Terms of Service

Effective Date: 2026-05-11 Last Updated: 2026-05-11

This Terms of Service (this Agreement) is entered into as of the Effective Date above, by and between FABWISE, LLC, a Georgia limited liability company with a mailing address of 990 Peachtree Industrial Blvd Unit #1233, Suwanee, GA 30024 (Provider), and the entity identified as Customer in the applicable Order Form that references and incorporates this Agreement (Customer).

By clicking I Agree, Accept, or similar button, signing an Order Form, or accessing/using the Service, you agree to be bound by this Agreement. If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

Recitals

WHEREAS, Provider has developed and owns certain software applications and related services (the Services) delivered on a software-as-a-service basis;

WHEREAS, Customer desires to access and use the Services subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

Service means our cloud-based timeclock software platform, including web/app access for time/attendance tracking, reporting, payroll exports, geofencing (if enabled), and related features, as described in the Documentation and your Order Form.

Order Form means any online signup, quote, or written order specifying subscription plan, pricing, term, number of users/employees, and features.

Documentation means our user guides, help articles, and policies.

Customer Data means data you or your Authorized Users submit/upload (primarily employee personal data like names, time entries, locations).

Authorized Users means your employees/contractors granted access under your account.

2. Access and Use Rights

2.1 Subject to payment of Fees and compliance with this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the Service solely for its internal business purposes (workforce time/attendance management).

2.2 Customer may allow Authorized Users access, but Customer remains responsible for their compliance. Customer must not exceed user/employee limits in its Order Form (extra usage may trigger additional Fees).

2.3 Provider may update the Service provided material functionality is not degraded.

2.4 Territorial Restriction: The Service is intended solely for use within the United States of America. Customer shall not, and shall not permit any Authorized Users to, access or use the Service from outside the United States. Provider makes no representation or warranty regarding the legality or suitability of the Service for use in any jurisdiction outside the United States. Any use outside the U.S. is strictly prohibited and may result in immediate termination of this Agreement.

3. Customer Responsibilities

3.1 Customer is the data controller of Customer Data (including employee personal data). Customer must:

3.2 Comply with all applicable laws (e.g., FLSA recordkeeping, wage/hour laws, privacy laws like CCPA).

3.3 Obtain all required consents/notices from employees (e.g., for tracking, location).

3.4 Ensure accurate data entry and lawful use.

3.5 Prohibited uses: No reverse engineering, scraping, illegal activities, or use that violates third-party rights.

3.6 Customer grants Provider a limited license to use Customer Data as needed to provide, maintain, improve the Service, comply with law, and create aggregated/anonymized analytics.

4. Fees and Payment

4.1 Customer agrees to pay all fees specified in the applicable Order Form or pricing page (Fees). Fees are typically billed on a per-employee/user/month basis or according to the selected subscription tier.

4.2 Payment Method & Processing: All payments are processed through Stripe. By providing a valid payment method (credit card, ACH, or other accepted method), Customer authorizes Provider (via Stripe) to charge the applicable Fees on a recurring basis.

4.3 Free Trial. New customers receive a 30-day free trial. No payment is collected at signup. At trial end, accounts without a payment method on file are disabled per the Privacy Policy retention schedule. Accounts with a payment method are charged on the first day after trial end at the then-current subscription rate.

4.4 Billing Cycle: Fees are billed in advance on a monthly or annual basis, depending on the plan selected in the Order Form.

4.5 Auto-Renewal: Subscriptions automatically renew at the end of each billing cycle unless Customer cancels in accordance with Section 9.

4.6 Taxes: Fees do not include any applicable sales, use, value-added, or other taxes. Customer is responsible for all such taxes. Stripe will collect and remit taxes where required.

4.7 Late Payments: If any payment is not received by the due date, Provider may charge a late fee of 1.5% per month (or the maximum allowed by law, whichever is lower). Provider may also suspend access to the Service after 10 days' written notice until all outstanding amounts are paid.

