Last Update: October 2024

This Time Clock Addendum (“Time Clock Addendum”) governs your purchase of one or more time clock devices (each, a “Device”) and your purchase of a subscription to use the Time Clock Services (as defined below). This Time Clock Addendum is part of the BambooHR Terms of Service (the “Agreement”) and is hereby incorporated into the Agreement by reference. Capitalized terms used but not otherwise defined in this Time Clock Addendum will have the same meaning set forth in the Agreement. This Time Clock Addendum sets forth the additional terms and conditions under which Bamboo HR LLC (“BambooHR”) will sell the Devices to you and facilitate your access to and use of the Time Clock Services.

1. Applicability. The BambooHR Terms of Service and this Time Clock Addendum comprise the entire agreement between the parties for the purchase of Devices and the provision and use of the Time Clock Services. If you are accepting this Time Clock Addendum on behalf of the Customer, you represent and warrant that: (a) you are duly authorized to represent the Customer; and (b) you accept the terms of this Time Clock Addendum on behalf of the Customer. Any use of the Time Clock Services constitutes Customer’s acceptance of this Time Clock Addendum.

2. Recitals:

• Grosvenor Technology, LLC (“GT Clocks”), a BambooHR supplier, has developed and manufactures the Device;
• GT Clocks also provides the subscription services referred to herein as the Time Clock Services. The term “Time Clock Services” means and includes both GT Connect and GT Protect. The Time Clock Services will be provided to Customer on a subscription basis by or through BambooHR.  The key features of the Time Clock Services are set forth below in this Time Clock Addendum.
• BambooHR operates as an authorized reseller of the Devices and the Time Clock Services and assists GT Clocks in making the Time Clock Services available to the Customer.
• Customer is a BambooHR subscriber and has purchased or may purchase Time Clock Services for the purpose of integrating time tracking with the other services it receives from BambooHR, subject to the terms of this Time Clock Addendum and the Agreement.

3. Definitions:

These definitions apply to this Time Clock Addendum.

“BambooHR Time Tracking” means the BambooHR time tracking service that integrates with the Time Clock Services.

“Customer” or “You” means the individual or entity to whom BambooHR has sold a Device and/or who is authorized by BambooHR to access and use the Time Clock Services pursuant to this Time Clock Addendum and the Agreement and as set forth in the applicable Quote between the parties (“Quote”).

“Clock Data” means any information regarding the Customer and its employees or contractors provided through use of the Time Clock Services and processed or maintained by BambooHR or GT Clocks in connection with providing the Time Clock Services. Clock Data includes, but is not limited to, Clock Personal Data, as further defined in this Time Clock Addendum. Clock Data shall also be considered “Data” as defined in the Agreement.

“Clock Personal Data” includes Customers’ employee user Personal Data and means Personal Data which is to be processed under this Addendum and the Data Processing Agreement (where applicable) which is herein incorporated by reference, for the purpose of providing the Time Clock Services to the Customer. Part of the Clock Personal Data may be provided by the Customer solely to GT Clocks, and some of the Clock Personal Data may be collected through the Device or the Time Clock Services, such as through an API with BambooHR, and made available to both BambooHR and its subprocessors (including, without limitation, GT Clocks). For purposes of Time Clock Services, Clock Personal Data includes Customer employee names, addresses, email addresses transferred from BambooHR to GT Clocks via API. GT Clocks also collects, directly from Customer, certain biometric identifiers such as fingerprint and/or facial scan data via the Device. No biometric data will be provided to or shared with BambooHR.

“Clock Feedback” means Customer feedback relating to the Devices or Time Clock Services, Customer reports of defects in the Devices or Time Clock Services, or Customer’s proposals or suggestions for modifications to the Devices or Time Clock Services.

“Data Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Clock Data transmitted, stored or otherwise processed.

"Device” means the time clock hardware device sold by BambooHR to Customer.

“Software” means all the computer programs or codes whether stored in programmable read only memory or otherwise which constitute the operating and executive software of the Devices, whether designed for generic or specific use, together with all service software and other programs or codes and all supporting documentation relating thereto supplied by GT Clocks from time to time pursuant to an agreement or ancillary thereto or otherwise in connection with the use of the Devices.

