Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("Customer", "you") and 12PM d.o.o., a company organized under the laws of Croatia ("TimeCardCruncher", "we", "us"), governing your access to and use of the TimeCardCruncher service, including the website, APIs, and related software (collectively, the "Service").

12PM d.o.o. is also referred to as "Processor" in these Terms where the context concerns the processing of personal data. By creating an account, generating an API key, or otherwise accessing the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, in which case "you" and "Customer" refer to that entity.

1. The Service

TimeCardCruncher is a back-office processing service for staffing agencies and similar businesses. The Service ingests timecard data submitted by Customer, classifies hours according to configurable overtime rules (including U.S. federal and selected U.S. state presets), generates invoices in PDF form, and stores related records on Customer's behalf.

The Service does not collect timecards directly from end workers and does not function as a timekeeping or payroll system of record. Customer is solely responsible for the accuracy, completeness, and lawfulness of all timecard data submitted to the Service.

The Service is a back-office computational tool. Processor does not direct, supervise, hire, fire, schedule, discipline, train, evaluate, or set wages, benefits, or working conditions for any worker of Customer. Processor does not control the means or manner of work performed by any worker of Customer. Customer retains sole and exclusive control over the employment relationship with its workers, including all decisions regarding hiring, firing, scheduling, supervision, discipline, training, wage rates, classification (including employee vs. independent contractor classification), and all other terms and conditions of employment. Nothing in these Terms or in the operation of the Service creates, or shall be construed to create, a joint employer, joint venture, partnership, agency, or other employment relationship between Processor and Customer, or between Processor and any worker, contractor, client, or other person engaged by Customer.

2. Accounts and API Keys

Access to the Service requires an account and one or more API keys. You are responsible for safeguarding your credentials and API keys, and for all activity that occurs under your account, whether authorized by you or not. You must notify us promptly at [email protected] if you suspect any unauthorized use.

We may suspend or revoke API keys or accounts that we reasonably believe are being used in violation of these Terms or in a manner that threatens the security or integrity of the Service.

3. Eligibility and Geographic Scope

The Service is designed for, and offered only to, businesses that are established and operating in the United States and whose use of the Service relates to U.S.-based payroll, timekeeping, and invoicing operations. The Service is not designed or intended for use by persons or businesses located in the European Economic Area ("EEA"), the United Kingdom, or Switzerland, or for the processing of personal data subject to the EU General Data Protection Regulation ("GDPR"), the UK GDPR, or equivalent laws. Access to the Service is technically restricted by network-level controls and is not available from the European Economic Area, the United Kingdom, or Switzerland.

By registering for or using the Service, Customer represents and warrants that: (a) Customer is a business established and operating in the United States; (b) Customer's use of the Service relates to its U.S. operations; and (c) Customer will not submit to the Service personal data of individuals located in the EEA, the United Kingdom, or Switzerland, or any other personal data the processing of which is subject to GDPR, UK GDPR, or equivalent laws, without our prior written agreement.

A breach of this Section 3 is a material breach of these Terms. We may, in addition to any other remedy, immediately suspend or terminate Customer's account and delete any Customer Data submitted in violation of this Section, without liability to Customer.

Customer is solely responsible for ensuring that its use of the Service complies with applicable law in its own jurisdiction, including any data protection, employment, wage-and-hour, and tax laws to which Customer is subject.

4. Customer Data

"Customer Data" means all data, including timecard records and related personal information about Customer's employees or contingent workers, that Customer submits to the Service.

As between the parties, Customer Data is and remains the property of Customer. You grant us a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as needed to provide and support the Service, to comply with law, and to protect the security and integrity of the Service.

Where Customer Data includes personal data, the Data Processing Addendum ("DPA") available at /dpa is incorporated into these Terms by reference and governs our processing of that personal data.

5. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Service in violation of any applicable law, including wage-and-hour, tax, employment, or data protection laws;
• submit data you do not have the legal right to submit, or that infringes the rights of any third party;
• attempt to access, probe, or test the vulnerability of the Service or any related infrastructure except as expressly authorized by us in writing;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
• use the Service to build a competing product or to benchmark the Service for that purpose;
• exceed published rate limits or batch size limits, or otherwise interfere with the operation of the Service.

6. Fees, Pricing Model, and Conversion to a Paid Service

6.1 Service Currently Provided Free of Charge

The Service is currently made available to Customer at no charge ("Free Service"). The Free Service is provided on the terms in these Terms generally and on the additional terms set out in this Section 6 and in Section 9 (Warranties and Disclaimers).

