Effective Date: April 2, 2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICE OFFERED BY TIME ENTRY ASSISTANT L.L.C. ("THETA," "WE," OR "US"). BY CREATING AN ACCOUNT, COMPLETING AN ORDER, OR ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU ("YOU" OR "CUSTOMER") AGREE TO BE BOUND BY THESE TERMS (THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO "CUSTOMER" AND "YOU" REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICE IN ANY MANNER.
1.1 Service. Subject to Customer's compliance with this Agreement and payment of applicable Fees, Theta will use commercially reasonable efforts to make its software-as-a-service platform (the "Service") available to Customer. The Service is provided on a subscription basis as described in the applicable order, checkout summary, or published plan description (each, a "Service Description").
1.2 Trials. If Customer accesses the Service on a trial or no-fee basis (a "Trial"), such access is provided on an "as-is" basis without any indemnification, support, warranties, or representations of any kind. Theta may impose additional restrictions or differing terms on Trial access.
1.3 License. Subject to this Agreement, Theta grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for Customer's internal business purposes. Customer shall not use the Service to develop a competing product or service.
1.4 Restrictions. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, structure, or algorithms underlying the Service; (b) copy, modify, or create derivative works of the Service; (c) rent, resell, sublicense, or otherwise make the Service available to any third party; (d) remove or alter any proprietary notices on the Service; (e) use any automated means to access, scrape, or extract data from the Service except through Theta's published interfaces; or (f) use the Service in violation of applicable law.
1.5 Ownership. Theta retains all right, title, and interest in and to the Service, including all software, technology, intellectual property, trademarks, and content used in providing the Service. All rights not expressly granted herein are reserved.
1.6 Feedback. If Customer provides suggestions, comments, or other feedback regarding the Service ("Feedback"), Customer hereby grants Theta a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use such Feedback for any purpose without obligation to Customer.
1.7 Customer Data. Customer retains all right, title, and interest in and to all data, information, and content submitted to or processed by the Service ("Customer Data"), and all time entries, narratives, summaries, and other output generated by the Service for Customer ("Customer Output"). Customer grants Theta a worldwide, royalty-free license to host, store, transfer, process, and display Customer Data and Customer Output solely as necessary to provide, secure, support, and maintain the Service, comply with applicable law, and as otherwise expressly permitted by this Agreement or Customer's documented instructions. References to "Customer Data" in this Agreement include Customer Output unless the context requires otherwise. Theta does not sell Customer Data. The Service processes only the metadata categories described in the Privacy Policy. Email body content, document and file contents, meeting recordings, and call audio are not retained by the Service.
1.8 Usage Data. Theta may collect and use Usage Data for internal analytics, security, capacity planning, and product improvement. Usage Data is always aggregated and de-identified and never identifies Customer or any individual. "Usage Data" means diagnostic, performance, telemetry, and related technical data collected in connection with Customer's use of the Service, provided that such data is in aggregated and de-identified form. Theta will not attempt to re-identify de-identified data. Customer may opt out of product-improvement use at any time by written notice to Theta, after which Theta will cease using Customer's Usage Data for product improvement.
1.9 AI and Model Training. Theta will not use Customer Data or Customer Output to train, fine-tune, or improve any machine-learning model, whether first-party or third-party. Customer Data submitted to AI service providers for processing is governed by contractual terms that prohibit the provider from retaining or training on that data. This restriction does not apply to information obtained independently of the Service. Theta's AI infrastructure provider is identified in the Privacy Policy.
1.10 Customer Representations. Customer represents and warrants that: (a) Customer has all necessary rights and authority to submit Customer Data to the Service; and (b) Customer has obtained any consents, permissions, or approvals required by applicable law or professional obligations in connection with Customer's use of the Service. Customer is responsible for its legal, ethical, and billing decisions, including review and approval of all Customer Output before use. Theta will process Customer Data in accordance with this Agreement and will not knowingly use or disclose Customer Data in a manner inconsistent with the confidentiality obligations herein.
1.11 Privilege Acknowledgment. Theta acknowledges that Customer Data may include confidential, attorney-client privileged, and work-product-protected information. Theta will treat all Customer Data as Customer Confidential Information (as defined in Section 4). If Theta is legally compelled to disclose Customer Data, Theta will, unless prohibited by law, provide prompt notice to Customer and reasonably cooperate with Customer's efforts to seek protective treatment.
1.12 Human Access Limits. Theta personnel will not access or review Customer Data except: (a) as necessary to provide requested support or investigate and resolve errors affecting the Service; (b) to prevent, investigate, or remediate security incidents or service abuse; (c) as required by law; or (d) as expressly authorized by Customer. All such access is limited to the minimum reasonably necessary.
1.13 Data Security. Theta implements and maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including: encryption in transit and at rest, per-organization encryption keys, logical data isolation between organizations, and access controls restricting data access to authorized personnel. No method of transmission or storage is completely secure, and Theta does not guarantee absolute security.
1.14 Data Processing. To the extent Theta processes personal data subject to applicable data protection laws on Customer's behalf, Theta acts as a processor or service provider, as applicable, and will process such data in accordance with this Agreement, the Privacy Policy, and Customer's documented instructions.
