These Terms of Service (this "Agreement") are entered into by and between Time and Space Technologies, Inc., a Delaware corporation with offices located at 131 Continental Dr, Suite 305, Newark, DE 19713 ("Provider"), and any individual or entity accessing or using the services provided by Provider ("Customer"). By accessing or using the services, or by clicking "I Agree" or a similar button or checkbox when presented with these terms, Customer agrees to be bound by these Terms of Service. If Customer does not agree to all the terms of this Agreement, they may not access or use the services. Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."
WHEREAS, Provider provides access to the Services to its Customers; and
WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1) Definitions.
a) "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
b) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
c) "Customer Data" means, other than Aggregated Statistics, 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.
d) "Documentation" means Provider's user manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form and end user documentation relating to the Services available at https://www.recallapp.com.
e) "Provider IP" means the Services, 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, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data. f) "Services" means the software-as-a-service offering described in Exhibit A.
g) "Third-Party Products" means any third-party products, if applicable, described in Exhibit A provided with or incorporated into the Services.
2) Access and Use.
a) Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.
b) Electronic Acceptance. Customer agrees that by clicking “I Agree” or otherwise indicating acceptance of this Agreement electronically, including agreeing to the End User License Agreement (EULA), this Agreement is legally binding and enforceable.
i) Terms of Service Agreement: By accepting these terms, the Customer acknowledges and agrees to abide by the rules and conditions outlined in this Terms of Service Agreement.
ii) The End User License Agreement (EULA): The Customer also acknowledges and agrees to the EULA, which governs the licensing and use of the software services provided by the Provider.
iii) The Data Privacy Policy can be found here and is available for Customer’s review but does not require acceptance.
c) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes.
d) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services; or (iv) use the Services in any manner or for any purpose that violates any applicable law.
3) Customer Registration and Account Security.
a) Account Creation. Customer may be asked to provide registration details, including a user ID and password. It is a condition of Customer’s use that all information is accurate and current.
b) Account Responsibility. Customer is responsible for maintaining the confidentiality of the account credentials and agrees to notify Provider immediately of any unauthorized access or breach.
c) Account Access. Provider reserves the right to withdraw or amend the Services or restrict access at any time at its discretion.
4) Prohibited Uses of Services.Customer agrees not to use the Services:
a) In violation of any law.
b) To harm minors.
c) To send spam or unauthorized promotions.
d) To impersonate Provider or other users.
e) To introduce malware or attempt to gain unauthorized access to systems.
5) Fees and Payment.
a) Fees and Expenses. Customer shall pay all fees due according to their plan.
b) Subscription Services. The Services may include automatically recurring payments. Subscriptions continue unless canceled before renewal.
c) Licensing Fees. Customer agrees to pay applicable licensing fees based on their selected plan.
d) Promotions. Promotional pricing may be changed or withdrawn at any time.
e) Payment Processing. Payments will be processed by third-party providers (Stripe, PayPal, etc.). Customer is responsible for compliance with those providers’ terms.
f) Taxes. Customer shall pay applicable taxes.
6) Privacy and Data Security.
a) Data Collection and Use. Provider collects and uses Customer data in accordance with its Privacy Policy.
b) Data Security. Provider implements reasonable safeguards but cannot guarantee absolute security.
7) Intellectual Property Ownership; Feedback.
a) Provider IP. Provider owns all rights in and to the Services and related intellectual property.
b) Customer Data. Customer owns all rights in their data and grants Provider a limited license for service provision.
c) Feedback. Provider may freely use Customer feedback without obligation.
8) Warranty and Disclaimer.
CUSTOMER’S USE OF THE SERVICES IS AT THEIR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
9) Exclusion of Damages.
UNDER NO CIRCUMSTANCES SHALL PROVIDER BE LIABLE FOR ANY DAMAGES ARISING FROM USE OR INABILITY TO USE THE SERVICES.
10) Limitation of Liability.
In no event will Provider’s total liability exceed the amount paid by Customer in the previous six months or $25, whichever is greater.
11) Indemnification.
Customer agrees to indemnify and hold harmless Provider against all claims and expenses arising from use of the Services or breach of this Agreement.
12) Dispute Resolution.
a) Informal Dispute Resolution. The Parties agree to attempt good faith resolution before arbitration.
b) Binding Arbitration. All disputes shall be resolved by binding arbitration in New York City, per AAA rules.
c) Consent to Jurisdiction. The Parties consent to jurisdiction in New York courts for related proceedings.
d) Class Action Waiver. Customer agrees not to participate in any class or representative action.
13) Miscellaneous.
a) Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
b) Notices. All notices must be in writing.
c) Governing Law. This Agreement is governed by the laws of Delaware.
d) Assignment. Customer may not assign rights without Provider’s consent.
e) Severability. Invalid provisions do not affect the remainder.
f) Amendments. Modifications must be in writing signed by both Parties.
EXHIBIT A
A. Description of Services: Recall is external hard drive management software for cataloging files, detecting duplicates, and syncing drive data across users.
B. Fees: Free plan allows up to 2 drives and 40,000 files. Pro and Business plans have paid tiers managed via Stripe.
C. Authorized Users: [NUMBER]
D. Third-Party Products: Integrates with Google Analytics, Sentry, and Posthog.