We may impose reasonable usage limits on the Free Service — including caps on the number of batches, timecards, invoices, API requests, storage volume, or concurrent users per Customer per month — and may rate-limit, throttle, suspend, or modify any feature of the Free Service in our sole discretion, with or without notice, without liability to Customer.

No fees are due from Customer while the Service is offered as a Free Service. References in other sections of these Terms to "fees paid or payable", "amounts owed for fees", or similar terms apply only to amounts (if any) owed under a paid plan in effect after the Conversion Date defined below.

6.2 Right to Convert to a Paid Service; 30-Day Conversion Notice

We reserve the right, in our sole discretion, to convert the Service from a Free Service to a paid service at any time after providing Customer with no less than thirty (30) days' prior written notice (the "Conversion Notice"). The Conversion Notice will: (a) be sent to the registered administrator email address on Customer's account and will also be displayed in-product to authenticated users; (b) state the effective date on which the Service will cease to be available free of charge (the "Conversion Date"); (c) describe the available paid plans, the published pricing, and the usage limits applicable to each plan; (d) describe how Customer may export or delete its data before the Conversion Date; and (e) include a conspicuous statement that Customer will not be charged absent Customer's affirmative selection of a paid plan, provision of payment information, and authorization to charge, in substantially the form set out in Section 6.4.

The thirty (30) day notice period is a minimum; we may provide a longer notice period in our discretion.

6.3 Customer's Choices During the Notice Period

At any time during the period between the Conversion Notice and the Conversion Date, Customer may: (a) subscribe to a paid plan by selecting a plan and providing payment information through the Service, in which case the subscription terms applicable to the selected plan (including billing frequency, renewal, and cancellation) will govern Customer's use of the Service from the Conversion Date onward; (b) export Customer's data using the data-export and download controls then available in the Service (which may include, without limitation, per-batch and per-batch-group "Download All" archives and per-invoice PDF downloads); or (c) delete Customer's data and close the account using the in-product deletion or cancellation controls then available in the Service. Deletion is governed by Section 7 and the Data Processing Addendum.

6.4 Lockout on the Conversion Date; No Auto-Billing

NO AUTOMATIC RENEWAL; NO AUTO-BILLING; NO NEGATIVE OPTION. Processor will not automatically renew, extend, or convert Customer's Free Service access into a paid plan. NO CHARGE WILL BE MADE TO CUSTOMER, AND NO PAYMENT METHOD WILL BE RETAINED OR USED, UNLESS AND UNTIL CUSTOMER (I) AFFIRMATIVELY SELECTS A PAID PLAN, (II) PROVIDES PAYMENT INFORMATION, AND (III) AUTHORIZES PROCESSOR (OR PROCESSOR'S DESIGNATED PAYMENT PROCESSOR) TO CHARGE THAT PAYMENT METHOD. This Section reflects Processor's intentional decision not to offer or operate the Service through any "automatic renewal", "continuous service", or "negative option" feature within the meaning of applicable U.S. federal or state law, including without limitation California Business & Professions Code §§ 17600–17606, New York General Business Law § 527-a, Massachusetts General Laws c. 93 § 14L, the federal Restore Online Shoppers' Confidence Act (15 U.S.C. §§ 8401–8405), and the Federal Trade Commission Negative Option Rule (16 C.F.R. Part 425).

On and after the Conversion Date, continued access to the Service requires an active paid plan in good standing. If Customer has not selected and activated a paid plan by the Conversion Date: (a) Customer's access to the Service will be suspended ("Lockout"); (b) we will not automatically charge Customer or place Customer on any paid plan without Customer's affirmative selection and payment authorization; (c) Customer may exit Lockout by selecting and paying for a paid plan within a grace period stated in the Conversion Notice (or, if not stated, within thirty (30) days after the Conversion Date), during which the account remains in a read-only state sufficient to enable plan selection and use of the data-export and download controls then available in the Service; and (d) at the end of the grace period, if Customer has still not selected a paid plan, we may terminate the account and delete Customer Data in accordance with Section 7.

Customer is solely responsible for using the data-export and download controls during the Conversion Notice period and any grace period to obtain copies of any Customer Data Customer wishes to retain. Processor makes no representation that any single export or download control captures all data associated with Customer's account; Customer should use the combination of controls available to it.

