TimeKeeping Systems, Inc.

Terms and Conditions of Sale

General

TimeKeeping Systems, Inc. (“TKS”) and Customer agree that the terms and conditions in this Agreement shall govern exclusively the sale or licensing by TKS of all hardware, firmware, software and services (collectively referred to as “Goods”) within the United States. No addition or modification to any of the terms and conditions as they appear in this Agreement shall be binding upon TKS unless in writing and signed by an authorized representative of TKS. TKS objects to and rejects other terms and conditions that may be proposed by Customer or that appear on or are referenced in Customer's purchase order or requisition that are in addition to or otherwise not consistent with the terms and conditions in this Agreement.

Terms

Terms are net thirty (30) days from date of invoice, subject to credit approval. Customer agrees to pay interest on all past due amounts at a rate of Ten Percent (10%) per annum. Customer to pay all costs of collection, including attorney fees. No payment by offset is permitted. TKS reserves the right to withhold technical support and repair services if Customer fails to pay the full balance within thirty (30) days from the date of invoice.

Shipment

Shipment will be F.O.B. TKS’s factory, warehouse or other point of shipment by TKS. Customer to pay all shipping, insurance, C.O.D. and related charges. (FOB Origin, freight prepaid and charged back).

Title and Responsibility

Title to hardware shall remain with TKS as security only and until paid in full. Title for software or firmware remains with TKS and is licensed for use by Customer pursuant to TKS’s license agreement. Risk of loss or damage shall pass to Customer upon shipment from F.O.B. point.

Quotations

All written quotations and pro forma invoices automatically expire unless accepted within thirty (30) days from the date quoted. Verbal quotations may be provided for information purposes only and are not binding. In order for catalog orders to be binding, quotations must specifically identify Goods and list the actual quantities involved. All stenographic and clerical errors are subject to correction.

Published Prices, Weights & Dimensions

Prices shown in any TKS publication are subject to change without notice and are not to be construed as a definite quotation or offer to sell by TKS. Published or advertised weights and dimensions are estimates or approximations only and are not warranted.

Taxes

Prices do not include sales, use, excise, customs, value-added or similar taxes, and Customer shall pay or reimburse TKS for such taxes as they apply.

Scope Change

All changes affecting Goods, delivery date or otherwise affecting the scope of the order are to be documented in writing and subject to prior approval at TKS Headquarters. All changes approved by TKS may result in price, delivery, specification, and/or other changes.

Services

Services (including installation, repair, start-up, application engineering assistance and technical training) are not included in the price unless specifically agreed to in writing by TKS.

Annual Hosting and Support

Customer agrees to pay all applicable hosting, support, and mobile license fees and acknowledges that its right to use of the Software is contingent upon such payment.

Technical Support

Technical Support is available Monday through Friday, 8:00 AM to 5:00 PM EST, excluding national holidays.

Technical Support Services include:

• Assistance with resolution of technical problems
• Basic assistance with usage of the Guard1 Real Time System
• Technical assistance for upgrades

Additional paid Professional Services are required for:

• Reinstallation or moving your system to another computer
• Changes to a different integration process or vendor
• Domain name changes
• Obtaining or configuring third-party certificates
• Assistance with IT tasks

TKS shall use its best efforts to resolve any technical problems.  However, TKS does not guarantee a resolution.

Requests for technical assistance that are outside the scope of standard Technical Support shall be provided when purchased as Professional Services, or according to a Statement of Work and TKS quotation or invoice accepted by Customer for such service.

EasyTour support is provided via e-mail only.

Service Level Agreement

For Customer systems hosted by TKS, the "Uptime Guarantee" is 99%, which equates to a maximum of 7.12 hours of downtime during any 30-day period.  TKS will notify Customer within one hour after TKS's determination that the hosted system and/or services are unavailable or significantly degraded.  TKS will notify Customer as soon as possible for limited or small degradation.

If TKS fails to meet its Uptime Guarantee, upon request TKS shall credit customer for hosting charges for any hours beyond the Uptime Guarantee on a pro-rated basis.

