Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the Time Machine platform and related services provided by Time Machine Learning, Inc. (“Time Machine,” “we,” “us,” or “our”).

These Terms are intended for use by businesses and other organizations. By accepting these Terms, executing an Order Form that incorporates these Terms, or accessing or using the Services, the entity identified as the customer (“Customer”) agrees to be bound by these Terms.

If an individual accepts these Terms on behalf of an organization, that individual represents and warrants that they have authority to bind that organization.

1. DEFINITIONS

1.1 “Authorized User”

“Authorized User” means an employee, contractor, or other individual authorized by Customer to access and use the Services pursuant to Customer's subscription.

1.2 “Customer Data”

“Customer Data” means information, data, files, documents, recordings, transcripts, training materials, content, and other information submitted to, uploaded to, transmitted through, or otherwise provided to the Services by or on behalf of Customer or its Authorized Users.

1.3 “Services”

“Services” means Time Machine's hosted software platform, applications, AI-powered training and onboarding functionality, related features, APIs, integrations, support, and other services made available to Customer under an applicable Order Form.

1.4 “Order Form”

“Order Form” means an ordering document, subscription agreement, statement of work, or other written or electronic ordering mechanism accepted by Customer and Time Machine that identifies the Services purchased, subscription term, fees, quantities, and other applicable commercial terms.

1.5 “Time Machine Technology”

“Time Machine Technology” means the Services and all software, technology, algorithms, models, AI systems, methodologies, workflows, templates, interfaces, documentation, know-how, processes, designs, and other technology used to provide or operate the Services, together with improvements, modifications, and derivatives thereof.

2. SERVICES

2.1 Provision of Services

Subject to Customer's compliance with these Terms and payment of applicable fees, Time Machine will provide Customer with access to the Services during the applicable subscription term.

The Services may include AI-powered training and onboarding, role-play simulations, course creation and management, analytics and performance tracking, adaptive learning, content generation, integrations, and related customer support and success services.

2.2 Changes to Services

Time Machine continually develops and improves the Services. Accordingly, Time Machine may modify, enhance, replace, or discontinue features of the Services from time to time, provided that Time Machine will not materially reduce the core functionality of the Services during a then-current subscription term.

Time Machine may make changes necessary to address security, legal, regulatory, technical, or third-party service requirements.

2.3 Beta Features

Time Machine may make certain features available on a beta, pilot, evaluation, or experimental basis (“Beta Features”). Beta Features may be subject to additional terms and may not be fully supported or generally available.

Unless otherwise agreed in writing, Beta Features are provided “as is” and may be modified or discontinued at any time.

3. CUSTOMER ACCOUNTS AND AUTHORIZED USERS

3.1 Account Information

Customer shall provide accurate and current information necessary to establish and maintain its account.

Customer is responsible for maintaining the confidentiality of its account credentials and for all activity occurring through its account, except to the extent caused by Time Machine's breach of its security obligations.

3.2 Authorized Users

Customer may permit only its Authorized Users to access the Services.

Customer is responsible for ensuring that its Authorized Users comply with these Terms and is responsible for activity conducted through its account.

Customer shall not share individual login credentials among multiple individuals or permit unauthorized individuals to access the Services.

3.3 Account Security

Customer shall promptly notify Time Machine if it becomes aware of unauthorized access to its account or reasonably suspects that account credentials have been compromised.

4. CUSTOMER RESPONSIBILITIES AND ACCEPTABLE USE

Customer shall use the Services only for lawful business purposes and in accordance with these Terms.

Customer shall not:

• use the Services for unlawful, fraudulent, harmful, or unauthorized purposes;
• attempt to gain unauthorized access to the Services, Time Machine systems, or another customer's account;
• interfere with or disrupt the integrity, security, or performance of the Services;
• introduce viruses, malware, or other malicious code;
• reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except to the extent expressly permitted by applicable law;
• circumvent usage limits, access controls, or security mechanisms;
• use the Services to develop or provide a competing software product;
• copy, reproduce, distribute, resell, sublicense, lease, or commercially exploit the Services except as expressly authorized by Time Machine;
• scrape, crawl, or systematically extract data from the Services except through functionality expressly provided by Time Machine;
• use the Services to infringe or misappropriate another person's intellectual property, privacy, or other rights; or
• use the Services in a manner that violates applicable laws or regulations.

Customer is responsible for determining whether its use of the Services is appropriate for its particular business, workforce, and regulatory environment.

