1. “Browser” means software, provided by Customer, designed to browse the Internet’s World Wide Web, with which Customer may access its private Pacific Timesheet Cloud system.  The latest versions of Chrome, Internet Explorer, Safari, and Firefox are the preferred browsers.
2. “App” means software obtained and installed by Customer end users from various recognized app stores and exchanges.
3. “Customer” and “you” mean you or the company you represent,
4. “Customer Data” means all documents, electronic or otherwise, that are provided to, or otherwise made accessible to Pacific Timesheet by Customer in connection with this Agreement, and all additional data or information created, or prepared by or on behalf of Customer.
   1. Customer will be responsible for its data and media while in transit to or from Pacific Timesheet.  Pacific Timesheet may refuse to process, and may return to Customer, any documents, items, records, or input data that in Pacific Timesheet’s opinion (1) are not of a quality or condition suitable for processing; (2) do not comply with applicable forms, standards, and procedures as provided by Pacific Timesheet; or (3) are otherwise not in proper machine-readable form.
   2. Pacific Timesheet does not assume responsibility for the integrity and truthfulness of the data provided to it and shall not be responsible or liable for any errors, factual or otherwise, contained in any of the information provided to it.  Pacific Timesheet is not responsible for, and shall incur no liability with respect to, any failure by Customer to comply with appropriate federal, state, and local laws, rules, and regulations regarding employment practices, equal opportunity employment, and affirmative action.  Customer shall comply with all applicable laws, rules, and regulations related to the use or disclosure of the data and indemnifies Pacific Timesheet and its agents from any loss liability or expense related to Customer’s failure to do so.
   3. Pacific Timesheet has in place and will continue to maintain during the term of this Agreement, a disaster recovery plan in order to minimize to a reasonable extent any disruption of Customer’s ability to access its private database caused by equipment failure or Force Majeure.  The disaster recovery plan is subjected to periodic tests of reliability at such times as Pacific Timesheet reasonably determines.
   4. Pacific Timesheet has sufficient right, title and interest in the intellectual property related to the performance hereunder.  Neither the performance by Pacific Timesheet of its obligations under this Agreement nor Customer’s use of the Customer Data in accordance with the system specifications will violate or in any way infringe upon the intellectual property rights of any third party.“Force Majeure” means fire, earthquake, explosion, strike, war, act of government agency, material or labor shortage, transportation contingency, act of God or any other cause reasonably beyond the control of the applicable party hereto.

      2)    Services.

      1. Service Provision. Pacific Timesheet agrees to provide, and Customer agrees to purchase and pay for, those services designated in Schedule A.  Customer’s database will be available on a seven (7) day a week basis, except for downtime specified in Schedule D, and subject to Internet access availability, Force Majeure, or other events or occurrences beyond the reasonable control of Pacific Timesheet.  Pacific Timesheet shall notify Customer at least sixty (60) days prior to any change of availability or discontinuances of any existing services.
      2. Trials. If you conduct a trial of the Pacific Timesheet Service, Pacific Timesheet will support the trial for the trial's duration in accordance with service levels described in Schedule D:  Service Level Agreement. Sections 1, 2, 3, 5, 6, 7, 8 9 and 11 of this agreement shall apply for trials. Section 4 does not apply to the initial 30-day trial period. Thereafter, customers can request and obtain extensions of trial services from Pacific Timesheet through mutual agreement. Section 10 Terms and Termination do not apply to trials.
      3. Third-Party Systems. Pacific Timesheet might provide support for integrations with certain Third-Party Systems. For Pacific Timesheet Systems to communicate with these Third-Party Systems, you might be required enter certain credentials into Pacific Timesheet so it can access and exchange data from these Third-Party Systems. By enabling these data exchange services, you are authorizing these Third-Party Systems to access and provide data updates to your Pacific Timesheet System. In turn, by enabling these data exchange services, you are authorizing your Pacific Timesheet System to provide data to your Third-Party Systems. Having made this authorization, you are responsible for complying with the relevant terms and conditions of the Third-Party Systems and maintaining proper and current accounts with these Third-Party Systems. Your data under Section 3 Processing does not apply to data exchanges with Third-Party Systems. As such, you shall be solely responsible for your data including any Personally Identifiable Information provided to Third-Party Systems. You acknowledge and agree that Pacific Timesheet is not responsible for data sent to Third-Party Systems. Pacific Timesheet does not guarantee that all such Third-Party System integrations shall be maintained indefinitely, and Pacific Timesheet, at its discretion, might disable integrations to Third-Party Systems at any time with or without notifying you.

