Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a binding legal agreement between TimeLeaf, Inc. ("TimeLeaf," "we," "us," or "our") and you, individually or on behalf of the organization you represent ("Customer," "you," or "your"). By accessing, registering for, installing, downloading, or using the TimeLeaf platform or any related products, websites, applications, APIs, or services (collectively, the "Service"), you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

If you accept these Terms on behalf of an organization, you represent and warrant that you (a) are at least 18 years of age, (b) have the legal capacity and authority to bind that organization, and (c) are not barred from receiving the Service under applicable law. If you do not have such authority or do not agree to these Terms, you must not access or use the Service.

Your acceptance of these Terms is recorded electronically and constitutes a valid electronic signature under applicable e-signature laws (including the U.S. ESIGN Act).

2. Definitions

• "Authorized User" means any individual (including any of your employees, contractors, or agents) that you permit to access or use the Service.
• "Customer Data" or "Your Data" means data, content, files, and information that you or your Authorized Users submit to or generate within the Service.
• "Documentation" means our then-current published user guides, help articles, API references, and other technical documentation for the Service.
• "Order" means an electronic checkout flow, online order form, signed quote, or other written agreement under which you subscribe to the Service.
• "Service" has the meaning in Section 1.
• "Subscription Term" means the term during which you are entitled to access the Service as set forth in your Order.
• "Third-Party Service" means any third-party product, service, application, or integration not provided by TimeLeaf.

3. Description of Service

TimeLeaf provides a cloud-based workforce management platform that may include time-off management, approvals, policies, timekeeping, scheduling, overtime opportunity broadcasting, notifications, and related functions. The features available to you depend on your subscription plan and Order.

We may, at our sole discretion, modify, enhance, suspend, or discontinue all or any portion of the Service at any time. We will use commercially reasonable efforts to provide notice of any material reduction in functionality during a paid Subscription Term. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service or any feature thereof.

4. Account Registration and Security

To access the Service you must register for an account and provide accurate, current, and complete information. You agree to keep your account information up to date. You are solely responsible for (a) maintaining the confidentiality of your account credentials, (b) all activities that occur under your account, and (c) any acts or omissions of your Authorized Users.

You must notify us promptly at [email protected] of any actual or suspected unauthorized use of your account, breach of security, loss of credentials, or any other event affecting the security or integrity of the Service. You are liable for any losses arising from a failure to provide such notice.

5. Customer Obligations and Responsibilities

You represent, warrant, and covenant that you and your Authorized Users will:

• Use the Service only for lawful business purposes and in compliance with all applicable laws and regulations, including without limitation labor laws, wage-and-hour laws, collective bargaining agreements, immigration laws, privacy laws (including the GDPR, CCPA/CPRA, and applicable U.S. state privacy laws), telecommunications laws (including the TCPA and CTIA guidelines), and the laws of the country, state, and locality in which your Authorized Users reside or work.
• Obtain and maintain all necessary rights, consents, authorizations, and notices required to (a) provide Customer Data to us, (b) authorize us to process such data on your behalf, and (c) send notifications to your Authorized Users on the channels you select, including SMS, email, push, and in-app notifications.
• Specifically with respect to SMS: ensure that every Authorized User to whom an SMS is sent has provided valid, prior, express opt-in consent to receive such messages, in compliance with the TCPA, CTIA Messaging Principles and Best Practices, and any applicable state laws. You are solely responsible for the lawfulness of your distribution decisions and the truthfulness of the records of opt-in we collect through the Service.
• Make all employment, scheduling, overtime distribution, disciplinary, and compensation decisions yourself. The Service is a tool that helps you record, distribute, and audit these decisions; TimeLeaf does not make any employment decision, exercise discretion over your workforce, or act as a joint employer.
• Not use the Service to send unsolicited marketing or promotional communications, spam, content prohibited by carrier rules (including SHAFT content — sex, hate, alcohol, firearms, tobacco — except where expressly permitted), or any messages in violation of applicable law.
• Maintain accurate records of opt-in and opt-out events for the Authorized Users you onboard, and reasonably cooperate with us in carrier compliance audits.
• Be solely responsible for the conduct of your Authorized Users and any Customer Data they submit, and for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual-property ownership of all Customer Data.
• Indemnify and hold us harmless for breaches of this Section 5 in accordance with Section 17.