5. CUSTOMER DATA

5.1 Ownership

As between Customer and Time Machine, Customer retains all right, title, and interest in and to Customer Data.

Nothing in these Terms transfers ownership of Customer Data to Time Machine.

5.2 License to Provide the Services

Customer grants Time Machine a limited, non-exclusive, worldwide, royalty-free license to access, use, reproduce, modify, process, store, transmit, and display Customer Data solely as reasonably necessary to:

• provide and operate the Services;
• provide customer support and success services;
• maintain and secure the Services;
• prevent fraud, abuse, and security threats;
• comply with applicable law; and
• perform Time Machine's obligations under an applicable Order Form.

5.3 Customer Responsibility for Customer Data

Customer is responsible for:

• the accuracy, quality, legality, and appropriateness of Customer Data;
• obtaining all rights, permissions, notices, and consents necessary for Time Machine to process Customer Data as contemplated by these Terms;
• ensuring that Customer Data does not violate applicable law or third-party rights; and
• determining whether Customer's use of employee, customer, prospect, call recording, performance, or other personal information in connection with the Services is legally permissible.

5.4 Sensitive Information

Customer shall not use the Services to process highly sensitive personal information or regulated information unless expressly authorized by Time Machine in writing and subject to any additional terms required by Time Machine.

6. ARTIFICIAL INTELLIGENCE

6.1 AI-Powered Features

Certain features of the Services use artificial intelligence and machine learning technologies to generate training materials, simulations, recommendations, evaluations, summaries, responses, analytics, and other outputs.

AI-generated outputs may be inaccurate, incomplete, biased, or inappropriate.

Customer is responsible for reviewing AI-generated outputs before relying upon or distributing them and for determining whether such outputs are appropriate for Customer's intended use.

6.2 No Guarantee of AI Outputs

Although we have strict rules for AI to create lessons, questions, and other outputs using the given materials from our customers, Time Machine does not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated output.

Customer acknowledges that AI systems can produce different outputs from similar inputs and may occasionally produce incorrect or unexpected results.

6.3 Customer Data and Model Training

Unless otherwise expressly agreed in writing, Time Machine will not use Customer Data to train or improve general-purpose AI models for the benefit of third parties.

Time Machine may use aggregated, statistical, and de-identified information derived from use of the Services to operate, analyze, improve, secure, and develop the Services and related technologies, provided that such information does not identify Customer or an individual.

Time Machine may use third-party AI and machine-learning providers to provide certain features of the Services. Such providers may process Customer Data solely as necessary to provide the applicable Services and subject to contractual and technical safeguards appropriate to the services provided.

6.4 Customer AI Use

Customer is responsible for determining how AI-generated outputs are used within its organization, including whether human review is appropriate before such outputs are used for employment, performance management, customer communications, or other consequential decisions.

7. TIME MACHINE INTELLECTUAL PROPERTY

7.1 Time Machine Ownership

Time Machine and its licensors retain all right, title, and interest in and to the Services and Time Machine Technology, including all intellectual property rights therein.

Nothing in these Terms grants Customer ownership of the Services or Time Machine Technology.

7.2 Customer License

Subject to Customer's payment of all applicable fees and compliance with these Terms, Time Machine grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer's internal business purposes.

7.3 Customer Materials

Customer retains ownership of materials supplied by Customer to Time Machine, including Customer's training materials, documentation, product information, sales materials, and other Customer Data.

7.4 Generated Materials

To the extent the Services generate materials specifically for Customer based on Customer Data, Customer may use such materials for its internal business purposes during and after the applicable subscription term, subject to Time Machine's ownership of the underlying Time Machine Technology, methodologies, templates, models, systems, and other proprietary components incorporated into such materials.

7.5 Feedback

Customer may provide suggestions, recommendations, ideas, or other feedback concerning the Services (“Feedback”).

Customer grants Time Machine a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate Feedback into the Services without compensation or attribution.

8. CONFIDENTIALITY

Each party may receive confidential or proprietary information from the other party in connection with the Services.

Each party agrees to:

• use the other party's Confidential Information solely for purposes of performing or receiving the Services;
• protect such information using reasonable measures; and
• not disclose such information to third parties except to employees, contractors, professional advisers, and service providers who have a need to know and are subject to appropriate confidentiality obligations.