      3)    Processing. 

      Pacific Timesheet will process work in a timely manner according to the requirements specified in Schedule A, amended from time to time.  Pacific Timesheet acknowledges that prompt performance of Services is essential to meeting the Customer’s internal operating requirements, but Pacific Timesheet shall not be responsible for delays attributable to causes beyond its reasonable control.  Pacific Timesheet may make changes from time to time in its standards and procedures for processing data, but no material changes will be made without providing Customer at least 60 days’ notice and a reasonable opportunity for Customer to adapt its operations to such change.

5. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.  IN NO EVENT SHALL PACIFIC TIMESHEET BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF PACIFIC TIMESHEET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE.  IN NO EVENT WILL THE AGGREGATE DAMAGES ARISING UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PACIFIC TIMESHEET DURING THE PRECEDING THIRTY (30) DAY PERIOD.

   4)    Fees.

   Customer agrees to pay the fees set forth in Schedule B, Pricing.  Payments shall be made to Pacific Timesheet within thirty (30) days after Pacific Timesheet submits its invoices, which shall show the calculations for the payment due.  If Customer fails to pay any amounts when due, Pacific Timesheet may, at its option and in addition to any other remedies it may have, terminate this Agreement upon fifteen (15) days written notice and shall be entitled to the Early Termination Fee described herein; provided, however such termination shall not be effective if such failure is cured within the fifteen (15) day notice period.  Pacific Timesheet shall not increase the fees for the services during the initial term of this Agreement.  Pacific Timesheet may increase the fees during each extension period or renewal term by notifying Customer at least sixty days (60) prior to the end of the then-current term of the Agreement.

   5)    Delivery and Integrity of Data.

   1. Customer shall be solely responsible for the integrity of its data and material while such data and material are in transit to and from Pacific Timesheet or during transmission to Pacific Timesheet’s data centers. Customer shall be solely responsible for making all necessary arrangements for the timely and secure transmission of its data and material to Pacific Timesheet for processing. Upon receipt from Customer, Pacific Timesheet shall become responsible for such data and material.
   2. Pacific Timesheet may refuse to process, and may return to Customer, any documents, electronic media, items, records, or input data received from Customer that, in Pacific Timesheet's reasonable opinion: (a) are not of quality or condition suitable for processing, or (b) do not comply with Pacific Timesheet's applicable standards and procedures as agreed to by the parties.  Customer will be responsible for correcting rejected data or replacing rejected media, items, records or input data and submitting the same to Pacific Timesheet for analysis.

    

   6)    Support.

   1. Pacific Timesheet shall provide the support set forth in Schedule C.
   2. The minimum service levels to be provided to Customer and service availability commitment are set forth in Schedule D.

   7)    No Warranty.  

   CUSTOMER UNDERSTANDS AND AGREES THAT THE TIME, WORK, ASSET AND LOG TRACKING SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE DELIVERED TO CUSTOMER "AS IS", WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ARISING OR IMPLIED FROM USAGE OF TRADE OR COURSE OF DEALINGS AND NONINFRINGEMENT. 

    

   8)    Limitation of Liability.

   IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOST DATA, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY SIMILAR CLAIM BY ANY OTHER PARTY. EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE AMOUNT ACTUALLY PAID BY CUSTOMER TO PACIFIC TIMESHEET UNDER THIS AGREEMENT.  THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION. 