If we reasonably believe you are in violation of this Section 5, we may suspend the Service or any feature thereof immediately and without prior notice, in addition to all other remedies available to us.

6. Subscription Plans, Billing, and Taxes

The Service is offered under various subscription plans set forth in your Order or on our website at the time of purchase. By placing an Order or selecting a plan, you agree to pay all applicable fees. All fees are quoted and payable in U.S. Dollars unless we expressly agree otherwise in writing.

• Free trials. Free trials may be offered at our discretion and are subject to the terms specified at the time of signup. Trials may require a valid credit card; if not cancelled before the trial period ends, your subscription will automatically convert to a paid plan at the then-current price.
• Per-employee fees. Each plan includes a base number of employees or seats. Additional employees beyond the base are billed at the per-employee rate set out in your Order or in the published price list at the time of purchase.
• Pre-payment. Fees are billed in advance on a monthly or annual basis according to your billing cycle. Annual billing may receive a discount as displayed at the time of purchase.
• Auto-renewal. Subscriptions renew automatically at the end of each Subscription Term at the then-current published price unless cancelled in your account settings or by written notice to [email protected] at least seven (7) days before the renewal date.
• No refunds. Except where prohibited by law, all fees are non-refundable. Upon cancellation you retain access to the Service through the end of the then-current billing period; no refunds, prorations, or credits are issued for partial periods, unused features, or downgrades. Your committed spend influences our infrastructure provisioning, support capacity, and customer success resources.
• Upgrades and downgrades. You may upgrade your plan at any time, with the additional fees prorated to the next billing cycle. Downgrades take effect at the start of the next billing cycle.
• Usage charges and overages. Usage-based charges (including SMS pass-through, overage fees beyond your bundle, and any optional add-on services) accrue in real time and are billed in arrears with the next invoice. You authorize us to charge your payment method for all such amounts.
• Taxes. All fees are exclusive of all taxes, levies, duties, and assessments, including without limitation sales, use, value-added, goods-and-services, and withholding taxes (collectively, "Taxes"). You are responsible for all Taxes, except for taxes based on our net income. If we are required to collect Taxes, they will be added to your invoice.
• Late payments. Any amount not paid when due will accrue interest at the lower of (a) 1.5% per month (18% per annum) and (b) the maximum rate permitted by applicable law, calculated daily from the due date until paid in full. You will reimburse us for all reasonable costs of collection (including attorneys' fees).
• Suspension for non-payment. If any amount is more than ten (10) days overdue, we may suspend the Service without prior notice, in addition to our other remedies. Suspension does not relieve you of your obligation to pay all amounts owed.
• Disputes. You must dispute any invoice in writing within thirty (30) days of the invoice date or you waive any right to dispute it.
• Pricing changes. We may change pricing at any time, with at least thirty (30) days' advance notice for existing subscribers. Price changes take effect at your next renewal.

7. Acceptable Use

You and your Authorized Users will not, and will not permit any third party to:

• Use the Service for any unlawful, fraudulent, deceptive, harmful, defamatory, abusive, threatening, harassing, obscene, infringing, or otherwise objectionable purpose;
• Violate any applicable law or regulation, including labor, privacy, anti-spam, telecommunications (TCPA, CAN-SPAM, CTIA), export control, sanctions, or intellectual property laws;
• Send unsolicited or unauthorized SMS, email, push, or other communications, or any communications in violation of carrier rules, the TCPA, the CTIA Messaging Principles and Best Practices, or 10DLC campaign restrictions;
• Attempt to gain unauthorized access to the Service, any other account, or any related systems, networks, or data;
• Probe, scan, or test the vulnerability of the Service or breach any security or authentication measures;
• Interfere with or disrupt the integrity or performance of the Service, including overloading, flooding, denial-of-service attacks, or any other interference;
• Upload, transmit, or distribute viruses, worms, malware, ransomware, time bombs, trojans, or other harmful code;
• Use the Service to store or transmit content that infringes any third-party intellectual property right or violates any third-party right of privacy or publicity;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Service, except to the extent such restriction is prohibited by law;
• Copy, modify, translate, adapt, or create derivative works of the Service or Documentation;
• Sublicense, sell, resell, rent, lease, transfer, distribute, time-share, or use the Service to operate a service bureau or for any purpose for which you are not authorized under your Order;
• Remove, obscure, or alter any proprietary notices, labels, or marks on or in the Service;
• Use the Service to benchmark, build, or assist in building a competitive product or service, or to copy any feature, function, or graphic of the Service;
• Use any robot, spider, scraper, or other automated means to access the Service, except for our publicly documented APIs as expressly permitted; or
• Use the Service in any way that could damage, disable, overburden, or impair our systems or interfere with any other party's use of the Service.

We may suspend or terminate your access to the Service immediately and without prior notice if we reasonably believe you have violated this Section 7, in addition to any other remedies available to us at law or in equity.

8. Data Ownership and Privacy

You retain all rights, title, and interest in and to Customer Data. We do not claim any ownership of Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, analyze, modify, and otherwise use Customer Data solely as necessary to (a) provide, secure, and improve the Service, (b) prevent or address technical or security issues, (c) comply with law or a valid legal request, and (d) generate aggregated, anonymized, or de-identified data and statistics that do not identify you or any individual, which we may use and disclose for any lawful purpose.

Our processing of personal data within Customer Data is governed by our Privacy Policy and, where applicable, our Data Processing Addendum (available upon request).

You are solely responsible for the accuracy, quality, legality, integrity, and lawful basis for the Customer Data you submit, including ensuring you have all necessary rights and consents to provide it to us.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential. Our Confidential Information includes the Service, the Documentation, our pricing, security measures, product plans, and any non-public technical or business information.

The Receiving Party will (a) use the same degree of care to protect the Disclosing Party's Confidential Information as it uses for its own (and not less than reasonable care), (b) use Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms, and (c) not disclose Confidential Information to any third party other than its employees, contractors, advisors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.

Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms, (b) was rightfully known to the Receiving Party without restriction before disclosure, (c) was rightfully obtained from a third party not subject to a confidentiality obligation, or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party prompt notice (where lawful) and reasonable cooperation with any effort to seek a protective order or contest the disclosure.

10. Intellectual Property

The Service, the Documentation, and all underlying software, technology, content, designs, structures, sequences, organizations, look-and-feel, trademarks, service marks, logos, and trade names (excluding Customer Data) are and will remain the sole and exclusive property of TimeLeaf and its licensors, and are protected by U.S. and international intellectual property laws.

Subject to your compliance with these Terms and timely payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term solely for your internal business purposes and in accordance with the Documentation.

Feedback. If you provide us with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, publish, distribute, sublicense, and otherwise exploit such Feedback for any purpose, without any obligation to you. Feedback is provided as-is and at your discretion.

All rights not expressly granted in these Terms are reserved by TimeLeaf and its licensors.

11. Third-Party Services

The Service may interoperate with, link to, or rely upon Third-Party Services (including without limitation Twilio for SMS delivery, Stripe for payment processing, Resend or other providers for email, Google Workspace, Microsoft 365, Slack, and various calendar, payroll, and HRIS systems). Your use of any Third-Party Service is subject to the Third-Party Service's own terms and privacy policies, which you are responsible for reviewing.

We do not control any Third-Party Service. We are not responsible for and disclaim all liability arising from the acts, omissions, performance, availability, security, or content of any Third-Party Service, or for any modification, interruption, suspension, or termination of any Third-Party Service. Any use of a Third-Party Service is at your own risk.

If a Third-Party Service ceases to make its functionality available on commercially reasonable terms, we may discontinue any related feature without liability or obligation to refund any fees.

