Please read these platform terms (“Platform Terms”) carefully before using the services offered by American Productivity Company, doing business as Time (“Time”). By (1) mutually executing one or more order forms with Time that reference these Platform Terms (each, an “Order Form”), (2) clicking a box indicating acceptance, or (3) using the services, you (“Customer”) agree to be bound by these Platform Terms (together with all Order Forms, the “Agreement”) to the exclusion of all other terms. In addition, any online Order Form you submit via Time’s standard online process and that is accepted by Time shall be deemed to be mutually executed. If the individual accepting this Agreement is doing so on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Platform Terms. If the individual accepting this Agreement does not have such authority or does not agree with these Platform Terms, they must not accept the Agreement and may not use the services.

If you are using certain free or individual services offered by Time, the applicable provisions of this Agreement shall govern those services. If you are using the services solely as an authorized user of another entity’s subscription, your use may instead be governed by separate user terms (if applicable).

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1. Definitions

1.1. “Affiliate”
Means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. “Authorized User”
Means Customer’s employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Services under this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

1.3. “Business Contact Data”
Means Personal Data that relates to Time’s relationship with Customer, including, by way of example, the names and contact information of Authorized Users, and any other data Time collects for the purpose of managing its relationship with Customer or as otherwise required by applicable laws.

1.4. “Client-Side Software”
Means any software in source or object code form that Time makes available to Customer for use in connection with the Services.

1.5. “Data Processing Addendum” or “DPA”
Means the Data Processing Addendum by and between Time and Customer (if applicable), which is hereby incorporated into this Agreement by reference.

1.6. “Enterprise Services”
Means the Services that Time makes available to Customer under its Enterprise tier as set forth in an Order Form.

1.7. “Free Trial”
Means the Services that Time makes available to Customer free of charge for a limited scope (e.g., the first 25 event schedulings or 50 reminders). This may also be referred to as “Free Services” in certain contexts.

1.8. “Time IP”
Means the Services, the Client-Side Software, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Time IP includes Business Contact Data, Usage Data, Process Data (as defined below), and any information, data, or other content derived from Time’s provision of the Services but does not include Customer Data.

1.9. “Customer Data”
Means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, provided that Customer Data does not include Business Contact Data, Usage Data, or Process Data.

  • Customer Data Example: Details such as who the user wants to schedule an event with, when, and where.

1.10. “Process Data”
Means the data, knowledge, or processes that relate to how tasks are executed within the Services. This includes, for example, algorithmic approaches for scheduling or task completion, system logs, and any other operational methodologies gleaned from providing the Services. Time owns all right, title, and interest in and to Process Data.

1.11. “Documentation”
Means Time’s end user documentation relating to the Services that is provided by or on behalf of Time to Customer in writing (including electronically).

1.12. “Harmful Code”
Means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software, or system; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of data processed thereby.

1.13. “Personal Data”
Has the meaning set forth in the DPA (if applicable).

1.14. “Professional Services”
Means training, migration, implementation, integration, or other professional services described in a Statement of Work and provided to Customer in connection with its use of the Services.

1.15. “Sensitive Data”
Means: (i) special categories of data enumerated in EU Regulation 2016/679, Article 9(1), or any successor legislation; (ii) protected health information as defined in HIPAA; (iii) payment cardholder information or financial account information; (iv) government identification numbers; (v) data regulated under COPPA, GLBA, or similar laws; or (vi) any data similar to the above protected under applicable laws or regulations.

1.16. “Services”
Means Time’s AI-powered executive assistant products and/or service offerings specified in applicable Order Form(s), including but not limited to Free Trial, Individual tier, Team tier, and Enterprise tier, as made available from time to time.

1.17. “Statement of Work”
Means a written statement of work for Professional Services executed by both parties that incorporates this Agreement by reference.

1.18. “Third Party Integrations”
Means any third-party products provided with, integrated with, or incorporated into the Services (e.g., Slack, OpenAI, Anthropic, Notion, etc.).

1.19. “Third Party Models”
Means any AI or machine learning model or similar technology, developed or operated by a third party and used in connection with the Services.

1.20. “Usage Data”
Means usage data collected and processed by Time in connection with Customer’s use of the Services including, without limitation, data used to identify the source and destination of a communication, activity logs, metadata, and data used to optimize and maintain performance of the Services.

1.21. “Usage Limitations”
Means the usage limitations set forth in this Agreement and the Order Form, including without limitation any limitations on the number of Authorized Users, usage allowances per tier, and the applicable product, pricing, and support tiers.