   9)    Confidential Treatment of Information.

   1. The parties agree to preserve in strictest confidence each other’s Confidential Information, and the parties agree not to use, or disclose to any person or entity, any Confidential Information while this Agreement is in effect, or otherwise in perpetuity, except upon the disclosing party’s authorization, and except for internal purposes confined to the necessary administration of this Agreement. For purposes of this Agreement, “Confidential Information” will mean any information disclosed by either party that is labeled or otherwise identified by such disclosing party as “Proprietary” or “Confidential.” The parties will protect such Confidential Information with the same standard of care that each party applies to the protection of its own Confidential Information.
   2. Notwithstanding the foregoing, Confidential Information will not be deemed to include information which: (i) at the time of disclosure, is in the public domain; (ii) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) was in the receiving party's possession (as reflected in its written records) at the time of disclosure by the disclosing party, and which was not acquired, directly or indirectly, from the disclosing party; (iv) the receiving party can demonstrate, by written documents, resulted from its own research and development, independent of disclosure from the disclosing party; (v) the receiving party receives from third parties, provided such information was not obtained by such third parties from the disclosing party on a confidential basis; or (vi) is produced in compliance with applicable law or a court order, provided the disclosing party is given reasonable notice of such law or court order and an opportunity to attempt to preclude or limit such production.

    

   10)    Term and Termination.

   1. ­Term. This Agreement shall be extended using one of these terms:

    

   1. Monthly term (month-to-month) that automatically renews each month unless Customer terminates this agreement with thirty days’ notice.
   2. One-year agreement period that renews on a year-to-year basis beginning on the date of this Agreement, or
   3. Two-year agreement period that renews on a two-year basis beginning on the date of this Agreement, or
   4. Three-year agreement period that renews on a three-year basis beginning on the date of this Agreement

   Hereafter, this period shall be known as the “Agreement Term.”  By marking a check and initialing one Agreement Term below, the Customer selects their desired Agreement Term:

   □________        Monthly agreement period that renews every month from the date of this Agreement       

   □________        One-year agreement period that renews every 12 months from the date of this Agreement  

   □________        Two-year agreement period that renews every 24 months from the date of this Agreement

   □________        Three-year agreement period that renews every 36 months from the date of this Agreement
   
   Thereafter, this Agreement Term shall renew automatically at the end of the Agreement Term.  Customer can terminate the Monthly agreement by providing such notice in writing thirty (30) days prior to any renewal date (the end of the monthly term). Customer can terminate this the One-year Agreement, Two-year Agreement or Three-year Agreement by providing such notice in writing sixty (60) days prior to any renewal date (the end of any Agreement Term).

   b. Termination by Default. Either party may terminate this Agreement by reason of the other party’s default (except for a failure to pay fees, which shall be governed by Section 4), above, effective upon giving the other party thirty (30) days written notice thereof, which shall become effective if the other party does not cure such default within the thirty (30) day notice period.  If Customer terminates this Agreement for Pacific Timesheet’s default and Customer has prepaid service fees as provided for in this Agreement, Customer shall receive a prorated refund of any amounts prepaid for services not rendered by Pacific Timesheet as of the effective date of the termination.

11)  Miscellaneous.