2.1 Fees. Customer shall pay the fees set forth in the applicable Service Description (the "Fees"). If a Trial is offered, it converts to a paid subscription on the date indicated unless canceled before the Trial ends.
2.2 Payment. Payments are processed through Theta's third-party payment processor. By completing checkout, Customer authorizes Theta to charge Customer's selected payment method for Fees and applicable taxes.
2.3 No Refunds. All Fees are non-refundable except as required by law. If Customer cancels during a billing cycle, access will terminate with no proration or refund for unused portions. If Theta terminates Customer's account without cause, Customer will receive a prorated refund for prepaid Fees covering the remaining subscription period.
2.4 Fee Changes. Theta may modify Fees upon at least thirty (30) days' prior notice. Continued use after the effective date of a fee change constitutes acceptance. If Customer does not agree to the new Fees, Customer must cancel before the change takes effect.
2.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes, excluding taxes based on Theta's net income. If Theta is required to collect such taxes, they will be invoiced to Customer.
2.6 Confidential Commercial Terms. Non-public pricing, custom discounts, and negotiated commercial terms provided specifically to Customer are Confidential Information (as defined in Section 4) of Theta. Published plan descriptions and publicly posted pricing are not confidential unless expressly marked otherwise.
3.1 Term. This Agreement commences when Customer first accesses the Service and continues until terminated. Each subscription renews automatically at the end of the applicable billing cycle unless Customer cancels before renewal. Cancellation takes effect immediately upon confirmation, and access to the Service will terminate at that time.
3.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Theta may terminate or suspend Customer's access immediately if Customer's use poses a security risk, if Customer becomes insolvent, or if Customer fails to pay Fees when due.
3.3 Effect of Termination. Upon expiration or termination of this Agreement: (a) Customer's right to access the Service ceases, except that Theta will provide a thirty (30) day post-termination window during which Customer may export Customer Data by requesting an export from Theta, which Theta will fulfill in a standard machine-readable format within fifteen (15) business days, unless Theta terminates for Customer's material breach involving fraud, abuse, or security risk; (b) Customer remains liable for all Fees accrued through the effective date of termination; (c) after the export window, Theta will promptly delete Customer Data from production systems and backups and will confirm deletion upon Customer's request, unless retention is required by law, legal hold, or security; and (d) organization encryption keys are disabled after the export window and permanently destroyed promptly thereafter, unless retention is required to comply with a legal hold or applicable law. Sections 1.5, 1.6, 1.7, 1.8, 1.9, 1.10, 1.11, 1.12, 1.13, 1.14, 2.3, 2.5, 2.6, 3.3, 4, 5.2, 5.3, 6, 7, 8, and 9 survive termination.
4.1 Confidential Information. Each party ("Receiving Party") may receive Confidential Information from the other party ("Disclosing Party"). The Receiving Party will: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors, and subprocessors who need to know it and who are bound by written confidentiality obligations no less protective than those in this Agreement. Customer Data is Customer's Confidential Information. The Service, non-public pricing, and security-related information are Theta's Confidential Information. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the Receiving Party without restriction prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.
4.2 Compelled Disclosure. If either party is legally compelled to disclose the other party's Confidential Information, it will, to the extent legally permitted, provide prompt written notice and reasonably cooperate with the Disclosing Party's efforts to seek protective treatment or limit the scope of disclosure.
4.3 Security Incident Notification. In the event of a confirmed security incident involving unauthorized access to or acquisition of Customer Data, Theta will notify Customer without unreasonable delay after confirmation and provide information reasonably necessary for Customer to assess the impact and fulfill any notification obligations. Theta will provide status updates as material information becomes available.
5.1 Performance Warranty. Theta warrants that the Service, when used in accordance with this Agreement, will perform in all material respects as described in the applicable Service Description during the Term. Customer's sole remedy for a breach of this warranty is prompt correction of the non-conformance. If Theta is unable to correct the non-conformance within a reasonable time, Customer may terminate the affected Service and receive a prorated refund of prepaid Fees for the remaining subscription period.
5.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THETA DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THETA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
5.3 Output Accuracy. CUSTOMER ACKNOWLEDGES THAT THE SERVICE GENERATES OUTPUT USING ARTIFICIAL INTELLIGENCE AND THAT SUCH OUTPUT MAY NOT BE ACCURATE, COMPLETE, OR APPROPRIATE. CUSTOMER IS RESPONSIBLE FOR REVIEWING, VERIFYING, AND APPROVING ALL OUTPUT BEFORE USE. THE SERVICE DOES NOT CONSTITUTE LEGAL ADVICE AND DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. THETA DISCLAIMS ALL LIABILITY FOR CONSEQUENCES ARISING FROM CUSTOMER'S USE OF OR RELIANCE ON ANY OUTPUT WITHOUT INDEPENDENT REVIEW.
6.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO THETA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).
6.3 Excluded Claims. "Excluded Claims" means: (a) Customer's payment obligations under this Agreement; (b) either party's breach of Section 4 (Confidentiality); (c) either party's indemnification obligations under Section 7; (d) Customer's violation of Theta's intellectual property rights or the restrictions in Section 1.4; (e) fraud, willful misconduct, or gross negligence; and (f) liabilities that cannot be limited under applicable law.