12. Service Availability; No Service Level Agreement

We strive to make the Service available on a continuous basis but we do not guarantee any specific level of availability or uptime. Unless we have separately signed a written service level agreement with you, the Service is provided on an "as available" basis without any uptime, response-time, or performance commitments.

We may perform scheduled maintenance, emergency maintenance, upgrades, and patches at any time, with or without notice. We may also throttle, suspend, or otherwise limit the Service if we reasonably believe doing so is necessary to protect the Service, our customers, or third parties. We are not liable for any downtime, delay, error, interruption, loss of data, or other failure of the Service.

13. Beta and Experimental Features

From time to time we may offer features or services labeled as "beta," "preview," "early access," or similar ("Beta Features"). Beta Features are provided AS IS, without any warranty or commitment of any kind, and may be modified, suspended, or discontinued at any time without notice. We are not liable for any harm or damages arising from your use of Beta Features. We may collect usage data and feedback regarding Beta Features more extensively than for the rest of the Service.

14. Compliance, Audit, and Reporting Tools

The Service includes audit logs, compliance exports, and reporting tools (including for overtime distribution and union compliance). These tools are provided as informational records of activity within the Service. They are not legal advice, an opinion on legal compliance, or a guarantee that any particular standard, contract, regulation, or collective bargaining agreement has been satisfied. You are solely responsible for evaluating whether the activity recorded by the Service satisfies your legal and contractual obligations and for making all related employment, labor, and regulatory decisions.

15. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service, the Documentation, and all related materials and content are provided "AS IS" and "AS AVAILABLE," with all faults and without warranty of any kind. TimeLeaf and its affiliates, licensors, and suppliers expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, system integration, quiet enjoyment, and any warranties arising out of course of dealing, course of performance, or trade usage.

Without limiting the foregoing, TimeLeaf does not warrant that (a) the Service will meet your requirements or expectations, (b) the Service will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components, (c) any defects in the Service will be corrected, (d) any data, information, results, or output obtained from the Service will be accurate, complete, reliable, or current, or (e) the Service will satisfy any law, regulation, contract, collective bargaining agreement, or other obligation applicable to you.

You assume all risk of using the Service and rely on it at your sole discretion and risk. Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions the foregoing exclusions apply to the maximum extent permitted by law.

16. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall TimeLeaf, its affiliates, licensors, suppliers, officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, anticipated savings, goodwill, reputation, customers, opportunities, or data, even if advised of the possibility of such damages and regardless of the theory of liability (whether in contract, tort (including negligence), strict liability, statute, or otherwise).

To the maximum extent permitted by applicable law, the aggregate liability of TimeLeaf and its affiliates, licensors, suppliers, officers, directors, employees, and agents arising out of or relating to the Service, these Terms, or any Order, regardless of the form of action, will not exceed the lesser of (a) the total fees actually paid by you to TimeLeaf for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

The limitations and exclusions in this Section 16 apply to all claims, however arising, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, statutory or regulatory liability, and any other tort or theory. The parties acknowledge that these limitations are an essential basis of the bargain between them and that fees would be substantially higher absent such limitations.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions our liability is limited to the maximum extent permitted by law.

17. Indemnification

By you. You will defend, indemnify, and hold harmless TimeLeaf and its affiliates and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all third-party claims, demands, actions, proceedings, suits, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to: (a) your or any Authorized User's use of or inability to use the Service; (b) your or any Authorized User's breach of these Terms (including the representations and warranties in Section 5 and the Acceptable Use restrictions in Section 7); (c) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party right; (d) any claim by any of your Authorized Users (including any of your employees, contractors, or applicants) arising from or relating to your use of the Service, including any employment, labor, wage-and-hour, discrimination, scheduling, overtime distribution, union, or collective bargaining claim; (e) any claim arising from your sending of SMS, email, push, or other communications through the Service in violation of applicable law (including the TCPA), CTIA guidelines, carrier rules, or required opt-in consents; and (f) your violation of any applicable law or regulation, including any privacy, employment, or telecommunications law.