6.5 No Free-Tier Grandfathering; Separate Written Offers

(a) No grandfathering. Except as expressly stated in (i) the Conversion Notice itself, (ii) an order form, (iii) a separately signed written agreement between the parties, or (iv) a written communication sent by an authorized representative of Processor that is clearly identified as a contractual offer or commitment, no rights, pricing, features, or usage allowances of the Free Service survive the Conversion Date or carry over to any paid plan. Without limiting the foregoing, statements made in marketing materials, blog posts, social media, public announcements, product documentation, sales decks, customer-success communications, or informal correspondence do not create grandfathered rights and are not "in writing" for purposes of this Section 6.5.

(b) Separate written offers. Processor may, from time to time, make separate written offers — including, without limitation, discounts, credits, extended trial terms, or pricing concessions — available to specific Customers or groups of Customers in connection with the Conversion or otherwise. The terms of any such written offer will govern only the rights and benefits expressly granted by it and only for the periods and Customers it expressly identifies. The absence of any such written offer, or the expiration of any such written offer, does not create any entitlement, expectation, or right of any kind on the part of Customer.

6.6 Paid Plans After Conversion

From and after the Conversion Date, the Service will be offered through one or more paid plans, each with its own published features, usage limits, and pricing. Tiers will range from a most-restrictive entry-level plan suitable for trial use to a least-restrictive top-tier plan. We may add, modify, or discontinue plans at our discretion.

Fees, billing frequency, and any usage limits will be set out in the order form, online sign-up flow, or pricing page applicable to Customer's selected plan. Unless stated otherwise, fees are non-refundable, exclusive of taxes, and payable in U.S. dollars.

Pricing for an active subscription will not be increased during the then-current billing term except as expressly permitted in the subscription terms applicable to Customer's plan. We may change pricing for renewal terms by giving Customer reasonable advance notice (and, in any event, at least thirty (30) days) before the start of the renewal term.

6.7 Taxes

All fees, when charged, are stated exclusive of applicable taxes, levies, or duties, which are Customer's responsibility (other than taxes on our net income).

7. Term, Suspension, and Termination

These Terms apply for as long as you have an active account or are using the Service. Either party may terminate for convenience with thirty (30) days' written notice. Either party may terminate immediately for the other party's material breach that remains uncured thirty (30) days after written notice describing the breach in reasonable detail.

We may suspend the Service immediately if your use poses a security risk, may subject us or any third party to liability, or is reasonably believed to be fraudulent.

Suspension during a post-conversion Lockout under Section 6.4 is expressly contemplated by these Terms and does not, by itself, constitute a material breach by Processor or trigger any cure obligation.

On termination, your right to use the Service ends. You may export Customer Data in a machine-readable format for a period of thirty (30) days after termination, after which we may delete Customer Data in accordance with our retention practices. During any Conversion Notice period (Section 6.2) and during any post-conversion Lockout grace period (Section 6.4(c)), the in-product data-export, download, and account-cancellation controls then available in the Service remain accessible so that Customer may exercise the choices contemplated by those provisions.

8. Confidentiality

Each party may have access to the other party's confidential information. Each party agrees to protect the other's confidential information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable standard of care, and to use it only for purposes consistent with these Terms.

9. Warranties and Disclaimers

Each party represents that it has the authority to enter into these Terms.

EXCEPT AS EXPRESSLY SET OUT HERE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WHILE THE SERVICE IS OFFERED AS A FREE SERVICE UNDER SECTION 6.1, PROCESSOR OFFERS NO SERVICE-LEVEL COMMITMENT, UPTIME GUARANTEE, SUPPORT RESPONSE TIME, CREDIT, OR OTHER REMEDY FOR UNAVAILABILITY OR DEGRADED PERFORMANCE. The Free Service is provided strictly on a best-effort basis and may be suspended, rate-limited, throttled, scheduled for maintenance, or modified at any time in Processor's sole discretion. Any service levels that apply to a paid plan after the Conversion Date will be stated in the order form, online sign-up flow, or pricing page for that plan; no service level applies unless expressly so stated. Nothing in this paragraph constitutes, or shall be construed as, an express warranty, service-level commitment, performance guarantee, or other affirmative obligation of Processor for purposes of the immediately preceding paragraph or otherwise.

THE SERVICE PERFORMS COMPUTATIONAL CLASSIFICATION OF TIMECARD DATA BASED ON RULES THAT CUSTOMER SELECTS, CONFIGURES, AND APPLIES. PROCESSOR DOES NOT PROVIDE LEGAL, TAX, PAYROLL, OR EMPLOYMENT ADVICE OF ANY KIND.