6.4 Basis of the Bargain. THE PARTIES ACKNOWLEDGE THAT THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 6 ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE FEES REFLECT THIS ALLOCATION OF RISK.
7.1 Theta Indemnification. Theta will defend Customer against any third-party claim alleging that the Service, when used by Customer in accordance with this Agreement, directly infringes that third party's United States intellectual property rights, and will pay any damages finally awarded or settlement amounts approved by Theta. Theta has no obligation under this Section to the extent the claim arises from: (a) Customer Data; (b) Customer's combination of the Service with products, services, or data not provided by Theta; (c) modifications not made or authorized by Theta; or (d) Customer's use of the Service in breach of this Agreement.
7.2 Mitigation. If the Service becomes, or in Theta's reasonable opinion is likely to become, subject to an infringement claim, Theta may at its option: (a) modify the Service so it becomes non-infringing; (b) obtain the right for Customer to continue using the Service; or (c) terminate the affected Service and refund any prepaid, unused Fees for the terminated portion.
7.3 Customer Indemnification. Customer will defend, indemnify, and hold harmless Theta and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, to the extent such claim does not arise from Theta's breach of this Agreement, negligence, or willful misconduct; (b) Customer's breach of this Agreement; or (c) Customer's violation of applicable law or third-party rights.
7.4 Procedure. The indemnified party will promptly notify the indemnifying party of any claim and reasonably cooperate in the defense. The indemnifying party will have sole control of the defense and settlement, except that no settlement may admit fault or impose obligations on the indemnified party without that party's prior written consent.
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
8.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service ("Dispute") shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator. If AAA is unavailable, the parties shall agree on an alternative provider or default to JAMS. The arbitrator may award any relief that a court of competent jurisdiction could award, and the arbitral decision may be entered as a judgment in any court of competent jurisdiction.
8.3 Class Action Waiver. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. CUSTOMER AND THETA EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. THE ARBITRATOR SHALL NOT HAVE AUTHORITY TO CONDUCT ANY FORM OF CLASS OR COLLECTIVE PROCEEDING.
8.4 Jury Waiver. TO THE EXTENT ANY DISPUTE IS DETERMINED BY A COURT NOT TO BE SUBJECT TO ARBITRATION, CUSTOMER AND THETA EACH WAIVE ANY RIGHT TO A JURY TRIAL.
8.5 Exceptions. Either party may bring an individual action in small claims court if the claim is within that court's jurisdiction. Either party may seek injunctive relief in court for intellectual property infringement or unauthorized use of the Service.
8.6 Opt-Out. Customer may opt out of the arbitration agreement and class action waiver within thirty (30) days of first agreeing to this Agreement by sending written notice to support@timeentryassistant.com with Customer's name, account email, and a clear statement of intent to opt out. If Customer opts out, or if the arbitration agreement is deemed unenforceable, Disputes shall be resolved exclusively in the state or federal courts located in Illinois, and Customer consents to personal jurisdiction therein.
8.7 Informal Resolution. Before initiating arbitration, the complaining party shall attempt to resolve the Dispute informally by contacting the other party. If the Dispute is not resolved within thirty (30) days, either party may proceed to arbitration. Filing fees shall be borne by the initiating party, subject to reallocation by the arbitrator in the final award.
8.8 Severability of Arbitration Clause. If any portion of this Section 8, other than Section 8.3, is found unenforceable, that portion shall be severed and the remainder enforced. If Section 8.3 is found unenforceable, the entirety of the arbitration agreement shall be void and Disputes shall proceed in court, with the jury waiver in Section 8.4 remaining in effect. This Section 8 survives termination of this Agreement.
9.1 Entire Agreement. This Agreement, together with the Privacy Policy and any Service Description, constitutes the entire agreement between Customer and Theta regarding the Service and supersedes all prior agreements and understandings.
9.2 Amendments. Theta may update this Agreement from time to time. Material changes will be communicated by email or notice within the Service at least thirty (30) days before they take effect. No material change will apply during a then-current paid subscription term without Customer's affirmative consent, unless the change is required by law or necessary to address a security issue. Non-material changes (such as clarifications or formatting updates) may take effect upon posting.
9.3 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.
9.4 No Waiver. Theta's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision. Any waiver must be in writing and signed by an authorized representative of Theta.
9.5 Assignment. Customer may not assign or transfer this Agreement without Theta's prior written consent. Theta may assign this Agreement in connection with a merger, acquisition, or sale of assets, provided that any assignee shall be bound by obligations no less protective than those in this Agreement and the Privacy Policy.
9.6 No Agency. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship. Customer has no authority to bind Theta.
9.7 Force Majeure. Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, Internet outages, or government action. Customer remains liable for payment obligations for Service already rendered.
9.8 Publicity. Neither party may use the other party's name, logo, trademarks, or service marks in any press release, marketing material, or public customer list without the other party's prior written consent.
9.9 Contact. Notices and questions regarding this Agreement should be directed to support@timeentryassistant.com.