Terms of Service

YOUR USE OF THE PROPRIETARY Timeguard ShIFTWATCH^® SERVICE OFFERED AT TimeguardSolutions.COM (THE “SERVICE”), IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) WITH GOLDSCHMITT AND ASSOCIATES LLC (Collectively “GOLDSCHMITT”, “WE”, “US”, and “OUR”). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

This Agreement governs your use of the Service however accessed, including via an internet browser, smartphone, tablet, or other internet connected device.

By signing up for the Service on behalf of a client of Goldschmitt, you confirm that (a) you are duly authorized to represent the legal entity under which the client operates and any affiliates of the client who will be using the Service under the client, (b) you accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occurs under your account.

Term and Termination

1.1 Term. The term is defined as a one-year period of time for which the Subscription has been paid for, which is the default Subscription Term under this agreement. This Agreement will remain in effect for as long as you have an active subscription for the Service.

1.2 Start Date. Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue for the subscription term period selected at the time of payment. If you add an additional subscription for a new Goldschmitt TimeGuard service or module at a later date, the new service will commence on the start date specified at the time you added the new service and continue for the subscription term period selected at that time. If you would like a separate instance of the Service for an affiliate, that affiliate must purchase its own subscription to the Service and separately accept these Terms of Service.

1.3 Renewal. If you have agreed to purchase the Service over a period of multiple years, your subscription for each annual term period within that agreed upon length of time will automatically renew at the agreed upon annual price. Subscriptions do not automatically renew after the agreed upon final term period from your agreement. You will be notified at least 30 days prior to the end of your subscription term. You are responsible for renewing the Service prior to the end of the subscription. Without renewal, your access to the Service may be suspended and you will need to repurchase a subscription for another term period in order to resume use of the Service.

1.4 Cancellation. You may cancel your subscription at any time by notifying sales(at)timeguardsolutions.com. There will be no refunds or credits issued for partial or unused subscription term periods.  

1.5 Suspension and Termination of Service. Goldschmitt may suspend your access to the Service and terminate this Agreement and your use of the Service at any time in the event you materially breach this Agreement (including failure to pay) and you do not cure such breach within 30 days of Goldschmitt providing you with written notice of such breach (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise. Notwithstanding the foregoing, Goldschmitt may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 3.1, 3.5, or 12 of this Agreement, as determined by Goldschmitt in its sole discretion. Goldschmitt may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 2.1 below, or (b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account. For instances other than non-payment or violation of Sections 3.1 or 12, in the event you cancel one or more of your subscriptions or this Agreement is terminated by Goldschmitt or you, Goldschmitt will refund to you any prepaid fees that would have covered any future years of your year-to-year subscription after the effective date of termination for all such subscriptions, except that no refunds will be granted for the then-current year. See Section 4.1 for further details. Notice via email from Goldschmitt will be sent to you at the email address you have provided to us. Goldschmitt reserves the right to manage its client profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide services to certain groups, parties, industries, companies, or in certain countries, in its sole discretion.

1.6 Data Downloads and Deletion. In the event your subscription is terminated, other than in instances where it is terminated by Goldschmitt for your nonpayment or violation of Sections 3.1 or 12, you will continue to have the ability to download the information provided, inputted, or uploaded to your databases in Goldschmitt’s   TimeGuard ShiftWatch Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination of your subscription. After such 30-day period or if your subscription is terminated due to your nonpayment or violation of Sections 3.1 or 12, Goldschmitt shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your Data contained in Goldschmitt’s TimeGuard ShiftWatch Service.

1.6 Beta Service. You may be provided an opportunity to participate in beta or early access programs that are integrated into or are separate from the Service (“Beta Service”). By opting-in to a Beta Service, Goldschmitt grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Beta Service. You agree that (a) Beta Services are made available to you on an “as is” and “as available” basis and may contain errors, omissions, bugs, and similar inconsistencies and (b) Goldschmitt has no obligation to correct any such errors. Goldschmitt reserves the right to modify or terminate your use of any Beta Service in our sole discretion. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF A BETA SERVICE. Additionally, by opting-in to use a Beta Service, you agree to provide feedback regarding your experience with the Beta Service, upon our reasonable request. If, at any time and for any reason, you choose to opt-out of our communications regarding a Beta Service, you acknowledge and agree that we may terminate your use of the Beta Service.

Modification of Service or this Agreement

2.1 Levels of Service. The Service may be made available as paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. Goldschmitt reserves the right, in its sole discretion, to modify, add, or remove unused portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

2.2 Modification of Agreement. Goldschmitt may modify or update this Agreement at any time. In the event Goldschmitt determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified version of the Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes. You may review the most current version of this Agreement at: https://www.timeguardsolutions.com/terms-of-service/.

2.3 Exclusive Remedy. If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.

Usage Rights; Restrictions; Support

3.1 Usage Rights. During the subscription term period, Goldschmitt grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (collectively, the “Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Goldschmitt to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service, including the Beta Service, only in compliance with all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage, or permit any third party to use the Service, including the Beta Service:

1)  to upload, transmit, or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Goldschmitt;

2)  for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by Goldschmitt in its sole discretion);

3)  to attempt to decipher, decompile, delete, alter, or reverse engineer any of the Software;

4)  to duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Goldschmitt;

5)  with any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or

6)  to rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends, or other notices or markings that are on or in the Software or displayed in connection with the Service.

