1. The agreement

These Terms of Service (the "Terms") are a binding agreement between Temporal Logic LLC d/b/a Temporal Logik, a Texas limited liability company ("Temporal Logik", "we", "us"), and the individual or entity that creates a 9forty5 account ("Customer", "you"). By creating an account, clicking to accept these Terms, or using the 9forty5 service (the "Service"), you agree to them. If you do not agree, do not use the Service.

If a separate written agreement signed by both parties covers the Service, that agreement controls where it conflicts with these Terms.

2. Definitions

• Service: the 9forty5 web application, its APIs, and related documentation and support.
• Authorized User: an individual the Customer permits to use the Service, typically the Customer's employee, manager, or administrator.
• Customer Data: all data the Customer or its Authorized Users submit to the Service, including employee records, time punches, schedules, wage rates, and leave records.
• Plan: the free or paid subscription level applied to the Customer's account, including any employee, site, or department limits it carries.

3. Accounts and eligibility

You must be at least 18 years old to create an account. You are responsible for the accuracy of your account information, for maintaining the confidentiality of credentials, and for all activity that occurs under your account, including the acts and omissions of your Authorized Users.

You must notify us promptly at legal@temporallogik.com if you learn of any unauthorized access to your account. You are responsible for promptly deactivating Authorized Users who should no longer have access.

4. Plans, limits, and changes to the Service

The Service is offered on a free plan and on paid plans. The free plan is subject to per-account limits on the number of active employees, departments, and sites; those limits are enforced by the Service and are described in the application at the point they apply. Paid plans carry an employee limit set by the selected tier.

We may change, add, or remove features. We will not make a change that materially degrades a paid plan's core time tracking, time card, or export functionality during a paid term without notifying you. Free plan features may change at any time.

5. Fees, billing, and cancellation

Paid plans are billed in advance on a recurring basis through our payment processor, Stripe. By subscribing you authorize recurring charges to your payment method until you cancel. Fees are stated exclusive of taxes; you are responsible for any applicable sales or use taxes.

Subscriptions renew automatically at the then-current price for the same term unless cancelled before the renewal date. You may cancel at any time; cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable except where required by law, and cancelling mid-term does not entitle you to a partial refund.

We may change prices on renewal with at least 30 days' notice to the email address on the account. Continuing to use the Service after the change takes effect constitutes acceptance of the new price.

6. Past-due accounts

If a paid subscription becomes past due, for example after repeated failed payment attempts leave it cancelled or unpaid, the account becomes read-only. You and your Authorized Users will still be able to sign in and view and export existing data, but the Service will refuse changes, including new time punches, until billing is brought current. We do this instead of deleting data or locking you out, so payroll records stay reachable. We may suspend or terminate an account that remains past due for more than 60 days, following the process in section 14.

7. Your responsibilities as an employer (please read)

9forty5 is a record-keeping tool. It is not a payroll provider, not a professional employer organization, and not a source of legal, tax, or human resources advice.

The Service calculates hours, overtime, and premiums from the punches and the configuration you supply. Those calculations depend entirely on settings you control: pay period boundaries, overtime thresholds, rounding rules, meal break rules, time types, and wage rates. We do not verify that your configuration matches the law that applies to you, and the law varies by state, by locality, and by industry.

You are solely responsible for:

• determining what federal, state, and local wage and hour law requires of you, including the Fair Labor Standards Act and any state overtime, meal break, rest break, and reporting-time rules;
• configuring the Service so its output is consistent with those requirements;
• reviewing time cards for accuracy before relying on them to pay anyone;
• your own record retention obligations. You should not treat the Service as your only copy of records you are legally required to keep;
• notifying your employees about time tracking and location collection as required by law, and obtaining any consent the law requires; and
• all decisions you make about pay, discipline, scheduling, or employment, whether or not informed by the Service.

You should independently verify the Service's calculations before using them to pay employees. If a calculation and the law disagree, the law governs, and the responsibility for the difference is yours.

8. Location data and employee monitoring

The Service can record the location a browser reports when an employee punches in or out, and can flag punches that fall outside a geofence you configure. Whether to enable this is your choice, and using it lawfully is your responsibility. Some jurisdictions require notice to employees, consent, or both before collecting location data, and some restrict the collection of biometric or location information outright. You represent that you will provide any required notices and obtain any required consents before enabling these features.

9. Acceptable use

You agree not to, and not to permit any Authorized User to:

• use the Service in violation of any law, or to infringe or misappropriate anyone's rights;
• upload data you do not have the right to provide, or sensitive personal information beyond what the Service asks for;
• reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent that restriction is unenforceable under applicable law;
• resell, sublicense, or provide the Service to a third party as a service bureau, or use it to build a competing product;
• probe, scan, or test the vulnerability of the Service, or circumvent authentication, rate limits, or plan limits;
• interfere with the integrity or performance of the Service, including by automated request volume that degrades it for others; or
• falsify time records, or use the Service to conceal or misrepresent hours actually worked.