4. Purchase and Sale of Devices:

4.1 Purchases.
4.1.1 Purchase and Sale of Devices. Subject to the terms and conditions of this Agreement, BambooHR agrees to sell, and hereby sells, to Customer those Devices identified on the applicable Quote between the parties. The Quote will specify the price, quantity, quality and description of, and any specifications for, the Devices as well as the delivery instructions, location and date. Customer shall be responsible for the payment of all costs associated with delivery of the Devices to Customer, including transport, packaging, loading, freight, shipping, forwarding and handling, storage and insurance (collectively, “Shipping Costs”), as well as all applicable taxes on the sale of the Devices, including, without limitation, sales, use, property, excise, withholding, custom, duty and value added taxes that may be applicable to or due in connection with the sale and delivery of the Devices and, in each case, such amounts will be in addition to the prices specified.
4.1.2 Pricing. If the price of the Devices is not specified in the Quote, the price shall be BambooHR’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in BambooHR’s published price list applicable to Customer and current at the date the Quote is entered into, or subsequently amended. All prices quoted by BambooHR are valid subjet to the terms of the Quote.
4.1.3 No Returns. Except as provided in this Time Clock Addendum, all sales of Devices to Customer are final and Customer has no right to return any Devices purchased under this Time Clock Addendum to BambooHR.

4.2 Shipping and Delivery.
4.2.1 Delivery. Delivery of the Devices shall be made by GT Clocks delivering the Devices to Customer.
4.2.2 Delivery Dates. Any dates specified for delivery of the Devices are approximate only (however BambooHR and GT Clocks will use commercially reasonable efforts to meet any dates specified) and neither BambooHR nor GT Clocks shall be liable for any reasonable delay in delivery of the Devices. The Devices may be delivered in advance of the quoted delivery date upon giving reasonable notice to Customer.
4.2.3 Delivery Instructions. If Customer fails to take delivery of the Devices or fails to give BambooHR adequate delivery instructions, then without prejudice to any other right or remedy available to BambooHR, BambooHR may: (a) store (or have GT Clocks store) the Devices until actual delivery and charge Customer for the reasonable costs (including insurance) of storage; or (b) after it becomes clear that Customer has no intention to take possession of the Devices, sell the Devices at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge Customer for any shortfall below the price under the Order Form.
4.2.4 Risk of Damage. Risk of damage to or loss of the Devices shall pass to Customer in the case of Devices to be delivered to Customer, at the time of delivery, or if Customer wrongfully fails to take delivery of the Devices, the time when BambooHR or GT Clocks has tendered delivery of the Devices to either Customer or its carrier.

4.3 Software License; Intellectual Property.
4.3.1 License Grant. BambooHR grants to Customer, upon payment of the applicable license fee (which is included in the price for the Devices unless otherwise specifically stated by BambooHR in writing) and delivery of the Devices pursuant to a Quote, a personal, revocable, non-exclusive, non- sublicensable and non-transferable license to use the Software only as intended in connection with the Devices. Except as provided herein, Customer shall not disclose, transfer or otherwise make available the Software to any third party nor permit any third party to use or have access the Software, and Customer shall not duplicate modify or amend any of the Software or any part thereof, except with the prior written consent of BambooHR. Title to and all rights in the Software and all copies thereof shall at all times remain vested in BambooHR and/or its licensors, including GT Clocks. Customer shall not reverse engineer, disassemble or decompile the Software or the Devices, or otherwise attempt in any fashion to obtain the source code or object code the Software. Customer shall not make any modifications to or create any derivatives from the Software or the Devices. Customer shall not publish or disseminate the source code, object code, written materials, documents, flow charts, logic diagrams, test materials or other information relating to the Software which is of a confidential nature.
4.3.2 Acknowledgement. Customer acknowledges that, except for the express licenses set forth herein, nothing herein shall be deemed to transfer any rights in BambooHR’s or GT Clock’s patents, copyrights, trade secrets, proprietary information, trademarks, or other intellectual property, including rights in and to (i) the Software, the program structure, logic, data structures, design, processes, procedures, formulae and algorithms contained in the ordered set of instructions which together constitute the Software and any updates, (ii) the Devices and the configuration of the Devices, (iii) BambooHR’s or GT Clock’s marks or logos or trade-dress (and the goodwill related thereto), and (iv) the look and feel and derivative works based on any of the foregoing.

5.Term and Termination. This Agreement will remain in effect (a) for as long as you have an active subscription for the Time Clock Service. You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time subject to Bamboo HR standard Terms of Service. BambooHR reserves the right to terminate this agreement in the event that its relationship with GT Clocks is terminated..