3.2 Support. You shall assign an internal System Administrator to oversee the system. Goldschmitt shall: (a) provide you with basic support for your System Administrator in connection with your use of the Service at no additional charge, and with upgraded support if purchased separately, (b) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (which Goldschmitt shall schedule to the extent practicable after business hours Eastern Time), (ii) any unavailability caused by circumstances beyond Goldschmitt’s reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service provider failures or delays, or denial of service attacks, or (iii) as necessary to update the Service to ensure its security and integrity, and (c) provide the Service only in accordance with Applicable Law. Goldschmitt’s hours for basic support to System Administrators are 8:00 a.m. to 5:00 p.m., Eastern Time, on weekdays, in the English language via telephone and email. Basic support includes troubleshooting for system-wide issues, as escalated by your System Administrator.

3.3 Security Safeguards. Goldschmitt shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. Goldschmitt shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event Goldschmitt is compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.

3.4 Your Responsibility. You are solely responsible for your Data, and all uses of your Data that occur through your account.

3.5 IF YOU CHOOSE TO USE AND/OR PAY FOR A TRIAL, PROOF OF CONCEPT, OR TEST ACCOUNT (A LIMITED TIME AND USAGE GOLDSCHMITT TIMEGUARD SHIFTWATCH ACCOUNT USED FOR TESTING THE SERVICE), YOU AGREE AND ACKNOWLEDGE THAT (A) YOUR TEST ACCOUNT WILL NOT BE USED WITH LIVE OR REAL DATA AND (B) GOLDSCHMITT MAKES NO WARRANTIES OR GUARANTEES REGARDING THE TEST ACCOUNT.

3.6 Application Programming Interface (API) Integration. If you integrate with TimeGuard ShiftWatch using our API, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as determined solely by Goldschmitt. If this occurs, Goldschmitt reserves the right to throttle your API connections or suspend or terminate your TimeGuard ShiftWatch account.

Payment Terms

4.1 Pricing Adjustments. We may offer you certain discounts if you agree to purchase multiple years of service. If you cancel your subscription prior to the end of the agreed to period, or your subscription is suspended for nonpayment, before your agreed to period has been depleted, you will no longer qualify for a prepayment discount and you will be charged the difference between the yearly and prepayment discount pricing for the number of years your subscription was active. If you cancel only a portion of your subscription, you may still qualify for a discount and the prepaid amounts attributed to that portion will be used against other services to which you have subscribed.

4.2 Fees and Taxes. All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Goldschmitt may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.

4.3 Subscription Charge Adjustments. If you have agreed to purchase the Service over multiple years, your subscription for each annual term period within that agreed upon length of time will automatically renew at the agreed upon annual price without change. At the end of your agreed upon annual or muti-year term period, Goldschmitt may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees for the next annual term period. If you have prepaid your subscription fee, price changes and institution of new charges implemented after your prepayment will go into effect for your next renewal subscription term period after the 90 days' notice. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.

Intellectual Property Rights

5.1 Goldschmitt Rights. As between the parties, Goldschmitt owns and shall retain all right, title and interest in and to (a) the Software, Service, and Beta Service including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Service and Beta Service, including, without limitation, which features are used, time spent using the Service and Beta Service, and similar data and metadata created in connection with the Service and Beta Service, together with analysis of such operational and performance data and derived findings, correlations, discoveries, and other insights or learnings derived by Goldschmitt from such analysis (collectively, “Performance Data”). Goldschmitt may collect, use, and disclose all such Performance Data for its business purposes (such as software use optimization and product marketing), including by combining and analyzing Performance Data with other data. Goldschmitt shall not disclose Performance Data to any non-affiliated third party unless such Performance Data has been anonymized or de-identified, or is disclosed in aggregated form, in all cases such that Performance Data does not reveal your identity, any of your confidential information, or any personally identifiable information that belongs to you or your employees.

5.2 Your Rights. You retain all right, title, and ownership interest in and to your Data. Goldschmitt has no right, title, or interest in any personally identifiable information contained in or related to your Data. If you are a consultant to the client of Goldschmitt and provide services to such client that include or involve accessing and/or using the clients’ Data, you acknowledge that you do not own or have any rights or interests in the clients’ Data except as authorized by the client of Goldschmitt and that such client is the owner of the Data in the TimeGuard ShiftWatch Service. You further acknowledge and agree that Goldschmitt may remove your access to the Data and/or reassign your roles and permissions related to the Data upon request of the client and/or upon violation of any part of this agreement.

5.3 Feedback. To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Service, including the Beta Service, to Goldschmitt, the Feedback will not be considered confidential or proprietary, and Goldschmitt may use and include any such Feedback to improve the Service and/or the Beta Service, or for any other purpose. Accordingly, if you provide Feedback, you agree that Goldschmitt shall own all such Feedback, and Goldschmitt and its affiliates, licensees, clients, partners, third-party providers, and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to Goldschmitt.