1. This Agreement will be governed by and construed and interpreted in accordance with the internal laws of the State of Nevada, excluding that body of law applicable to conflict of laws.
2. No waiver, amendment or modification of any provision hereof or of any right or remedy hereunder will be effective unless made in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced and this Agreement may only be amended by a writing signed by both parties.  No failure by any party to exercise, and no delay by any party in exercising, any right, power or remedy with respect to the obligations secured hereby will operate as a waiver of any such right, power or remedy.
3. Neither this Agreement nor any right or obligation hereunder may be assigned or delegated by either party without the express prior written consent of the other party or its successors (which consent will not be unreasonably withheld), except for an assignment by either party to another entity acquiring such party through direct acquisition, merger or similar transaction, and which entity has expressly agreed in writing to assume all rights and obligations of such acquired party hereunder, and any purported assignment in derogation of the foregoing shall be without any effect.
4. Pacific Timesheet may issue a press release announcing the relationship with Customer within thirty (30) days of the Effective Date of this Agreement, or when the full system is implemented to the Customer’s satisfaction, whichever time is later.  Additional press releases announcing product availability, to the Customer’s benefit, perhaps to communicate with its own customers about new features and capabilities Pacific Timesheet provides, can be released by both parties subsequent to product implementation, provided, that without the consent of the other party, neither party shall make a public release of specific terms or conditions of this Agreement.
5. In the event of any termination of this Agreement, the provisions of Sections 3, 4, 6, 7, 8 and 10 shall survive, and shall continue to bind the parties.
6. This Agreement will be binding upon and inure to the benefit of the successors and the permitted assigns of the respective parties hereto.
7. Neither party will be liable under this Agreement by reason of any failure or delay in the performance of its obligations under this Agreement (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, floods, storms, explosions, acts of nature, war, governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of such party.
8. The parties agree to execute and deliver any such other further documents and perform any such actions, at the other party's request, as each may reasonably request to further evidence or confirm the rights of each party and any transferees under this Agreement.
9. All notices required by or permitted under this Agreement shall be in writing and shall be deemed given as of the day personally delivered, sent by nationally recognized overnight delivery service, confirmed facsimile, or deposited in the mail, postage pre‑paid, certified or registered, return receipt requested, each such delivery method delivered, sent or addressed as follows, or at such other address or numbers as properly designated from time to time:

Pacific Timesheet

5348 Vegas Drive

Las Vegas, NV 89108

11.1      This Agreement, including Schedules A, B, C, D, E, F and G, constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements or understandings, written or oral, between the parties hereto with respect to the subject matter hereof.

11.2      If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision will be enforced to the maximum extent possible and the remaining provisions of this Agreement will continue in full force and effect to the maximum extent permissible without being impaired or invalidated in any way.

11.3      If any claim or controversy arises between the parties hereto relating to this Agreement, or the breach of this Agreement and any action is taken by one party hereto against the other party hereto, the substantially prevailing party in such action will be entitled to recover from the other the costs and expenses, including reasonable fees of attorneys, accountants and other professionals, incurred in taking or defending such action of such prevailing party.

11.4      Each party warrants that it has full power to enter into and perform this Agreement, and the person signing this Agreement on each party's behalf has been duly authorized and empowered to enter into this Agreement.

11.5      The relationship of the parties hereto is one of contract only, and in no event shall the parties be construed as partners, joint ventures, agents or principals of each other.

11.6      This Agreement may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

11.7      The headings used in this Agreement are for convenience only and shall not be considered part of the Agreement.

            IN WITNESS THEREOF, the parties have executed and sealed this Agreement as of the Effective Date.

PACIFIC TIMESHEET                                                 CUSTOMER

Pacific Timesheet Authorized Representative            Customer name and title           

____________________________________             ____________________________________

Printed name and date                                                  Printed name and date

Schedule A: Services Provided

Key features available with this service:

• Time, expense, work, asset and log tracking and management cloud-based software as a service.
• User access to licensed features using browser-based interfaces on desktop and laptop computers, smart phone and tablets using web-based access, and Apps for mobile and tablet devices.
• Disconnected (offline) computing for users in construction and field service organizations, and other industries using group and individual time, expense, asset, log tracking and management, and other licensed modules.
• Highly configurable data entry forms, sheets and templates for time entries, expense entries, asset entries, production tracking entries
• Highly configurable profiles for major system objects such as employees and resources, groups, crews, projects, jobs, tasks, labor categories, expense items, asset types, log types  etc.
• Payroll integration (one and two way) using various licensed and supported methods from web services to secure file transfers
• Accounting integration (one and two way) using various licensed and supported methods from web services to secure file transfers
• HR integration (one and two way) using various licensed and supported methods from web services to secure file transfers
• ERP integration (one and two way) using various licensed and supported methods from web services to secure file transfers
• Single Sign On Identify Access Management integration with SSO/IAM service providers such as Azure AD, ADFS, Ping Federated, OneLogin, Okta, Oracle Identity Services (IDCS) and others.
• Time Clock integration (Biometric, Proximity, PIN entry, combinations) using web services available upon purchase.
• Interactive Voice Response Phone Time Card integration licensed options.
• Roles-based security permissions security and the ability to create custom roles that extend and restrict access to system object data and various user features
• Configurable policies and rules that automatically process and track overtime, attendance performance, accruals, balances, time entries, expense entries, asset entries, scheduling, time off requests and management.
• Email notifications include employee/supervisor reminders, late notices, late/absence notices, rejection and other notices for various tasks such as time and expense sheet submission, approvals and rejections.
• Flexible approval routing and line item approvals
• Summary level approval
• Group structure and work breakdown structure
• Flexible task-based and user-based pay rate options and billing rate options, policies and rules
• Custom reporting engine
  
  

1)    Integration Services (check one or more as appropriate):

Associated Fees:         See final quote.

Expenses:                    See final quote.

Enhancements:            See final quote.

Professional Services: If applicable, see estimates in Statement of Work (SOW) appendix.

Training:                      See final quote.

Implementation:           See final quote.

Schedule B: Pricing

1)    Initial Implementation and Training Fees.

An implementation fee covers listed in the quote are the costs for the initial configuration and setup of the Customer’s application. Payment of these fees are due and payable upon execution of this Agreement.  Pacific Timesheet staff travel expenses incurred during the delivery of implementation and training services, training materials development are not included in the implementation fee and are detailed in the final quote. Fees enhancement developments are specified separately in the final quote. (See final quote)

2)    Integration Fees.

Integration fees are referenced in the final quote. (See final quote)

3)    Activation Fees.

An Activation Fee might be due to activate the Customer’s account. (Waived)

4)    Service Fees.

In addition to the Initial Implementation Fee, cloud service fees will be charged:

Service Fees shall be paid to Pacific Timesheet in connection with the services described in the final quote.  These fees include application hosting, technical support, customer relationship management, all network and data processing services including backups and disaster recovery. 

5)    Mail Server Fee.

In addition to the Initial Implementation Fee, Activation Fee, and Monthly Service Fee, a Mail Server Fee might be charged for the provision of email notification and reminder services.  (Waived)

6)    Reconnect Fee.

A reconnect fee covers the costs for reconnecting the Cloud service for non-payment.

7)    Late Payment Fee.

A late payment will be charged for any payments received more than 30 days past the invoice date. Late payment fees are detailed in the invoice.

8)    Reconfiguration Fee.

A reconfiguration fee will be charged if the customer’s Cloud system requires major reconfiguration services after the initial setup and configuration, subject to mutual agreement between Pacific Timesheet and the Client.

Schedule C:  Support Levels 

Support

Telephone support, E-mail support, Customer Help Center, Customer Community and where needed, live online meeting support, will be provided to two (2) employees: 1) the Customer Primary Application Administrator and 2) the Customer Secondary Application Administrator, who are designated by the Customer below. Such standard support will be provided during the hours of 6 a.m. to 6 p.m. prevailing Pacific Time Monday through Friday, excluding Pacific Timesheet holidays ("Business Hours"). After hours customer email, phone and case logging are monitored and will be handled within compliance with the terms of Pacific Timesheet’s service level agreement incident level response times.

Customer Application Admin 1: _______________________________________

Customer Application Admin 2: _______________________________________

Each named Customer Application Administrator will be certified through required Admin Training on the Software.  When a new Customer Application Admin is named, it is mandatory that he/she attends meets with the assigned Pacific Timesheet Customer Relationship Manager to review the Customer system setup and receive admin training with 30 days of assuming their duties as a Primary Application Admin.