6. Purchase of a Subscription to Time Clock Services:

6.1 Purchases. Upon purchasing a Device from BambooHR, the Customer shall receive and install the Device and purchase a subscription to the Time Clock Services. The Customer will integrate the Time Clock Services with BambooHR Time Tracking. A subscription to BambooHR Time Tracking is required to purchase Device.

6.2 Payment. Customer shall purchase a subscription to the Time Clock Services from BambooHR at the prices set forth in the Quote provided by BambooHR. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Other than sales taxes which BambooHR may be required to collect and remit to appropriate taxing authorities, Customer shall be responsible for payment of all such charges, costs, and taxes. Customer shall not be responsible for any taxes imposed on, or with respect to, BambooHR’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

7. Use of Time Clock Services:

7.1 Access and Use of Services. Subject to the terms and conditions of the Agreement and Customer’s payment for such services, BambooHR will make the Time Clock Services and the BambooHR Time Tracking Services available to Customer.

7.2 Intellectual Property. GT Clocks and BambooHR own and shall retain all rights, title and interest (including without limitation all Intellectual Property Rights), in and to the Time Clock Services, and all software and intellectual property that GT Clocks creates or maintains to provide the Time Clock Services. BambooHR and GT Clocks shall have the right to use Clock Feedback including, without limitation, the incorporation of such Feedback into the Time Clock Services or any services provided by BambooHR, without any obligation to Customer, except to the extent any such Clock Feedback constitutes Clock Data. Except as expressly set forth in this Time Clock Addendum, BambooHR and GT Clocks reserve all rights and do not grant Customer licenses of any kind, whether by implication, estoppel, or otherwise.

7.3 Use of Clock Personal Data. To the extent Clock Data provided as input to the Time Clock Services contains Personal Data (as that term is used or similarly defined in the BambooHR Data Processing Agreement in place between the parties (the “Data Processing Agreement”), Customer instructs BambooHR to process the Clock Personal Data for the additional purpose of providing the Time Clock Services.

7.4 Processing of Clock Personal Data. BambooHR and GT Clocks will process the Clock Personal Data in order to provide the Time Clock Services and other services under the terms of the Agreement. Customer must ensure that it has obtained any and all authorizations and consents as may be necessary under data protection law, including from any user, to permit GT Clocks and BambooHR to process the Clock Personal Data as contemplated by the Agreement. The Clock Personal Data will be kept in BambooHR’s and GT Clocks’ systems until the end of the provision of the Time Clock Services and as otherwise permitted by applicable law and Data Protection Law. Biometric data will only be transmitted to GT Clocks (and not to BambooHR) in connection with the Time Clock Services. Biometric data is not necessary for BambooHR to perform the Time Clock Services or any other services provided by BambooHR. Customer will not transmit, or cause to be transmitted, any biometric data to BambooHR.

GT Clocks shall have the limited right to use the Clock Data and Clock Personal Data to provide the Services in accordance with these terms and perform related administration, biometric identification and/or verification, analysis and investigation. GT Clocks will not access and will cause its Affiliates, agents, contractors and representatives not to access Customers’ user accounts, including the Clock Data, or Clock Personal Data except as required in performing GT Clocks’ obligations hereunder or to respond to BambooHR’s service or technical problems or at BambooHR’s request. In addition, GT Clocks will mask all Clock Data and Clock Personal Data used in any testing or non-production environment in accordance with BambooHR’s reasonable requirements, unless the testing or non-production environment is subject to the same controls as the production environment. In connection with the Services, GT Clocks shall be entitled to use Clock Data and / or the Clock Personal Data for anonymized analytical, statistical or technical purposes, including but not limited to, developing improvements to the Software and Services, provided however that any personal or identifying attributes shall be removed from the Clock Data according to applicable data protection laws, if such is used on an aggregate or de-identified basis.