Management System Integration

For products which support integration to another system (JMS, OMS, EHR, or other external system), and specifically for Guard1 Real Time, integration requires your system provider to create an export file that meets TKS standards.  Integration with a non-standard export may require additional, paid services.

Licensed Software and Firmware

Software or firmware which is subject to any TKS license agreement is also subject to Terms and Conditions herein unless inconsistent with the TKS license agreement, in which case the license agreement shall govern. In the absence of a separate TKS license agreement, Customer is granted a non-exclusive, non-transferable license to use TKS software or firmware only in object code form and solely in conjunction with specific hardware designated by TKS, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware. By using the product, Customer agrees to the terms and conditions of the TKS license agreement.

Warranty

HARDWARE. TKS warrants that new hardware Goods will be free from defects in material and workmanship for a specific number of months from the date of shipment from TKS’s factory in Solon, Ohio, as follows:

• SuperMAX and SuperMAX II mobile devices are warranted for 60 months.
• ScanPoint RFID Wall-Mount Tags are warranted for the lifetime of the product.
• PIPE II (Version II, identified by serial numbers beginning with "A"): 60 months. Batteries are warranted to maintain an adequate operating voltage level for 60 months.
• Stubby PIPE (identified by serial numbers beginning with "B"): 24 months. Batteries are warranted to maintain an adequate operating voltage level for 24 months.
• PrisonProof Buttons are warranted for the lifetime of the product.
• All other hardware Goods: 12 months.

This warranty is limited to defects arising under normal usage and does not cover malfunctions or failures resulting from or caused by misuse, abuse, neglect, improper installation, improper operation, improper maintenance, repairs by other than TKS’s authorized service facility, alteration or modification, accident, or unusual deterioration or degradation of the Goods or parts thereof due to physical environment or due to electrical or electromagnetic noise environment. Satisfaction of this warranty, consistent with other provisions herein, will be limited to the replacement, or repair or modification of, or issuance of a credit for the Goods involved, at TKS’s option, only after the return of such Goods with TKS’s consent in accordance with RETURN OF GOODS. Any warranty service (consisting of time, travel, and expenses related to such services) performed other than at TKS’s factory, shall be at Customer’s expense.

LICENSED SOFTWARE AND FIRMWARE. Title to software and/or firmware Goods remains with TKS and is licensed to you for use with specific hardware designated by TKS. The software and/or firmware is warranted to conform to the written specifications prepared, approved, and issued by TKS for a period of twelve (12) months from the date of shipment from TKS’s factory in Solon, Ohio. In the event of a warranty claim, TKS will provide corrective measures which are limited, at TKS’s option, to repair, replacement or modification of the software and/or firmware code, or recommendation of a viable, alternative application that will enable you to work around the failure. TKS makes no representation or warranty, express or implied, that the operation of the software or firmware will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Customer’s intended use or requirements.

Warranty satisfaction is available only if (a) TKS is promptly notified in writing upon discovery of an alleged defect and (b) TKS’s examination of the subject Goods discloses, to its satisfaction, that any alleged defect has not been caused by misuse, abuse, neglect, improper installation, improper operation, improper maintenance, repairs by other than TKS’s authorized service facility, alteration or modification, accident, or unusual deterioration or degradation of the Goods or parts thereof due to physical environment or due to electrical or electromagnetic noise environment. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE and thereby excludes certifications or the like for product performance, use or design with respect to any standard, regulation or the like (unless and to the extent independently approved in writing at TKS Headquarters) AND EXTENDS ONLY TO CUSTOMER PURCHASING FROM TKS OR AUTHORIZED TKS RESELLER.

Limit of Liability

IN NO EVENT, REGARDLESS OF CAUSE, SHALL TKS ASSUME RESPONSIBILITY OR LIABILITY FOR (A) BUSINESS INTERRUPTION, LOSS OF PROFIT OR THE LIKE, (B) PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, (C) INDEMNIFICATION OF CUSTOMER OR OTHERS FOR COSTS, DAMAGES, OR EXPENSES EACH ARISING OUT OF OR RELATED TO THE GOODS OR SERVICES OF THIS ORDER, OR (D) INDIRECT OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCE, INCLUDING ANY LOSS, INJURY, OR OTHER DAMAGES. TKS’S MAXIMUM LIABILITY, FOR ANY CAUSE, INCLUDING DIRECT DAMAGES, SHALL NOT EXCEED THE AMOUNT OF CUSTOMER'S PURCHASE ORDER. THIS LIMITATION OF TKS’S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE. ANY ACTION AGAINST TKS MUST BE BROUGHT WITHIN SIX MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.