By us. We will defend you against any third-party claim alleging that the Service, when used by you in accordance with these Terms and the Documentation, infringes a valid U.S. patent, copyright, or trademark of such third party, and we will pay the damages finally awarded against you by a court of competent jurisdiction or paid in settlement we approve in writing. The foregoing obligation does not apply to any claim arising from (i) Customer Data, (ii) any modification to the Service not made by us, (iii) combination of the Service with any product, service, software, or data not provided by us, (iv) use of the Service after we have notified you to discontinue use due to such a claim, or (v) your breach of these Terms. If we believe the Service may be subject to an infringement claim, we may, at our option and expense, (1) procure for you the right to continue using the Service, (2) modify the Service so that it is non-infringing, or (3) terminate your subscription and refund any prepaid, unused fees for the remainder of the then-current term.

The indemnified party will (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided no settlement may admit fault or impose obligations on the indemnified party without consent), and (c) provide reasonable cooperation at the indemnifying party's expense. The provisions of this Section 17 set forth the indemnifying party's sole liability and the indemnified party's exclusive remedy for any third-party infringement claim.

18. Term, Suspension, and Termination

Term. These Terms commence when you first accept them or use the Service and continue for the duration of each Subscription Term and any renewals.

Termination for convenience. You may terminate by cancelling your subscription as set forth in Section 6 or your Order. Termination by you for convenience does not entitle you to any refund.

Termination for cause. Either party may terminate these Terms immediately by written notice if the other party (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice (or, in the case of non-payment, ten (10) days), or (b) becomes insolvent, ceases operations, is the subject of a petition in bankruptcy or other similar proceeding, or makes an assignment for the benefit of creditors.

Suspension. We may suspend your access to all or part of the Service immediately and without prior notice if we reasonably believe (a) you are in material breach of these Terms (including non-payment); (b) your use of the Service poses a security, legal, or operational risk to us, our customers, or third parties; (c) it is required by law or by a Third-Party Service provider; or (d) it is necessary to prevent fraud, abuse, or carrier penalties.

Effect of termination. Upon any termination or expiration: (a) your right to access and use the Service immediately ceases; (b) any amounts owed are immediately due and payable; (c) you may request an export of Customer Data in our standard export format within thirty (30) days, after which we may delete Customer Data in accordance with our retention policies; and (d) all provisions which by their nature should survive (including Sections 5, 6, 8, 9, 10, 14, 15, 16, 17, 19, 20, 21, 22, 23, and 26) will survive termination.

19. SMS Messaging

If you opt in to SMS notifications, the following terms apply in addition to those in our Privacy Policy, Section 12 (SMS Communications).

• Opt-in required. SMS is off by default and requires you to provide and verify a mobile phone number through the TimeLeaf application before any message is sent to you.
• Transactional use only. SMS messages from TimeLeaf are limited to overtime opportunity offers, acceptance and decline confirmations, broadcast resolution outcomes, and related workforce notifications. We do not send marketing or promotional SMS.
• Opt-out at any time. Reply STOP to any message to unsubscribe. You will receive a final confirmation, after which no further SMS will be sent. Reply HELP for assistance, or contact [email protected].
• Message and data rates may apply. Carrier charges from your mobile plan are your responsibility. TimeLeaf does not charge you to receive SMS.
• Frequency varies. Message frequency depends on how often your employer posts overtime opportunities you are eligible for.
• No third-party sharing. Your mobile phone number and opt-in information are never sold, rented, or shared with third parties for marketing. We disclose your number only to our SMS delivery provider as strictly required to transmit the messages you opted in to receive.
• Delivery is not guaranteed. Carriers are not liable for delayed or undelivered messages. We rely on third-party providers and your mobile carrier; we cannot guarantee that every message will be delivered.
• U.S. only at launch. SMS is currently supported for U.S. mobile numbers.

20. Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riot, civil unrest, government action, sanctions, embargoes, public health emergencies, epidemics or pandemics, labor disputes or strikes, fire, flood, earthquake, power or telecommunications failures, internet or hosting-provider outages, denial-of-service attacks, third-party service interruptions (including any Third-Party Service), or any other event beyond reasonable control (each, a "Force Majeure Event"). The affected party will use reasonable efforts to mitigate the impact of the Force Majeure Event.