7.5. Processing Terms. BambooHR and GT Clocks will:

7.5.1. process the Clock Personal Data on documented instructions (including without limitation this Addendum) from the Customer (unless either of the parties are required to process Clock Personal Data to comply with applicable data protection laws, in which case the parties will notify the Customer of such legal requirement prior to such processing unless such law prohibits notice to the Customer on public interest grounds);

7.5.2. ensure that any individual authorized to process Clock Personal Data is subject to confidentiality obligations or is under an appropriate statutory obligation of confidentiality, and is appropriately reliable, qualified and trained in relation to their processing of Clock Personal Data;

7.5.3. implement, and assist the Customer in Customer’s implementation of, technical and organizational measures to ensure a level of security appropriate to the risk presented by processing the Clock Personal Data, in particular from a Data Security Incident;

7.5.4. notify the other party without undue delay after becoming aware of a Data Security Incident, including without limitation the nature of the Data Security Incident, the categories and approximate number of data subjects and Clock Personal Data records concerned, the likely consequences of the Data Security Incident and any measure proposed to be taken to address the Data Security Incident and to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all the relevant information at the same time, the information may be provided in phases without undue delay, but the parties may not delay notification under this Section 7.5.4 on the basis that an investigation is incomplete or ongoing;

7.5.5. where required, provide reasonable assistance to each other in order to enable the Customer to respond to requests for exercising data subjects’ rights under applicable data protection law and communications and complaints from data subjects and supervisory authorities and other third parties in connection with Clock Personal Data, including without limitation by appropriate technical and organizational measures, insofar as this is possible;

7.5.6. provide reasonable assistance to each other in enabling the Customer to:

7.5.7. document any Data Security Incidents and reporting any Data Security Incidents to any supervisory authority and/or data subjects;

7.5.8. take measures to address Data Security Incidents, including without limitation, where appropriate measures to mitigate their possible adverse effects;

7.5.9. conduct privacy impact assessments of any processing operations and consult with supervisory authorities, data subjects and their representatives; accordingly, and

7.5.10. where reasonably required by the Customer for compliance with its obligations under applicable data protection laws, make available to each other information necessary to demonstrate compliance with the obligations set out in this Section.

7.6.

7.6.1. The Customer herein provides the Customer’s general authorization for the appointment of the Approved Sub-Processors.

7.6.2. BambooHR will immediately notify the Customer if GT Clocks informs BambooHR that, in its reasonable opinion, an instruction received from the Customer infringes any applicable data protection laws.

7.6.3. Customer will not, without GT Clocks’ prior written input, make, permit or approve any announcement which references, cites or names GT Clocks in relation to a Data Security Incident or communication or complaint from a data subject or supervisory authority in connection with
Clock Personal Data; and

7.6.4. Customer herein provides general authorization to make restricted transfers to approved sub-Processors using appropriate safeguards. The Customer’s general authorization under Section 7.6.4 will not be required if the parties are required to make a restricted transfer to comply with applicable data protection law, in which case BambooHR will notify the Customer of such legal requirement prior to such restricted transfer unless such law prohibits notice to the Customer on public interest grounds.

7.7. GT Clocks will:

7.7.1. provide reasonable assistance to Customer in complying with the Customer’s instruction to securely delete or return to the Customer all Clock Personal Data promptly after the end of the provision of Services relating to processing, and where reasonably possible, securely delete any remaining copies; and

7.7.2. not, without Customer’s prior written input, make, permit or approve any announcement which references, cites or names Customer in relation to a Data Security Incident or communication or complaint from a data subject or supervisory authority in connection with Clock Personal Data.

7.8 Clock Data. Customer is solely responsible for the accuracy, quality, integrity and legality of all Clock Data provided or created by Customer and of the means (other than the Time Clock Services) by which it acquired Clock Data. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Time Clock Services and shall notify BambooHR promptly of any such unauthorized access or use. Customer shall use the Time Clock Services only in accordance with applicable laws and government regulations.

7.9 Restrictions. Customer shall not (and shall not authorize or allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Time Clock Services, or otherwise attempt to derive or obtain the source code, the underlying ideas, algorithms, structure or organization of the Time Clock Services except to the extent that enforcement of the foregoing restriction is prohibited by applicable law; (b) circumvent any user limits or other timing, use or functionality restrictions built into the Time Clock Services; (c) remove any proprietary notices, labels, or marks from the Time Clock Services ; (d) frame or mirror any content forming part of the software or the Time Clock Services; (e) access the Time Clock Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Time Clock Services; (f) assign, sublicense, transfer, lease, rent or distribute any of its rights in the Time Clock Services, Software or the documentation related thereto without the written approval of BambooHR or GT Clocks, not to be unreasonably withheld; or (g) otherwise copy or duplicate the Time Clock Services, the Software or the documentation.
In addition, Customer will not: (i) make the Time Clock Services available to anyone other than its employees and other authorized users; (ii) sell, resell, rent or lease the Time Clock Services; (iii) use the Time Clock Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights and / or applicable data protection laws; (iv) interfere with or disrupt the integrity or performance of the Time Clock Services or third-party data or Clock Personal Data contained therein; or (v) attempt to gain unauthorized access to the Time Clock Services or their related systems or networks.