Export Control

Any Goods or technical data supplied by TKS under these Terms and Conditions are subject to the United States Export Administration Act and Regulations, which includes the licensing of certain products. It is the responsibility of the exporter to comply with the Act and Regulations.

Return of Goods

Prior to returning Goods for repair or exchange, the Customer must first obtain a Return Merchandise Authorization (“RMA”) number. The RMA number must appear on the shipping carton. A Return Merchandise Authorization will be valid for thirty (30) days only. The customer shall pay all shipping and insurance charges to TKS.

Out-of-warranty products are subject to an Evaluation Charge if the customer does not have a current annual support subscription or system hosting.

When Goods are received without an RMA number, or if the RMA has expired, TKS may, at its option, return the Goods to the customer, freight collect, or process the return for a handling charge of twenty-five dollars ($25) or ten percent (10%) of the product cost, whichever is greater.

Returns for credit are subject to a twenty percent (20%) re-stocking fee plus any charges incurred in refurbishing the Goods. Under no circumstances may Goods be returned after thirty (30) days.

Cancellation and Termination

Any order placed under this Agreement may be cancelled or terminated, and scheduled shipments may be deferred by the Customer only (a) upon TKS’s prior written agreement and (b) upon payment to TKS of reasonable and proper cancellation charges, including but not limited to all labor, facility, and equipment costs identified in the order or contract and which have been incurred prior to the date of notice of cancellation or termination. All additional costs resulting from the cancellation or termination, and a restocking charge of twenty percent (20%) of the final net price, will be included in the cancellation or termination charges to compensate for disruptions in scheduling, planned production, and other direct costs. Customer shall make payment within thirty (30) days from date of invoice.

TKS shall have the right to cancel any order placed under this Agreement or terminate this Agreement at any time by written notice for any breach of the order or this Agreement, including but not limited to non-payment by the Customer, and TKS shall be entitled to collect cancellation and termination charges as identified above.

No termination by Customer for default shall be effective unless and until TKS shall have failed to correct such alleged default within forty-five (45) days after receipt by TKS of the written notice specifying such default.

Force Majeure

TKS shall not be liable for any loss, damage or delay in delivery due to acts of God or causes beyond its reasonable control including acts of the Customer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, transportation embargoes, or inability due to causes beyond its reasonable control to obtain necessary engineering talent, labor, materials or manufacturing facilities. In the event of such delay, the delivery date shall be extended for that length of time as may be reasonably necessary to compensate for the delay.

Assignment

This Agreement may not be assigned by either party without the written consent of the other party.

Governing Law and Forum

This Agreement shall be made in and performed in the State of Ohio and shall be governed by and interpreted in accordance with the laws of the State of Ohio including its provisions of the Uniform Commercial Code, but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods. Customer agrees that all actions or proceedings arising directly or indirectly from this Agreement shall be litigated exclusively in courts having both jurisdiction and venue within the State of Ohio and Cuyahoga County. Customer hereby consents to the jurisdiction of any local, state or federal court located within the State of Ohio and Cuyahoga County and waives the personal service of any and all process upon Customer herein and consents that all such service or process may be made by certified mail to the Customer. Should any term or provision of this Agreement be held wholly or partly invalid or unenforceable under applicable law, the remainder of the Agreement evidenced hereby will not be affected thereby.

Government Entities. If Customer is a government entity and Customer is subject to laws which mandate its governing law and/or venue for dispute resolution, this Agreement shall be made in and performed in the state of the Customer’s location, and shall be governed by and interpreted in accordance with the laws of such state including its provisions of the Uniform Commercial Code.

Revised July 2025. Supersedes all prior versions.