assignable, limited right worldwide to access and use the Services solely for business operations related to childcare services. Any breach of any section, term or condition of this Agreement by the Client may result in the suspension of the Services.
3. ACCOUNTS
Access to the Webapp and the services provided requires an account. There are different types of accounts available:
3.1 Master Account. When registering for a Trial account or subscribing to a plan, the Client must create an Administrator User Account with a unique Login and Password. From this account, the Client can grant access to other users, such as Parents, Teachers, and Staff, depending on the chosen subscription plan and account status. The Client is solely responsible for always protecting the Administrator User account and the confidentiality of the password. In case of a suspected breach, the Client must immediately change the password and notify any affected parties, such as the Parents. The Provider is not liable for any unauthorized access to a Master User account due to misuse, carelessness, or negligence by the Client. The Provider strongly recommends accessing the Master User account only from a secure device to prevent unauthorized access, hacking, cracking, or other wrongful use. The Provider, its affiliates, and partner companies will never request or inquire about the Login or Password from a Client through any communication means.
3.2 Regular Accounts. The Client is solely responsible for creating additional accounts, subject to availability and the chosen subscription plan. Creating a new account implies the acceptance of the terms of this Agreement by the holder of the account, unless a specific set of terms is made available on the Provider’s Website. The Client must also advise the holders of such accounts to take reasonable measures to protect their passwords and prevent any breach or unauthorized use of the account.
3.3 Trial Accounts. Trial accounts are available for a 30-day period and may have limited functionality. The Provider does not guarantee or warrant the functionality of Trial accounts, and they are provided on an "as is" basis.
3.4 Parent Account and Access. Parents are granted access to specific information about their child or children through the Webapp, as authorized by the Client using the Master User account. The Client is solely responsible and liable for authorizing Parents to use and access the Webapp for their childcare services and for obtaining their consent for storing and registering their child or children on the Webapp.
4. ACCESS
In order to access the Services, the Client and Users must adhere to the following terms: 4.1 Misrepresentation. Users are strictly prohibited from attempting to misrepresent themselves or any other individual or entity, including the Provider, or to aid others in doing so. 4.2 Fair Use. Users must ensure that all messages sent through the App clearly identify the sender and refrain from engaging in any form of harassment, violence, or discrimination. The Provider is not liable for any messages exchanged between Users and does not have control over them. 4.3 Prohibitions. Users are also prohibited from: (a) misusing or abusing the Services; (b) attempting to undermine, circumvent, or breach the security or integrity of the Webapp or its systems or algorithms, or aiding others in doing so; (c) creating unauthorized copies or clones of the Website or Webapp; (d) attempting to access or view parts of the Services for which they are not authorized; or (e) breaching any third-party rights.
5.SUBSCRIPTION FEES AND TAXES
The Provider requires the Client to pay a Subscription Fee for the selected plan, with a subscription period of one month. The Client can choose from the available payment methods on the Website or Webapp, which may vary from time to time. The first payment is due on the effective date of this Agreement, or upon expiration of a Trial Account. Subsequent payments are charged on the first day of each new subscription period. The Client consents to automatic monthly payments, unless they choose to discontinue their subscription, which they can do at any time. Refunds are not provided after a payment is processed. If a payment is rejected, the Provider may suspend the associated account and restrict access to the platform until the payment is resolved. The Client is solely responsible for any applicable taxes, unless otherwise required by law.
6.TERM, DEFAULT AND TERMINATION
6.1 Term: This Agreement shall commence on the date of registration by the Client, upon submission of their data through the form and selection of a payment method, as described in Section 5 above. The subscription period shall be monthly/yearly, unless cancelled by the Client, in which case it shall be renewed automatically each month/year.
6.2 Default: If the Client fails to make a scheduled payment or if the payment method is rejected, resulting in an incomplete or unsuccessful payment, the Client will be in default. As a consequence, the associated Master User Account and all its related accounts will be suspended. If the Client remains in default for a continuous period of ninety (90) days or more, the Provider reserves the right to permanently close the account. However, the information and data uploaded to the Webapp will remain accessible for the Client if they renew their subscription. If no renewal occurs, the Provider is authorized to permanently erase the account and all its information. In such an event, the Client may open a new Master User account and subscribe to a new plan.
6.3 Termination: The Provider may terminate this Agreement at any time if there is a suspected breach of this Agreement by the Client or if the account has been permanently closed as described in Subsection 6.2. The Client may terminate this Agreement at any time during the term of this Agreement.
7. HANDLING OF PERSONAL AND PRIVATE INFORMATION For a comprehensive understanding of how Provider manages personal, sensitive, and private information, including data related to Children, please refer to our Privacy and Cookie Policy.
8. AVAILABILITY OF SERVICES Provider shall make reasonable technical and commercial efforts to ensure the availability of the services, subject to the terms set out in the Service Level Agreement provided at the end of this SaaS Agreement.
9. INTELLECTUAL PROPERTY Provider retains full ownership or license of the intellectual property and copyrighted material of the Website and Webapp, including but not limited to images, audio, video, trademarks, and textual content. The grant of Services usage to Client does not constitute any transfer of rights or licenses for any other purposes than those outlined in this Agreement. Notwithstanding the above, the Client remains the owner or licensee of all data and information entered into the Webapp using the platform.