21. Export Control and Sanctions

You represent that you and your Authorized Users (a) are not located in, or organized under the laws of, any country or region subject to comprehensive U.S. sanctions or trade embargoes, (b) are not on the U.S. Specially Designated Nationals (SDN) list or any other restricted-party list maintained by any U.S., U.K., E.U., U.N., or other applicable government authority, and (c) will not use, export, re-export, or transfer the Service in violation of any applicable export control or sanctions law. We may suspend or terminate your access to the Service immediately if we reasonably believe you are in violation of this Section.

22. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights, including a waiver of your right to a jury trial and to participate in a class action.

22.1 Informal resolution. Before initiating any formal dispute, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service through informal negotiation. The party initiating the dispute will send written notice to [email protected] describing the dispute and the requested relief. The parties will negotiate in good faith for at least sixty (60) days before initiating arbitration.

22.2 Binding arbitration. Except as set forth in Section 22.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved through informal negotiation will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single neutral arbitrator. The seat and legal place of arbitration will be Wilmington, Delaware, U.S.A., and the language of the arbitration will be English. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22.3 Class action waiver. The parties agree that all claims and disputes will be brought in their individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable as to any claim, that claim will be severed and litigated in court, while all other claims will proceed in arbitration.

22.4 Jury trial waiver. Each party waives any right to a jury trial in any proceeding arising out of or relating to these Terms.

22.5 Exceptions. Notwithstanding the foregoing, either party may (a) bring a claim for injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, (b) bring a claim of $10,000 or less in a small-claims court of competent jurisdiction, and (c) seek to enforce any arbitration award in any court of competent jurisdiction.

22.6 Costs. Each party will bear its own attorneys' fees and costs in arbitration, except as otherwise required by law or awarded by the arbitrator.

22.7 Time to file. Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the cause of action arose; otherwise, the claim is permanently barred.

23. Governing Law and Venue

These Terms and any dispute arising out of or relating to them are governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict of law principles. Subject to Section 22, the exclusive venue for any judicial action permitted under these Terms is the state and federal courts located in the State of Delaware, and the parties consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

24. Changes to These Terms

We may update these Terms from time to time. We will provide notice of material changes by email or through the Service at least thirty (30) days before they take effect. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and terminate your subscription as set forth in Section 18.

25. Notices

We may provide notices to you by posting them within the Service, sending email to the address associated with your account, or any other reasonable means. You consent to receive electronic communications from us, which satisfy any legal requirement that such communications be in writing. You must send legal notices to TimeLeaf to [email protected]. Notices are deemed delivered (a) upon receipt for email and (b) upon posting for in-Service notices.

26. General Provisions

• Entire agreement. These Terms (including any Order, the Privacy Policy, and any policies referenced herein) constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings, written or oral. Any pre-printed terms in any purchase order or similar document issued by you are expressly rejected and have no effect.
• Order of precedence. In the event of a conflict between these Terms and any Order, these Terms control unless the Order expressly references and amends a specific provision of these Terms.
• Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
• Waiver. No failure or delay by either party in exercising any right under these Terms is a waiver of that right. Any waiver must be in writing and signed by the waiving party.
• Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this provision is void. We may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law without your consent. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
• No third-party beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. No third party (including any Authorized User) has any right or remedy under these Terms.
• Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.
• U.S. Government end users. The Service is "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. § 12.212 and § 227.7202. U.S. Government end users acquire the Service with only those rights set forth herein.
• Headings. Headings are for convenience only and do not affect interpretation.
• Counterparts; electronic signatures. These Terms may be accepted by electronic means, and any acceptance has the same force and effect as a handwritten signature.
• Construction. The words "include," "includes," and "including" are deemed to be followed by "without limitation." These Terms will not be construed against the drafter.

27. Contact

If you have any questions about these Terms, please contact us at:

• Legal: [email protected]
• Billing: [email protected]
• Security: [email protected]
• Support: [email protected]