7.10 Use of Time Clock Services. Customer may not use the Time Clock Services except as part of BambooHR’s applications or reverse engineer, reverse compile, or disassemble the object code for the Time Clock Services. BambooHR makes no representations or warranties on behalf of GT Clocks and no rights are granted to Customer beyond the scope of this Time Clock Addendum.

7.11 Changes. During the term of Customer’s subscription to the Time Clock Services, BambooHR and GT Clocks reserve the right to make modifications, including upgrades, patches, revisions or additions to its hosting environment, the Time Clock Services and to the Devices. In addition, BambooHR and GT Clocks reserve the right to modify settings, configuration files, reports, and similar aspects of the Time Clocks Services as GT Clocks or BambooHR deem necessary to meet requirements and maintain the operation of the Time Clock Services.

8. Features of GT Connect.

8.1 Device Estate Management & Remote Diagnostics. GT Connect connects devices to BambooHR Time Tracking for device estate management and remote diagnostics. Device estate management allows access to GT Connect to proactively manage and configure applicable devices via the GT Connect client software. Additionally, cloud remote diagnostics features provide access to the GT Connect diagnostic platform features. The diagnostic features allow remote support for Customers with GT Connect’s advanced tools, eliminating the need for BambooHR to go on-site to resolve issues and reducing the need to escalate those issues, all of which allows reduced downtime on the devices.

8.2 Identity Management. GT Connect allows Customer to connect devices to the Software to manage the distribution of biometric and personal data on Devices and to connect Customer’s Devices to BambooHR Time Tracking via the GT Connect middleware. This allows BambooHR, GT Clocks and Customer to remain compliant with applicable data protection and privacy laws and to reduce or eliminate the development of proprietary integrations in Customer’s own software. GT Connect allows Customer to automate the secure distribution and backup of any biometric and other personal data between device groups.

9. Replacement Services.

9.1 Replacement Services. The Replacement Service for the Devices is provided to Customer on a subscription basis as part of GT Protect. The Replacement Service consists of the following:

9.1.1 Covered Devices. All Devices purchased through BambooHR include a Replacement Services subscription and shall collectively and individually be considered a “Covered Device”. The Replacement Services shall also apply to any peripheral items that were originally included or delivered with the Covered Device (or that were previously replaced as a part of the Replacement Services) such as a fingerprint scanner, but not to peripheral items that were purchased or subscribed to separately from the Covered Device.

9.1.2 Reporting Issues. As part of the Replacement Service, if a Covered Device no longer functions in accordance with the documentation for that Device, or if there are other issues or problems with the Covered Device that cause it to no longer function properly, Customer may report such issue directly to GT Clocks (subject to BambooHR undertaking an initial triage exercise to ensure that the issue is not related to user error, or the integration of data provided by BambooHR). GT Clocks has agreed to acknowledge such a report within 2 Business Hours (requests received after 3pm will be processed the following Business Day). Once GT Clocks confirms that the Covered Device is faulty or non-functioning, GT Clocks has agreed to initiate a process to replace such Covered Device with a replacement Device. GT Clocks shall use reasonable efforts to ship a replacement Device to BambooHR (or directly to Customer if so directed by BambooHR) via overnight courier to a delivery location within the United States or America or Canada specified by BambooHR. GT Clocks or BambooHR shall provide Customer with confirmation via email of when such replacement Device has been shipped. The replacement Device will be equivalent to the Covered Device and with the same peripheral items originally included or delivered with non-functioning Covered Device. Replacement Devices may be new or refurbished units, as determined by GT Clocks.

9.1.3 Replacement of Covered Device. Upon GT Clocks’ or BambooHR’s request, Customer shall return the faulty or non-functioning Covered Device to GT Clocks’ place of business within thirty (30) days of such request. Any replacement Device shall be shipped with a prepaid return shipping label provided by GT Clocks to allow Customer to return the faulty or non-functioning Covered Device.

