FIRM TIMER – TERMS OF SERVICE

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Firm Timer ("Firm Timer," "Company," "we," "our," or "us") governing your access to and use of (a) the Firm Timer desktop software, (b) the Firm Timer web application and any associated application programming interfaces, and (c) the website located at firmtimer.com (collectively, the "Services").

By creating an account, purchasing a subscription, or otherwise accessing the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.

2. Eligibility and Registration

Eligibility. You represent that you are at least eighteen (18) years of age, have the legal capacity to enter into these Terms, and are acting on behalf of a law firm or other business entity with authority to bind that entity.

Account Registration. To use the Services, you must create an account by providing accurate and complete information. You agree to keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

3. Subscriptions, Fees, and Payment

Subscription Plans. Access to the Services is provided on a seat‑based subscription basis. The specific features, pricing, and seat limitations applicable to your subscription are set forth at the time of purchase or in an order form executed between you and Firm Timer ("Order").

Billing and Payment. Subscription fees ("Fees") are billed in advance and collected via our third‑party payment processor (Stripe) using the payment method you designate. You authorize Firm Timer and Stripe to charge all Fees to your selected payment method.

Seat Adjustments. You acknowledge that seat counts may fluctuate as personnel join or leave your organization. Firm Timer may automatically adjust Fees to reflect seat count changes and will charge or credit you accordingly.

No Refunds; Taxes. Except as expressly provided in an Order or required by applicable law, all Fees are non‑refundable. Fees are exclusive of all taxes, levies, and duties, which are your responsibility.

4. License and Acceptable Use

License Grant. Subject to these Terms and timely payment of Fees, Firm Timer grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable right to install and use the desktop application and to access the Services solely for your internal business purposes.

Restrictions. You shall not (i) copy, modify, or create derivative works of the Services; (ii) reverse engineer, decompile, or disassemble any part of the Services; (iii) circumvent security features or access controls; (iv) use the Services for unlawful or harmful activities; or (v) permit any third party to do the foregoing.

Customer Data. You retain all right, title, and interest in and to data you submit to the Services ("Customer Data"). You grant Firm Timer a non‑exclusive, worldwide license to process Customer Data solely to provide and improve the Services. You represent that your collection and use of Customer Data complies with all applicable laws and professional obligations, including those governing attorney‑client privilege and confidentiality.

5. Ownership

All intellectual‑property rights in the Services, including all software, technology, and documentation, are and shall remain the exclusive property of Firm Timer and its licensors. No rights are granted to you other than as expressly set forth herein.

6. Confidentiality

Each party (the "Receiving Party") agrees to keep confidential all non‑public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information excludes information that (i) is or becomes publicly available without breach of these Terms, (ii) is lawfully received from a third party without restriction, or (iii) is independently developed by the Receiving Party. The Receiving Party will use the same degree of care it uses to protect its own confidential information (but no less than reasonable care) and may use Confidential Information solely to fulfill its obligations under these Terms.

7. Term and Termination

Term. These Terms commence on the date you first access the Services and remain in effect until terminated. Subscription terms are set forth in the applicable Order.

Termination for Cause. Either party may terminate these Terms for material breach by the other party if the breach remains uncured for thirty (30) days after written notice.

Effect of Termination. Upon termination (i) all licenses granted to you cease; (ii) you must cease all use of the Services; and (iii) your outstanding payment obligations become immediately due and payable. Firm Timer shall, upon written request, delete or return Customer Data in accordance with the Privacy Policy.

8. Warranties and Disclaimers

Service Warranty. Firm Timer warrants that the Services will perform substantially in accordance with the documentation under normal use. Your sole remedy for breach of this warranty is limited to Firm Timer's commercially reasonable efforts to correct the non‑conformity.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON‑INFRINGEMENT. FIRM TIMER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR‑FREE, SECURE, OR UNINTERRUPTED.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO FIRM TIMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY.

10. Indemnification

You shall indemnify, defend, and hold harmless Firm Timer and its officers, directors, employees, and agents from and against any third‑party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to (i) Customer Data, (ii) your use of the Services in violation of these Terms or applicable law, or (iii) your negligence or willful misconduct.

11. Governing Law; Dispute Resolution

These Terms and any dispute arising hereunder shall be governed by the laws of the State of Delaware, without regard to its conflict‑of‑laws principles. Any controversy or claim shall be resolved exclusively through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with a single arbitrator seated in Boston, Massachusetts. Prior to commencing arbitration, the parties shall attempt in good faith to resolve any dispute informally for a period of thirty (30) days. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

12. Modifications

Firm Timer may revise these Terms at any time. Material changes will be indicated by an updated "Last Updated" date. Your continued use of the Services after such changes become effective constitutes acceptance of the revised Terms.

13. General

Entire Agreement. These Terms, together with any Orders and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

Assignment. You may not assign these Terms without Firm Timer's prior written consent. Firm Timer may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party shall be liable for failure to perform caused by circumstances beyond its reasonable control.

Relationship of the Parties. The parties are independent contractors. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship.

14. Contact

Firm Timer
1 Codman Way #1407
Westboro, MA 01581 USA
Email: avi@firmtimer.com | ritesh@firmtimer.com

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.