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2. Access and Use

2.1. Order Forms; Access to the Services

  • Each Order Form, upon mutual execution, is incorporated into and forms part of the Agreement.
  • Subject to Customer’s compliance with the terms, Time grants a non-exclusive, limited, personal, non-sublicensable, non-transferable right and license for Customer to internally access and use the Services during the applicable subscription period set forth in the Order Form (“Subscription Period”).
  • Customer’s use is limited to features, functionalities, and usage limitations as described in the applicable Order Form and Documentation.
  • Each Authorized User must have a unique account. Credentials may not be shared. Customer is responsible for all acts and omissions of its Authorized Users.

2.2. Free Trial

  • Time may provide a Free Trial (or “Free Services”) to Customer for a limited scope (e.g., the first 25 event schedulings or 50 reminders), after which Customer must either cease use or purchase a paid subscription.
  • Time may terminate the Free Trial at any time in its sole discretion and shall not be liable for such termination.
  • Customer is solely responsible for exporting any Customer Data before termination of the Free Trial.
  • Disclaimer for Free Trial: The Free Trial is provided “as is” without warranties. Time shall have no indemnification obligations nor liability of any type with respect to the Free Trial unless such disclaimer of liability is not enforceable under applicable law, in which case Time’s liability shall not exceed one hundred dollars ($100.00).
  • Customer is fully liable for any damages arising from its use of the Free Trial and any breaches of this Agreement.

2.3. Nature of AI Executive Assistants

  • Customer acknowledges that Time’s AI-powered executive assistants are experimental and may occasionally perform tasks outside a user’s expected outcome or produce incorrect or unexpected results.
  • Customer is responsible for verifying and reviewing any tasks, outputs, or suggestions provided by the AI Assistant.
  • Time makes no guarantee that the AI Executive Assistants will perform error-free or meet specific performance criteria.

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3. Time Obligations

3.1. Implementation Assistance

  • If applicable, Time will provide standard implementation assistance as set forth in the Order Form.
  • Additional assistance beyond any agreed-upon hours will be billed at Time’s then-current hourly rates.

3.2. Service Updates

  • Time may provide updates, patches, or enhancements (“Updates”) to the Services at its discretion.
  • Time may make improvements or modifications to the Services at any time, but will use commercially reasonable efforts to give advance notice of major changes.

3.3. Professional Services

  • Time may perform Professional Services (e.g., training, integrations) as described in an Order Form or Statement of Work.
  • Customer will provide all necessary cooperation, resources, and information required for Time to perform such services.
  • Work Product resulting from Professional Services remains owned solely by Time and may be used by Customer solely in connection with its authorized use of the Services.

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4. Proprietary Rights and Licenses; Restrictions

4.1. Reservation of Rights

  • As between the parties, Time owns all right, title, and interest in the Time IP. No rights are granted to Customer except as expressly stated in this Agreement.

4.2. License by Customer to Use Feedback

  • Customer grants Time and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, and incorporate into Time’s services any suggestion, enhancement request, recommendation, or feedback provided by Customer or Authorized Users.

4.3. Authorized Users; Customer Systems

  • Customer is responsible for (i) all acts/omissions of Authorized Users and (ii) the security and use of Authorized User credentials.
  • Customer is responsible for its own IT infrastructure and for preventing unauthorized access to the Services.

4.4. Use Restrictions

  • Customer shall not (and shall not allow any third party to):
    1. Reverse engineer or decompile the Services (except to the extent prohibited by law).
    2. Modify or create derivative works of the Services.
    3. Rent, lease, distribute, sublicense, or transfer the Services.
    4. Use the Services for any third party’s benefit or make them available to third parties.
    5. Remove proprietary notices or labels from the Services.
    6. Use the Services to build a competitive product.
    7. Interfere with or disrupt the Services.
    8. Bypass security measures.
    9. Use the Services in high-risk contexts where failure could lead to death or personal injury.
  • Customer shall comply with all laws in connection with its use of the Services, including data privacy laws and any laws governing the monitoring or recording of communications.
  • Customer shall not upload any Harmful Code.
  • Customer shall ensure its use of the Services does not infringe any third-party rights.