CUSTOMER ACKNOWLEDGES AND AGREES THAT: (A) THE FAIR LABOR STANDARDS ACT, STATE WAGE-AND-HOUR LAWS, STATE PAYROLL TAX LAWS, AND RELATED EMPLOYMENT LAWS IMPOSE NON-DELEGABLE OBLIGATIONS ON EMPLOYERS; (B) THE SERVICE'S CLASSIFICATION OUTPUTS, OVERTIME COMPUTATIONS, AND INVOICE GENERATIONS ARE PRODUCED BY APPLYING RULES THAT CUSTOMER SELECTS AND THAT MAY OR MAY NOT BE APPROPRIATE FOR CUSTOMER'S CIRCUMSTANCES OR FOR ANY PARTICULAR WORKER; (C) CUSTOMER IS THE EMPLOYER OR ENGAGING ENTITY OF RECORD FOR ITS WORKERS AND IS SOLELY RESPONSIBLE FOR ALL DECISIONS REGARDING WORKER CLASSIFICATION, WAGE PAYMENT, OVERTIME ELIGIBILITY, AND TAX REPORTING; (D) THE SERVICE IS NOT, AND IS NOT INTENDED TO BE, A SUBSTITUTE FOR LEGAL COUNSEL, A CERTIFIED PUBLIC ACCOUNTANT, A LICENSED PAYROLL PROFESSIONAL, OR HUMAN JUDGMENT; AND (E) CUSTOMER WILL INDEPENDENTLY VERIFY ALL SERVICE OUTPUTS BEFORE RELYING ON THEM TO PAY ANY WORKER, ISSUE ANY INVOICE TO ANY CLIENT, OR REPORT ANY WAGE OR HOUR INFORMATION TO ANY GOVERNMENT AUTHORITY.

ANY CLASSIFICATION RULES, OVERTIME PRESETS, OR JURISDICTION-SPECIFIC CONFIGURATIONS PROVIDED OR SUGGESTED BY THE SERVICE ARE PROVIDED FOR CUSTOMER'S CONVENIENCE ONLY AND DO NOT CONSTITUTE A REPRESENTATION THAT SUCH RULES ARE ACCURATE, CURRENT, OR APPROPRIATE FOR ANY PARTICULAR USE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO PROCESSOR FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, AND (B) ONE THOUSAND U.S. DOLLARS (US $1,000).

THE FOREGOING LIMITATIONS DO NOT APPLY TO: (I) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (II) AMOUNTS OWED FOR FEES; (III) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (IV) CUSTOMER'S BREACH OF SECTION 5 (ACCEPTABLE USE) OR SECTION 8 (CONFIDENTIALITY); OR (V) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

For the avoidance of doubt, the floor in clause (B) above applies whether or not any fees have been paid or are payable at the time of the event giving rise to liability, including during any period in which the Service is offered as a Free Service under Section 6.1.

11. Indemnification

11.1 Indemnification by Customer

You will defend, indemnify, and hold us harmless from and against any third-party claim or regulatory action arising out of or related to (a) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party right or violates any law (including the Fair Labor Standards Act, any state wage-and-hour, payroll, tax, employment classification, or data protection law); any claim by any worker, contractor, or other person engaged by Customer asserting employment status, wage entitlement, joint employer status, or any other employment-related claim against Processor based on Customer's use of the Service; (b) your use of the Service in breach of these Terms, or (c) any breach by you of Section 3 (Eligibility and Geographic Scope), including any claim or proceeding under the GDPR, UK GDPR, or equivalent laws arising from your submission of personal data the processing of which is subject to those laws.

11.2 Indemnification by Processor

Processor will defend, indemnify, and hold Customer harmless from and against any third-party claim alleging that the Service, as provided by Processor and used by Customer in accordance with these Terms, infringes any United States patent, copyright, or trademark, or misappropriates any trade secret. This obligation does not apply to any claim arising from: (a) Customer Data; (b) modifications to the Service made by anyone other than Processor; (c) use of the Service in combination with any product, service, or data not provided by Processor where the claim would not have arisen but for such combination; or (d) Customer's use of the Service in violation of these Terms.

If the Service becomes, or in Processor's reasonable opinion is likely to become, the subject of an infringement claim, Processor may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify the Service to make it non-infringing while preserving substantially equivalent functionality; or (iii) terminate Customer's right to use the affected portion of the Service and refund any prepaid fees for the unused portion of the term. The remedies in this Section 11.2 are Customer's sole and exclusive remedy for any infringement claim.

12. Dispute Resolution; Mandatory Arbitration; Class Waiver

12.1 Governing Law

These Terms, and any dispute arising out of or relating to these Terms or the Service, are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of Section 12.2.