10. Customer Data

As between you and us, you own all Customer Data. You grant us a limited, non-exclusive licence to host, copy, transmit, display, and process Customer Data solely to provide, secure, support, and improve the Service for you, and as otherwise permitted by our Privacy Policy.

You represent that you have the necessary rights and lawful basis to provide Customer Data to us, including any employee personal information, and that our processing of it on your instructions will not violate any law or agreement binding you.

We will not sell Customer Data, and we will not use identifiable Customer Data to train machine learning models. See the Privacy Policy for how Customer Data is handled, including what is and is not sent to our AI subprocessor.

Where Customer Data includes personal information about your workforce, our Data Processing Addendum applies and is incorporated into these Terms. It sets out the terms on which we act as your service provider, including the restrictions US state privacy law requires, our subprocessors, and what happens to that information when your account ends. Where it conflicts with these Terms on the handling of personal information, it controls.

11. Our intellectual property

The Service, including its software, design, and documentation, is owned by Temporal Logic LLC d/b/a Temporal Logik and protected by intellectual property law. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription, and nothing more. All rights not expressly granted are reserved. "9forty5" and "Temporal Logik" are our trademarks; these Terms do not grant you any right to use them. If you send us feedback or suggestions, we may use them without restriction or obligation to you.

12. AI-assisted features

The Service includes features that use a third-party large language model to summarize and answer questions about your operational data. Output from these features may be incomplete or wrong, and must not be relied on as the sole basis for any pay, scheduling, disciplinary, or compliance decision. Always confirm against the underlying time cards and reports. The Privacy Policy describes precisely which data these features send to the model provider, and which categories, including Social Security numbers and payroll registers, are excluded by design.

13. Availability, support, and third-party services

We aim to keep the Service available, but we do not commit to any specific uptime and do not offer a service level agreement. The Service may be unavailable for maintenance, updates, or reasons outside our control. The free plan is provided without any support commitment.

The Service depends on third parties, including our hosting provider, our payment processor, our email provider, and our AI model provider. Their availability and terms are outside our control, and an outage or change at one of them may affect the Service.

14. Suspension, termination, and your data

You may stop using the Service at any time and may cancel a paid subscription as described in section 5. We may suspend or terminate your access if you materially breach these Terms, if your account is past due beyond the period in section 6, or if we reasonably believe continued access poses a security or legal risk. Except where an immediate suspension is necessary, we will give you notice and a reasonable opportunity to cure.

For 30 days after termination, we will make your Customer Data available for export on request. After that period we may delete it. Because your data may be a record you are legally required to keep, export it before you cancel.

Sections 10 (as to your ownership), 11, 15, 16, 17, and 18 survive termination, along with any accrued payment obligations.

15. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ITS CALCULATIONS WILL SATISFY ANY LEGAL REQUIREMENT APPLICABLE TO YOU, OR THAT ANY DATA WILL NOT BE LOST OR ALTERED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST OR CORRUPTED DATA, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). FOR ACCOUNTS ON THE FREE PLAN, OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT APPLY TO A PARTY'S LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

17. Indemnification

You will defend, indemnify, and hold harmless Temporal Logic LLC d/b/a Temporal Logik and its members, officers, and employees from and against any third-party claim, and any resulting losses, damages, and reasonable legal fees, arising out of (a) Customer Data or your right to provide it, (b) your or your Authorized Users' use of the Service in breach of these Terms or in violation of law, or (c) any claim by an employee or regulator relating to your employment practices, pay practices, or your compliance with wage and hour, privacy, or employee monitoring law. We will notify you of the claim, give you control of the defence, and cooperate reasonably at your expense.

18. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Texas for any dispute arising out of or relating to these Terms or the Service, and each party waives any objection to venue there. Each party waives any right to a jury trial to the extent permitted by law. Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

19. Changes to these Terms

We may update these Terms. If a change is material, we will give notice at least 30 days before it takes effect, by email to the account address, by notice in the Service, or both, and will update the version and effective date shown on this page. Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not accept them, your remedy is to stop using the Service and cancel.

20. General

• Entire agreement. These Terms, the Privacy Policy, and the Data Processing Addendum are the entire agreement between the parties about the Service and supersede any prior discussions.
• Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign them to an affiliate or successor.
• Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the rest of the Terms will remain in effect.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control.
• Notices. We may give notice by email to the address on your account. Notices to us go to legal@temporallogik.com.
• Relationship. The parties are independent contractors. Nothing here creates a partnership, agency, or employment relationship.

21. Contact

Questions about these Terms: Temporal Logic LLC d/b/a Temporal Logik, legal@temporallogik.com.