4.5. License and Control of Data

  • Customer Data: Customer retains all right, title, and interest. Customer represents it has all necessary rights to provide such data to Time.
  • Process Data: Time retains all right, title, and interest in how tasks are executed within the Services.
  • By submitting Customer Data to the Services, Customer grants Time a non-exclusive, royalty-free, worldwide license to use and process such data for purposes of delivering the Services and to create aggregated or de-identified data.
  • AI Model Training:
    • Free Trial: Customer grants Time and its sub-processors permission to use Customer Data (uploaded during the Free Trial) to train and improve Time’s or its sub-processors’ AI models.
    • Individual/Team Tiers: Customer grants Time and its sub-processors permission to use Customer Data to train and improve AI models only (a) to the extent the resulting models are provided for Customer’s benefit, or (b) in de-identified, aggregated form.
    • Enterprise Services: Customer grants Time and its sub-processors permission to use Customer Data to train and improve AI models only (a) to the extent the resulting models are provided solely for Customer’s benefit, or (b) in de-identified, aggregated form, unless otherwise indicated in the applicable Order Form.

4.6. Aggregated De-Identified Data

  • Time may freely create and use Aggregated De-Identified Data, which cannot be linked to Customer or an Authorized User specifically, to improve, test, and operate Time’s products and services.
  • However, training or improvement of AI models is governed by Section 4.5 above.

4.7. Third Party Integrations

  • The Services may rely on or incorporate third-party products (Slack, OpenAI, Anthropic, Notion, etc.). Customer is responsible for having the rights, licenses, and consents to integrate such tools.
  • Time does not guarantee continued compatibility with any specific third-party tool.
  • By authorizing Time to transmit Customer Data to such third-party tools, Customer represents it has the authority to do so.
  • Any third-party terms and conditions may apply.

4.8. Third Party Models

  • Third Party Models are not developed by Time, and Time does not control their training or hosting.
  • AI outputs from such models may be inaccurate or incomplete. Customer is responsible for reviewing any AI outputs before using them.
  • Time disclaims all liability for any claims arising from Third Party Models or outputs thereof.
  • Third Party Models may be subject to additional terms and conditions.

4.9. Open Source Components

  • The Services may include open-source software subject to separate license terms. If required by such open-source licenses, Time will provide any notices or source code.
  • To the extent open-source licenses prohibit any restrictions herein, such restrictions do not apply to the relevant open-source code.

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5. Payment

5.1. Fees

  • Customer agrees to pay the fees specified in each Order Form or at Time’s pricing page (“Fees”).
  • Except as stated otherwise, fees are based on purchased subscriptions, not actual usage, and are non-cancelable and non-refundable once purchased.
  • Tiers and Pricing (example ranges, as applicable):
    • Individual: $25/month
    • Team: $20/month per user
    • Enterprise: $35/month per user
    • Free Trial: No fees for the initial trial scope.

5.2. Invoicing and Payment

  • Time uses Stripe for payment processing. By providing payment information, Customer agrees to be bound by Stripe’s terms.
  • If Customer provides credit card information, Time may charge fees upfront per the billing frequency stated in the Order Form.
  • If an invoice is issued, payment is due net 30 days from invoice date unless otherwise stated.
  • Customer is responsible for keeping billing and contact information current.

5.3. Overdue Charges

  • Overdue amounts may incur late interest at 1.5% per month or the maximum rate permitted by law.
  • Time may require shorter payment terms if Customer’s payments become frequently overdue.

5.4. Suspension and Acceleration

  • If Customer’s account is overdue by more than thirty (30) days, Time may accelerate and require all unpaid fees to be immediately due, and/or suspend Services until all due amounts are paid.

5.5. Overages

  • If Customer exceeds usage or Authorized User limits, Time may invoice for overages at the agreed rate (or Time’s standard rate if not specified) on a pro-rata basis.

5.6. Payment Disputes

  • Time will not exercise its suspension or acceleration rights if Customer disputes an invoice in good faith and cooperates to resolve it promptly.

5.7. Taxes

  • Fees do not include taxes. Customer is responsible for all applicable taxes, excluding Time’s income taxes.
  • If Time is legally required to pay taxes on Customer’s behalf, Time will invoice Customer for those amounts.

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6. Confidential Information

6.1. Definition

  • “Confidential Information” includes business, financial, or technical information that a reasonable person should understand to be confidential, and includes the terms of this Agreement and any Order Form.
  • Confidential Information does not include information that is or becomes public without breach, was known to the recipient, or is independently developed without use of the other party’s Confidential Information.

6.2. Obligations

  • The receiving party will not disclose the disclosing party’s Confidential Information except to its employees or contractors who need to know for performance under this Agreement and who are bound by confidentiality terms.
  • A receiving party may disclose Confidential Information if required by law or court order, provided it gives prior notice to the disclosing party and cooperates with any effort to seek protective measures.