10. NO WARRANTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBAPP, PLATFORM, DOCUMENTATION, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, SUITABILITY, TRADE USAGE OR PRACTICE, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHERMORE, PROVIDER DOES NOT WARRANT THAT THE WEBAPP, PLATFORM, DOCUMENTATION, AND SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. IN CASE ANY JURISDICTION DOES NOT ALLOW ANY OF THESE DISCLAIMERS OR LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY The Provider shall not be liable for any direct, special, incidental, indirect, or consequential damages resulting from the use or inability to use this Website, the Webapp, or the performance of the Services available on the Website, or the conduct of other Website Users, whether online or offline, or any content therein, even if the Provider has been advised of the possibility of such damages. The Client assumes total responsibility for their use of the Website, and their only remedy against the Provider for use of the Website or any content is to stop using the Website. The cumulative liability of the Provider arising out of or in any way connected to this Agreement shall not exceed one hundred U.S. dollars ($100). However, applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to the Client in its entirety. This limitation of liability shall be enforced to the maximum extent permitted under applicable law.
12. GOVERNING LAW This Agreement is governed by the laws, acts, and regulations of the United States of America. The courts of the State of Illinois shall have jurisdiction and venue to interpret and make determinations related to this Agreement.
13. INDEMNIFICATION The Client agrees to indemnify and hold the Provider harmless against any claims, losses, or damages resulting from the Client's wrongful use of the Webapp, Platform, available documentation, and Services, or from the use of the Webapp or registration of Children without the explicit consent of their Parents or Guardians. This includes any legal disputes arising from the use of the Webapp or the actions of Users related to or created by the Master User. The Provider waives all liability for unauthorized use of the Webapp or registration of Children without explicit consent from their Parents or Guardians.
14. SEVERABILITY If any provision of this Agreement is held invalid or unenforceable, the other provisions of this Agreement will remain in force and enforceable for all purposes that may assist the parties.
15. NO WAIVER Any delay or failure by either party to execute or exercise any right or claim related to the terms of this Agreement shall not be interpreted as a waiver of that right.
16. ASSIGNMENT The Parties agree that the Client may not assign any of its rights or obligations under this agreement to any third party without the express written consent of the Provider. The Provider may assign this Agreement at any time, provided that the conditions and terms of this Agreement survive such assignment and are kept identical or improved by the assignee. Additionally, any fees agreed upon in this Agreement must remain unchanged for a period of no less than six (6) months.
17. REMEDIES All rights and remedies of Provider under this Agreement are cumulative. Client acknowledges that the Services, Webapp, and/or Website may contain valuable trade secrets and proprietary information of Company, and any breach of this agreement regarding intellectual property and/or copyright may cause immediate and irreparable harm to Provider, its affiliates, licensors, partners, shareholders, and agents. Monetary damages may not be sufficient to remedy such harm. In such cases, Provider shall be entitled to seek injunctive relief without any other requirements. In any legal action related to this agreement, the prevailing party may seek reasonable attorney fees, legal costs, and other expenses, in addition to any other relief which Provider may seek.
18. FORCE MAJEURE Neither party shall be considered in breach of this SaaS Agreement for any delay in the performance of its duties or obligations, except for payment of a Subscription fee, caused by events beyond its control, such as shortage of materials, fire, earthquake, flood, or any other force majeure event. The affected party shall use reasonable efforts to notify the other party of the cause of the delay and to resume performance as soon as possible.
19. REVISIONS TO THIS AGREEMENT: Provider reserves the right to revise the terms of this Agreement and may update this section of the Website and this Agreement. A notice shall be given to Client prior to any such change being made to their registered email address. If Client does not accept the amendments, revisions or changes to this Agreement, the sole remedy shall be the cancellation of any active subscription plan. The continued use, access, and later payment of the services shall be deemed as acceptance of the announced amendments, revisions, or changes to this Agreement.
20. ENTIRE AGREEMENT: This Agreement shall be construed as the final and entire agreement between the parties respecting the subject matters determined herein and supersedes all prior discussions, whether written or oral, respecting the terms and conditions set in this Agreement. No modification or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless agreed and accepted by both parties.
SERVICE LEVEL AGREEMENT
All the definitions and terms and conditions of the Software as a Service Agreement (the "SaaS Agreement") apply equally to this Service Level Agreement (the "SLA").
A. UPTIME AND MAINTENANCE: Provider shall make reasonable technical and commercial efforts to keep the Website and Webapp online and available for use and access to the Services for 95% of a specific month, not considering maintenance hours, which are programmed to occur during non-regular or usual Childcare service hours. They are normally done in 2 hours. In case of scheduled maintenance of the Webapp, a notice shall be sent to Client at least three days in advance. The aforementioned may not apply in Force Majeure events or in case of malicious attacks on the Webapp, the Website, and/or the Servers or databases where they are hosted.
B. PROVIDING CUSTOMER SUPPORT. The provider is obliged to address any issues or complaints related to the Webapp, Website, or Platform within three (3) business days. Customers can reach out to the provider through email or contact forms, which are available 24/7.