9.1.4 Assessment. Upon receipt of the faulty or non-functioning Covered Device, GT Clocks will inspect the faulty or non-functioning Device to determine why the Device no longer functions properly. If Customer fails to return the faulty or non-functioning Covered Device within thirty (30) days of GT Clocks’ or BambooHR’s written request to return the Covered Device, or if, upon inspection of the returned Covered Device, GT Clocks determines, in its reasonable discretion, that the defect or damage to the Covered Device occurred as a result of; (i) Customer failing to follow: (a) GT Clocks’ instructions as to the storage, installation, commissioning, use or maintenance of the Covered Device or (b) good trade practices; (ii) Customer altering or repairing or attempting to alter or repair the Covered Device without the written consent of GT Clocks; or (iii) Customer’s willful damage, negligence, or abnormal working conditions, GT Clocks and BambooHR reserve the right to charge Customer the full cost of the replacement Device.

9.1.5 Consumable Items. The Replacement Service does not apply to consumable items and the replacement of consumable items shall be the responsibility of Customer.

9.1.6 End of Life. GT Clocks reserves the right to announce the discontinuation of hardware covered under these terms. In such an event, GT Clocks will announce a date for “Last Time Buy” of the affected product, this date will be no less than 12 months from the date of the announcement. The hardware and the GT Protect service itself will be available to purchase until the “Last Time Buy” date. GT Clocks will continue to cover the product under these terms for a minimum period of 2 years following the “Last Time Buy” date, the “End of Service” date, at which point the affected devices will no longer be supported under these terms and billing will cease on the next billing date. GT Clocks will provide a formal announcement for the End of Service date no less than 6 months prior to such End of Service date.

10. Liability. Customer’s purchase and use of the Time Clock Services is at Customer’s sole risk. Customer accepts and agrees that no information provided through the Time Clock Services shall be construed as creating any warranty or other obligation on the part of BambooHR. BambooHR shall not be liable for Time Clock Services including incomplete delivery, failed delivery, late delivery, service cancellation, return of goods, losses, missed opportunities, or false advertisement based on the content of the Time Clock Services.
Customer agrees to the limitation of liability and damages for breaches of product performance, loss of Customer Clock Data, reasonable intellectual property protection, and other representations and warranties, to the license fees paid for the product, excluding the recovery of special, consequential, and indirect damages.

WARRANTIES DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS TIME CLOCK ADDENDUM OR IN THE AGREEMENT, BAMBOOHR MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE DEVICES OR THE TIME CLOCK SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY BAMBOOHR, OR ANY OTHER INDIVIDUAL OR ENTITY ON BAMBOOHR'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS TIME CLOCK ADDENDUM OR THE AGREEMENT.

Subject to the conditions set out below, BambooHR warrants that the Devices will correspond with their specifications at the time of delivery:
(i) BambooHR shall be under no liability in respect of any defect in the Devices arising from any drawing design or specification supplied by Customer or third parties designated by Customer.
(ii) BambooHR shall be under no liability in respect of any defect arising from acts by Customer, or any third-party, for any of their willful damage; negligence; abnormal working conditions; failure to follow BambooHR’s written instructions with respect to storage, operation, maintenance, or otherwise; misuse, fault or accident; problems with electrical power or third party software; natural disasters; alteration, modification, servicing or repair of the Devices other than by BambooHR or a third party authorized by BambooHR; or use with third-party accessories or software not specifically approved by BambooHR.
(iii) BambooHR shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Devices has not yet been paid in full.
(iv) The above warranty does not extend to parts, materials or equipment not manufactured by BambooHR or GT Clocks, in respect of which Customer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to BambooHR or GT Clocks.
(v) The above warranty does not extend to any defect or claim not covered by the warranty given by GT Clocks to BambooHR.
11. Entire Agreement; Modification; Conflicts.
This Time Clock Addendum, together with the BambooHR Terms of Service constitutes the entire agreement between the parties as it relates to the Devices and the Time Clock Services, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. BambooHR may exercise its right to modify or replace these Time Clock Addendum terms as described in the Agreement. No other modification, amendment, or waiver of any provision of this Time Clock Addendum shall be effective. To the extent of any conflict or inconsistency between the provisions in the body of this Time Clock Addendum and the BambooHR Terms of Service, the terms of this Time Clock Addendum shall prevail.

12. Third Party Beneficiary.

Customer acknowledges and agrees that GT Clocks is a third-party beneficiary of the representations, warranties and covenants of this Agreement, and that GT Clocks is otherwise an express third-party beneficiary of this Agreement, entitled to enforce the terms hereof as if it were an original party hereto.