6.3. Effect of Termination

  • Upon termination, the receiving party will return or destroy the disclosing party’s Confidential Information.
  • Confidentiality obligations survive for three (3) years after termination, except for trade secrets, which remain protected until no longer trade secrets by law.

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7. Data Security; Processing of Personal Information

7.1. Security Measures

  • Time will use commercially reasonable efforts to maintain the security and integrity of the Services and Customer Data.
  • Time is not liable for unauthorized access to Customer Data unless caused by Time’s gross negligence or willful misconduct.

7.2. Processing of Personal Data

  • If applicable, Time’s processing of Personal Data is governed by Time’s Privacy Policy and any Data Processing Addendum (“DPA”).

7.3. No Sensitive Data

  • The Services are not designed to store Sensitive Data, and Customer agrees not to upload any such data.
  • Time disclaims all liability for Customer’s inclusion of Sensitive Data.

7.4. Business Contact Data and Usage Data

  • Time may process Business Contact Data and Usage Data to (i) manage its relationship with Customer, (ii) carry out core operations (e.g., accounting, audits), (iii) monitor and prevent misuse of the Services, and (iv) comply with applicable laws.
  • As between the parties, Time owns all right, title, and interest in Usage Data and Process Data.

7.5. GDPR and Regulatory Compliance

  • Customer Acknowledgment: Time does not advertise compliance with GDPR or other specific data protection regulations for the Services.
  • Customer Responsibility: Customer is solely responsible for ensuring any data it uploads or processes is handled in accordance with applicable data protection laws, including GDPR, as relevant to Customer.

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8. Term; Termination

8.1. Term of Agreement

  • This Agreement commences on the date Customer accepts it and continues until all subscriptions expire or are terminated.

8.2. Term of Subscriptions

  • Each subscription lasts for the term specified in the Order Form (“Subscription Period”).
  • Subscriptions renew automatically for successive one-year terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.
  • Promotional or one-time pricing applies only for the specified term and may change upon renewal.

8.3. Termination

  • A party may terminate for cause upon thirty (30) days’ notice if the other party materially breaches and fails to cure within that period.
  • Time may terminate immediately if Customer fails to pay due amounts after ten (10) days’ notice or breaches Section 4.4 (Use Restrictions) or Section 6 (Confidential Information).

8.4. Refund or Payment upon Termination

  • If Customer terminates for cause, Time will refund any prepaid fees covering the remainder of the subscription term after the termination date.
  • If Time terminates for cause, Customer must pay any unpaid fees for the remainder of the Subscription Period.

8.5. Suspension

  • Time may suspend Customer’s access if (i) Time determines there is a security risk or legal prohibition, (ii) a vendor suspends or terminates Time’s access to a necessary third-party service, or (iii) Customer fails to pay fees more than ten (10) days past due.
  • Time will use commercially reasonable efforts to notify Customer and promptly restore Services once the issue is resolved.

8.6. Survival

  • The following sections survive termination: Fees and Payment, Proprietary Rights, Confidential Information, Disclaimers, Indemnification, Limitation of Liability, Refund or Payment upon Termination, and General Provisions.

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9. Indemnification

9.1. Time Indemnification

  • For Enterprise Services only, Time shall indemnify and defend Customer from any third-party claim alleging that the Services infringe such third party’s U.S. intellectual property rights, provided Customer notifies Time promptly, cooperates, and grants Time sole authority over the defense.
  • Time may (i) modify or replace the Service to become non-infringing or (ii) terminate the Agreement if neither option is commercially available.
  • This indemnity does not apply to:
    (a) modifications not performed by Time;
    (b) combinations with data or software not provided by Time;
    (c) Customer Data; or
    (d) Third Party Integrations.

9.2. Customer Indemnification

  • Customer shall indemnify, defend, and hold harmless Time from any third-party claim arising from (i) Customer Data (including infringement of intellectual property rights or violation of privacy laws), (ii) negligence or misconduct by Customer, (iii) use of the Services in breach of this Agreement, or (iv) use of the Services in combination with unauthorized software, hardware, or data.

9.3. Sole Remedy

  • This Section 9 states the parties’ exclusive remedies and liabilities for any claim of intellectual property infringement relating to the Services.

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10. Representations, Warranties, Exclusive Remedies, and Disclaimers

10.1. Representations

  • Each party represents that it has validly entered into this Agreement and has the legal power to do so.

