Terms of Service

YOUR USE OF THE PROPRIETARY TIMEGUARD SHIFTWATCH®, TIMEWATCH, AND VISITWATCH 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 (THE “AGREEMENT”) WITH GOLDSCHMITT AND ASSOCIATES LLC, A LIMITED LIABILITY COMPANY, DOING BUSINESS AS TIMEGUARD SOLUTIONS (COLLECTIVELY “TIMEGUARD,” “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 Timeguard, 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

1.4 Cancellation. You may cancel your subscription at any time by notifying admin@Timeguardsolutions.com. There will be no refunds or credits issued for partial or unused subscription term periods.  

1.5 Suspension and Termination of Service. Timeguard 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 Timeguard providing you with written notice of such breach (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise. Timeguard 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 Timeguard or you, Timeguard 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 Timeguard will be sent to you at the email address you have provided to us. Timeguard 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 Timeguard 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 Timeguard’s ShiftWatch, TimeWatch, and VisitWatch Services 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, Timeguard 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 Timeguard’s ShiftWatch, TimeWatch, or VisitWatch Services.

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, Timeguard 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) Timeguard has no obligation to correct any such errors. Timeguard 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. Timeguard 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. Timeguard may modify or update this Agreement at any time. In the event Timeguard 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, Timeguard grants you a limited, revocable pursuant to this Agreement and Rider, 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 Timeguard 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

2)    for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used;

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 Timeguard;

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. Timeguard 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 Timeguard shall schedule to the extent practicable after business hours Eastern Time), (ii) any unavailability caused by circumstances beyond Timeguard’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. Timeguard’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. Timeguard shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. Timeguard 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 Timeguard 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 TIMEGUARD SHIFTWATCH AND TIMEGUARD 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) TIMEGUARD 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 Timeguard. If this occurs, Timeguard reserves the right to throttle your API connections or suspend or terminate your Timeguard ShiftWatch account.

Payment Terms

Intellectual Property Rights

5.1 Timeguard Rights. As between the parties, Timeguard 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 Timeguard from such analysis (collectively, “Performance Data”). Timeguard 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. Timeguard 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. Timeguard 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 Timeguard 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 Timeguard and that such client is the owner of the Data in the Timeguard ShiftWatch, TimeWatch, and VisitWatch Service. You further acknowledge and agree that Timeguard 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 Timeguard, the Feedback will not be considered confidential or proprietary, and Timeguard 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 Timeguard shall own all such Feedback, and Timeguard 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 Timeguard.

5.4 Deliverables. From time to time during the Term, Timeguard 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 Timeguard. Timeguard shall own and retain all right, title, and interest in and to such Deliverables and hereby grants to you a limited, revocable pursuant to this Agreement and Rider, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. Timeguard 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 Timeguard, during the Term, Timeguard may disclose your name as a customer of Timeguard

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 Timeguard, whether through customer support or otherwise, about the Service and/or Beta Service, but excludes all Data.

7.2 You hereby grant to Timeguard 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 Timeguard that you own or control all rights in and to such User Content and have the right to grant the rights above to Timeguard.

Warranties and Limitation of Liability

8.1 Limited Warranty. Timeguard represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the specifications generally provided by Timeguard 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 Timeguard 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, TIMEGUARD 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. TIMEGUARD DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

8.3 

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, Timeguard 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 Timeguard will undertake, and the timeline within which Timeguard 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 Timeguard 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.

Indemnification

10.1 

10.2 Timeguard 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 Timeguard 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 Timeguard, 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, 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 

11.2 

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 Timeguard 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 Timeguard 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 Timeguard to you shall not constitute legal advice.

12.3 You acknowledge that Timeguard 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 Timeguard 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. Timeguard 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.

13.2 No Waiver. The failure of either Party 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.  Either Party may not assign or otherwise transfer any of its rights or obligations under this Agreement without the other Party’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. Timeguard 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 571-440-2740, email us at admin@Timeguardsolutions.com, or write to us at:

Timeguard Solutions, Inc.
ATTN: Corporate Counsel
21515 Ridgetop Circle

Suite 390

Sterling, VA 20166

Last Terms of Service Update: 01/01/2026

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