5.4 Deliverables. From time to time during the Term, Goldschmitt may develop, author, or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) for you pursuant to agreement between you and Goldschmitt. Goldschmitt shall own and retain all right, title, and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. Goldschmitt may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information, or any personally identifiable information that belongs to you or your employees.

Publicity

6.1 Unless otherwise agreed to by you and Goldschmitt, during the Term, Goldschmitt may disclose your name as a customer of Goldschmitt and/or subscriber to the Service, and you hereby grant Goldschmitt the right to display your name, company, and logo in Goldschmitt’s marketing materials and on Goldschmitt’s and TimeGuard Solution’s public website, in each case, in accordance with any branding guidelines you may provide to Goldschmitt.

User Content

7.1 Certain features of the website may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as "User Content"). User Content includes any comments or reviews you provide to Goldschmitt, whether through customer support or otherwise, about the Service and/or Beta Service, but excludes all Data.

7.2 You hereby grant to Goldschmitt an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on our website or about the Service, including the Beta Service, for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in your User Content. If you post User Content, you represent and warrant to Goldschmitt that you own or control all rights in and to such User Content and have the right to grant the rights above to Goldschmitt.

Warranties and Limitation of Liability

8.1 Limited Warranty. Goldschmitt represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the specifications generally provided by Goldschmitt in connection with the Service (“Documentation”); (b) the provision of the Service will comply with all privacy and data protection laws applicable to our business; (c) we will not sell personal information provided by you, and we will retain, disclose, or use personal information provided by you only for purposes of providing the Service; and (d) any professional services performed for you by Goldschmitt will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

8.2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, GOLDSCHMITT HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, BETA SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. GOLDSCHMITT DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

8.3 LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY Goldschmitt FROM YOU PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

Security Breach

9.1 External Breach. In the event of an accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”), that impacts the personal data you maintain through the TimeGuard ShiftWatch service, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, Goldschmitt will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions Goldschmitt will undertake, and the timeline within which Goldschmitt expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under Applicable Law.

9.2 Internal Breach. In the event of a Security Breach, as defined by Applicable Law, which is perpetrated by your affiliate, employee, contractor, or agent, or due to your failure to maintain your systems, network, or Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify Goldschmitt immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.

Indemnification

10.1 You agree to indemnify, defend and hold harmless Goldschmitt, and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with (a) your access or use of the Software, Beta Service and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service, (c) User Content or Data provided by you, your end users, or other third parties, (d) your violation or alleged violation of any third party right, including without limitation any right of privacy or any right provided by labor or employment law, and (e) your violation or alleged violation of this Agreement.

10.2 Goldschmitt agrees to indemnify, defend, and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or in connection with an allegation that your use of the Software, Beta Service, and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Goldschmitt have any obligations or liability arising from: (a) use of the Software, Beta Service, and/or Service in a modified form or in combination with materials or software not furnished by Goldschmitt, and (b) any User Content, information or Data provided by you, your end users, or other third parties.

10.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 10, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

Governing Law; Jurisdiction

11.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Virginia, without reference to conflict of laws principles.

11.2 Any legal action or proceeding with respect to this Agreement must be brought in the courts of the Commonwealth of Virginia and/or the courts of the United States of America for the District of Columbia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Compliance with Laws; Disclaimers

12.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to ensure that your employees’ use and your use of the Service, including the Beta Service, complies with and is in accordance with Applicable Law. In no event shall Goldschmitt be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service or a Beta Service.

12.2 Goldschmitt does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by Goldschmitt to you shall not constitute legal advice.

12.3 You acknowledge that Goldschmitt exercises no control over your specific shift bidding and management practices implemented using the Service or your decisions as to shift selection or compensation of any employee or authorized user of the Service. You further agree and acknowledge that Goldschmitt does not have a direct relationship with your employees and that you are responsible for all contact, questions, Data updates and collection, with and from your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ Data), collection, use, retention, and processing of your employees’ Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. Goldschmitt hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service, including a Beta Service, by you and/or your employees, affiliates, contractors, or agents.

12.4 You agree that you will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Service, Beta Service, or Software, or any technical information about the Service, Beta Service, or Software, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained.

12.5 You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

General Provisions

13.1 Entire Agreement. This Agreement encompasses the entire agreement between you and Goldschmitt with respect to the subject matter hereof and supersedes all prior representations, agreements, and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

13.2 No Waiver. The failure of Goldschmitt to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

13.3 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.

13.4 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

13.5 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Goldschmitt’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.

13.6 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. Goldschmitt shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.

13.7 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

Contact Information

14.1 If you have any questions about the Service or this Agreement, you may call us at (703) 562-7310, email us at sales(at)timeguardsolutions.com, or write to us at:

Goldschmitt and Associates LLC
Timeguard Solutions
ATTN: Corporate Counsel
Leesburg Branch Office

161 Fort Evans Road NE, STE 250

Leesburg, Virginia 20176 USA

Automates manual processes

Configured to your needs

Meets complex union rules

Reporting and Audit Logs

Contact us any time