10.2. Time Warranties

  • During the Subscription Period for paid tiers (Individual, Team, Enterprise), Time warrants that:
    (a) it will not materially decrease the overall security of the Services;
    (b) the Services will perform materially as described in the Documentation; and
    (c) it will not materially decrease the overall functionality of the Services.
  • Customer’s exclusive remedies for breach of these warranties are described in Sections 8.3 (Termination) and 8.4 (Refund or Payment upon Termination).

10.3. Disclaimers

  • EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
  • TIME DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  • TIME MAKES NO WARRANTY THAT THE AI EXECUTIVE ASSISTANT OR ANY OTHER FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
  • FREE TRIAL (OR FREE SERVICES) AND INDIVIDUAL/TIER SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY.

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11. Limitation of Liability

  • EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR CUSTOMER’S BREACH OF SECTION 4 (USE RESTRICTIONS):
    • NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR DATA LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • TIME’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID (OR PAYABLE) BY CUSTOMER TO TIME IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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12. General Provisions

12.1. Entire Agreement

  • This Agreement, including any Order Forms and Statements of Work, constitutes the entire agreement between the parties regarding the Services.
  • Customer terms (e.g., purchase orders) not included in this Agreement are void.
  • In the event of conflict, the order of precedence is: (1) applicable Order Form, (2) these Platform Terms, (3) any other referenced Documentation.

12.2. Export Regulation

  • The Services may be subject to U.S. export laws. Customer agrees not to export or re-export the Services to any jurisdiction where such export is restricted by law.

12.3. U.S. Government Rights

  • If the Services or Documentation are provided to the U.S. Government, they are commercial items. Government users acquire only the rights as set forth in this Agreement per 48 C.F.R. §§ 12.212 and 227.7202-1 et seq.

12.4. Insurance

  • Enterprise Customers Only: If Customer has purchased an Enterprise subscription, Time will maintain such insurance coverage (e.g., E&O, cyber-risk) as reasonably required for enterprise engagements.
  • Non-Enterprise: Time does not provide any insurance coverage for non-enterprise tiers.

12.5. Notices

  • Notices to Time must be in writing, delivered by hand, certified mail, or overnight service, addressed to:

    American Productivity Company, d/b/a Time
Attn: Legal Department
[Insert Physical Address]
Email: legal@withtime.ai

  • Notices are effective upon personal delivery, the second business day after mailing, or upon sending by email (excluding notices of indemnification claims, breach, or termination, which must be clearly marked as legal notices).

12.6. Modifications and Amendments

  • Except as otherwise provided herein, no modification of this Agreement is effective unless in writing and signed by both parties.
  • For Individual or Free Trial customers, Time may amend these terms by posting a new version and providing reasonable notice (e.g., email). Continued use after changes indicates acceptance.

12.7. Force Majeure

  • Neither party is liable for failure to perform due to causes beyond its reasonable control (e.g., natural disasters, war, strikes, internet failures).

12.8. Assignment

  • Neither party may assign this Agreement without the other’s consent, except in the event of a sale of substantially all of a party’s assets or business.
  • Time may use subcontractors to fulfill its obligations.

12.9. Publicity

  • Customer agrees that Time may use Customer’s name and logo to identify Customer as a user of Time on Time’s website or in marketing materials.

12.10. Relationship of the Parties

  • No partnership, joint venture, or employment relationship is formed by this Agreement.

12.11. Severability

  • If any provision is held unenforceable, it shall be modified to the extent necessary to make it enforceable without losing its intent.

12.12. Waiver

  • A party’s failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

12.13. Dispute Resolution and Arbitration Agreement

  • The parties shall attempt good-faith negotiations to resolve disputes. If unresolved, disputes shall be settled by binding arbitration in [New York, New York], under the JAMS Streamlined Arbitration Rules.
  • Judgment on the award may be entered in any court of competent jurisdiction.
  • For claims under $75,000 by Free Trial users, Time will pay arbitration fees if required by law. Such users may opt out by sending notice within 30 days of first accepting these Terms.
  • Class Action Waiver: All claims must be brought on an individual basis, not as a class action.

12.14. Injunctive Relief

  • Either party may seek equitable relief to protect its intellectual property in any court of competent jurisdiction without first engaging in arbitration.

12.15. Exclusive Venue

  • If the arbitration agreement does not apply, all legal proceedings (other than small claims) must be brought in the state or federal courts located in [New York, New York].

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Contact Information

If you have any questions regarding this Agreement or the Services, please contact Time at:
Email: support@withtime.ai
Address: 393 Canal St. #200, New York, NY 10013

By accessing or using Time’s Services, you acknowledge that you have read, understood, and agree to be bound by these Platform Terms of Service.