Schedule D:  Service Level Agreement

Case Resolution and Response Times

Cloud Service Availability Commitment

Cloud Service Availability Commitment Scope:
Pacific Timesheet's Cloud Service Availability Commitment is to limit Customer's unscheduled system unavailability to less than one consecutive hour in any calendar month. We commit to a 99.987% uptime guarantee for our online cloud services delivery.

Scheduled Maintenance Scope:
Scheduled Maintenance shall mean both any maintenance in the Pacific Timesheet data center at which Customer's system is located (a) of which Customer is notified 48 hours in advance, and (b) that is optionally performed during a standard maintenance window between 11 pm and 12 am daily Pacific Time and every Sunday 5 am to 8 am Pacific Time at the data center at which Customer's Server is located and (c) that is performed during a nonstandard maintenance window at a time communicated and agreed to by Customer's designated point of contact. Notice of Scheduled Maintenance will be provided to Customer's designated point of contact by telephone or email.

Service Availability Commitment Process:
If Customer opens a trouble ticket with Pacific Timesheet Customer Support within 5 days of Customer's failure to access Customer's Cloud Service (“System”) and Pacific Timesheet determines in its reasonable commercial judgment that the Cloud Service was unavailable due to a system outage caused solely by the items of the service managed exclusively by Pacific Timesheet and its data centers, that outage will be used to calculate service  unavailability for the remedies provided below. A system shall be deemed to be unavailable if the system is not responding to HTTPS requests issued by Pacific Timesheet's monitoring systems. Pacific Timesheet's records and data shall be the basis for all service availability calculations and determinations. Scheduled maintenance shall not be deemed to be system unavailability. Unavailability of Customer's system due to acts of Customer or its agents, network unavailability outside of the Pacific Timesheet Network or events of force majeure shall not be deemed system unavailability for the purpose of this Commitment.

Service Availability Commitment Remedy:

If Pacific Timesheet determines in its reasonable commercial judgment that Customer's system was unavailable for one or more (but fewer than four) consecutive hours during a calendar month, Pacific Timesheet, upon Customer's request, will credit Customer's account for such month the pro-rated charges for one day's service for that system. Or if Pacific Timesheet so determines that the System was unavailable for four (4) or more consecutive hours during any calendar month, Pacific Timesheet, upon Customer's request, will credit Customer's account for such month for the pro-rated charges for one week's service for that System. Credits will not apply to data transfer charges or to charges for services other than the Monthly Fees for the System for which this Commitment was not met. Customers with multiple systems will not receive credits for unaffected systems. Customer's account shall not be credited more than once per month under this Service Availability Commitment.

Schedule E:  Jurisdiction

UNITED STATES OF AMERICA: General (Section 11.2): The following is added to this section:

U.S. Government Users Restricted Rights - Use, duplication or disclosure restricted by the GSA ADP Schedule Contract with the PACIFIC TIMESHEET Corporation.

Governing Law, Jurisdiction, and Arbitration (Section 6): The phrase "the laws of the country in which You acquired the Program license" in the Governing Law subsection is replaced by the following:

the laws of the State of Nevada, United States of America

Schedule F:

Within the first quarter of using Pacific Timesheet, Client can elect, but is not required, to provide customer reviews of Pacific Timesheet, or to participate in a case study questionnaire on how it is using Pacific Timesheet.

Schedule G: Implementation Statement of Work

See Implementation Statement of Work beginning on next page.Pacific Timesheet agrees to exercise reasonable care and attention, that is in keeping with the industry’s standards of care, in processing Customer’s data, but complete accuracy cannot be guaranteed.  Customer acknowledges that some human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media are inherent in data processing.   Pacific Timesheet will correct, at no charge, any error arising from a malfunction of its equipment or a failure of its Services, or solely from the negligence of its operators.  EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, PACIFIC TIMESHEET SHALL NOT BE LIABLE FOR ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES EXCEPT THOSE CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.