4.8 Price Changes: Provider may change the Fees with at least 30 days' advance notice. Price changes will take effect at the beginning of the next billing cycle. Continued use of the Service after the effective date constitutes acceptance of the new Fees.

4.9 No Refunds: All Fees are non-refundable except as expressly provided in this Agreement or required by applicable law. Downgrades or cancellations take effect at the end of the current billing period.

4.10 Payment Disputes: Any billing disputes must be submitted in writing within 60 days of the charge. Customer must still pay all undisputed amounts.

5. Service Availability

Provider will use commercially reasonable efforts to maintain Service availability but provides no service-level commitment. The Service is provided as is and as available as further described in Section 10.

6. Intellectual Property

6.1 Provider owns all rights to the Service, software, Documentation (including improvements).

6.2 Customer owns Customer Data. Provider claims no ownership.

6.3 Feedback provided by Customer may be used freely by Provider.

7. Confidentiality

7.1 Each party protects the other's Confidential Information with reasonable care (at least as its own). Exceptions: public domain, independently developed, or required by law.

8. Data Handling and Privacy

8.1 Provider acts as data processor/service provider. See our Privacy Policy and Data Processing Addendum (DPA), incorporated by reference.

8.2 Provider will implement and maintain commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data. However, no security measures are infallible, and Provider does not guarantee absolute security.

8.3 Provider will notify Customer without undue delay if it confirms a breach affecting Customer Data.

8.4 Upon termination, Provider will delete/return Customer Data per the DPA (subject to backups/legal holds).

9. Term and Termination

9.1 Term: Starts on acceptance/Order Form effective date; continues for the initial term and auto-renews unless 30 days' notice is given.

9.2 Termination: Either party may terminate for material breach (30 days to cure, except non-payment: 10 days). Immediate termination by Provider for fraud or abuse.

9.3 Post-termination: Access ends; outstanding Fees are due. Survival: payment, IP, confidentiality, liability limitations, and indemnification.

10. Warranties and Disclaimers

10.1 Mutual: Each party warrants it has authority to enter this Agreement.

10.2 Provider warrants: The Service will materially conform to the Documentation.

10.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED AS IS AND AS AVAILABLE. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT IT WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS (INCLUDING COMPLIANCE WITH LABOR OR WAGE LAWS).

11. Limitation of Liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 The limitations in this Section 11 do not apply to:

(i) Customer's payment obligations; (ii) either party's indemnification obligations; (iii) infringement of the other party's intellectual property rights; or (iv) gross negligence or willful misconduct.

12. Indemnification

12.1 Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

(i) Customer Data (including any violation of privacy or labor laws); (ii) Customer's or Authorized Users' use of the Service in violation of this Agreement or applicable law; or (iii) any breach of Customer's representations or obligations.

12.2 Provider shall indemnify, defend, and hold harmless Customer from third-party claims that the Service as provided infringes a U.S. patent, copyright, or trademark (subject to standard exceptions for Customer modifications, combinations, or continued use after notice).

12.3 The indemnified party shall promptly notify the indemnifying party in writing of any claim and provide reasonable cooperation. The indemnifying party shall have sole control of the defense and settlement, provided no settlement imposes liability on the indemnified party without consent.

13. Dispute Resolution

13.1 Governing Law: Georgia law without regard to conflicts of laws principles.

13.2 Venue: Exclusive in courts of Fulton County, Georgia.

13.3 Binding arbitration under AAA rules in Atlanta, GA (waiver of class actions and jury trial).

13.4 Prevailing party recovers reasonable attorneys' fees.

14. Miscellaneous

14.1 Entire Agreement: This Agreement + Order Form + Privacy Policy + DPA supersede prior agreements.

14.2 Assignment: Customer needs Provider's consent; Provider may assign to affiliate or successor.

14.3 Force Majeure.

14.4 Severability.

14.5 Notices: By email or certified mail.