12.2 Mandatory Individual Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, INCLUDING ANY QUESTION REGARDING THE EXISTENCE, SCOPE, VALIDITY, BREACH, OR TERMINATION OF THESE TERMS, OR THE ARBITRABILITY OF ANY DISPUTE, SHALL BE FINALLY RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY JAMS UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES THEN IN EFFECT.

The arbitration shall be conducted by a single arbitrator. The seat and legal place of arbitration shall be Wilmington, Delaware. The arbitration may be conducted by videoconference at the request of either party. The language of the arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction.

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Section 12, including any claim that all or any part of this Section 12 is void or voidable.

Processor shall pay all arbitration fees and arbitrator compensation that exceed the filing fee Customer would have paid to file the equivalent action in the United States District Court for the District of Delaware. Each party shall bear its own attorneys' fees and costs except as otherwise awarded by the arbitrator.

12.3 Class, Collective, and Representative Action Waiver

CUSTOMER AND PROCESSOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. THIS INCLUDES, WITHOUT LIMITATION, ANY CLASS ACTION UNDER FEDERAL RULE OF CIVIL PROCEDURE 23, ANY COLLECTIVE ACTION UNDER 29 U.S.C. § 216(b), AND ANY REPRESENTATIVE ACTION UNDER ANY STATE PRIVATE ATTORNEY GENERAL OR SIMILAR STATUTE.

THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THEN THE ENTIRETY OF THIS SECTION 12.2 (MANDATORY INDIVIDUAL ARBITRATION) SHALL BE NULL AND VOID WITH RESPECT TO THAT CLAIM, AND THAT CLAIM SHALL PROCEED IN A COURT OF COMPETENT JURISDICTION SUBJECT TO SECTION 12.5.

12.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND PROCESSOR EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS WAIVER.

12.5 Forum Selection for Non-Arbitrable Disputes

For any dispute that is not subject to arbitration under Section 12.2 (including, without limitation, an action to enforce an arbitration award, an action for injunctive relief in aid of arbitration, or a claim found non-arbitrable by a court of competent jurisdiction), the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waive any objection to venue in those courts.

12.6 Injunctive Relief Carve-Out

Notwithstanding Section 12.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to enforce Section 5 (Acceptable Use), without first submitting the matter to arbitration.

12.7 30-Day Opt-Out

Customer may opt out of Section 12.2 (Mandatory Individual Arbitration) and Section 12.3 (Class, Collective, and Representative Action Waiver) by sending written notice to [email protected] within thirty (30) days of first creating an account. The notice must include Customer's account name, the email address associated with the account, and a clear statement that Customer is opting out of arbitration. Opt-out applies prospectively only and does not affect the enforceability of any other provision of these Terms.

12.8 Survival

This Section 12 survives termination of these Terms.

13. Changes to These Terms

13.1 General Updates

We may update these Terms from time to time. We will post the updated Terms with a new "Last updated" date and, for material changes, will provide reasonable advance notice (for example, by email or in-product notice). Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of the updates.

13.2 Material Changes; Right to Reject

For any change to these Terms that materially expands Customer's obligations, restricts Customer's rights, or modifies the Mandatory Arbitration, Class Waiver, Jury Waiver, or Limitation of Liability provisions, Processor will provide at least thirty (30) days' advance notice by email to Customer's billing contact and by in-product notification. If Customer objects to a material change, Customer may terminate the Agreement by written notice within the 30-day period and receive a pro-rata refund of any prepaid, unused fees. Continued use of the Service after the effective date of a material change constitutes acceptance.

13.3 Relationship to Section 6 Conversion

For the avoidance of doubt, conversion of the Service from a Free Service to a paid service under Section 6 is governed by the notice mechanism in Section 6.2 and does not, by itself, constitute a "material change" to these Terms requiring renewed acceptance under this Section 13. Where Processor concurrently updates these Terms in connection with such conversion, the notice in Section 6.2 may be combined with the notice required by Section 13.2 and a single 30-day period (running from the later notice date) satisfies both. The publication of these Terms — including the addition of this Section 13.3 and the rewritten Section 6 — is itself a material change for purposes of Section 13.2 and is accompanied by the notice required by that Section. Customer's continued use of the Service after the effective date of these Terms constitutes acceptance of the conversion mechanism in Section 6, and no additional Section 13.2 notice is required at the time of a Conversion under Section 6.2 except where Section 6 or other provisions of these Terms are concurrently modified beyond the operation of the mechanism set out in Section 6.

14. Miscellaneous

These Terms, together with the DPA and any order form or pricing page, constitute the entire agreement between the parties regarding the Service. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Contact

Questions about these Terms can be sent to [email protected].