“Confidential Information” does not include information that:

• is or becomes publicly available through no breach of these Terms;
• was lawfully known by the receiving party before disclosure;
• is independently developed without use of the disclosing party's Confidential Information; or
• is lawfully received from a third party without a duty of confidentiality.

A party may disclose Confidential Information when required by law, provided that, where legally permitted, it gives the other party reasonable advance notice.

The confidentiality obligations in this Section survive termination of these Terms for three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

9. DATA PROTECTION AND SECURITY

9.1 Data Processing

Where Time Machine processes Personal Information on Customer's behalf, the parties may enter into a Data Processing Addendum (“DPA”).

If applicable, the DPA will govern the processing of Personal Information and will supplement these Terms.

9.2 Security

Time Machine will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

Time Machine may use third-party service providers and subprocessors in providing the Services.

9.3 Security Incidents

If Time Machine becomes aware of a confirmed security incident involving unauthorized access to Customer Data, Time Machine will provide notice to Customer as required by applicable law and will take commercially reasonable steps to investigate, contain, and remediate the incident.

10. THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may integrate with or depend upon third-party products, applications, platforms, APIs, or services (“Third-Party Services”).

Customer's use of Third-Party Services is subject to the applicable third party's terms and policies.

Time Machine is not responsible for the availability, functionality, security, or performance of Third-Party Services.

Customer authorizes Time Machine to access and exchange Customer Data with Third-Party Services when Customer enables an integration.

Time Machine is not responsible for changes to or discontinuation of a Third-Party Service that affect the Services.

11. FEES AND PAYMENT

11.1 Subscription Fees

Customer shall pay the fees specified in the applicable Order Form.

Unless otherwise stated in an Order Form, fees are billed in advance according to the applicable billing cycle.

11.2 Taxes

Fees do not include applicable sales, use, value-added, or similar taxes. Customer is responsible for such taxes, excluding taxes based on Time Machine's net income.

11.3 Payment Terms

Unless otherwise stated in an Order Form, invoices are due within thirty (30) days of receipt.

Customer shall pay all undisputed amounts when due.

11.4 Late Payment

Time Machine may charge reasonable interest or late fees on overdue amounts to the extent permitted by applicable law.

Time Machine may suspend access to the Services for materially overdue undisputed amounts after providing reasonable notice.

Suspension for nonpayment does not relieve Customer of its obligation to pay amounts properly due.

11.5 No Setoff

Customer may not offset, withhold, or deduct amounts owed to Time Machine except as required by applicable law.

11.6 Fee Changes

Time Machine may change its standard pricing for future subscription periods upon reasonable advance notice.

Pricing applicable to a then-current committed subscription term will not be increased unless otherwise provided in the applicable Order Form.

12. SUBSCRIPTION TERM AND RENEWAL

The subscription term and renewal provisions applicable to Customer will be set forth in the applicable Order Form.

Unless otherwise specified in an Order Form, subscriptions automatically renew for successive periods equal to the then-current subscription term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Unless otherwise expressly provided in an Order Form, Customer may not cancel a committed subscription term for convenience or receive a refund of prepaid fees.

13. SUSPENSION

Time Machine may temporarily suspend Customer's or an Authorized User's access to the Services if reasonably necessary to:

• prevent a security threat;
• prevent unlawful activity;
• prevent material harm to the Services or another customer;
• address a material violation of these Terms; or
• address materially overdue undisputed fees.

Where reasonably practicable, Time Machine will provide advance notice and an opportunity to cure before suspension.

Time Machine will use commercially reasonable efforts to limit suspension to the minimum scope and duration reasonably necessary.

14. TERMINATION

14.1 Termination for Cause

Either party may terminate an applicable subscription or these Terms if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice.

Time Machine may terminate immediately if Customer's use of the Services creates an imminent security threat, is unlawful, or materially threatens the security or integrity of the Services.

14.2 Effect of Termination

Upon expiration or termination:

• Customer's right to access and use the Services will end;
• Customer shall pay all undisputed amounts accrued through the effective date of termination;
• each party shall cease using the other's Confidential Information except as permitted by these Terms or applicable law; and
• provisions that by their nature should survive termination will survive.

Termination does not relieve Customer of payment obligations arising from a committed subscription term unless expressly provided otherwise in the applicable Order Form.

15. CUSTOMER DATA AFTER TERMINATION

Following expiration or termination of the applicable subscription, Customer may request an export of Customer Data within thirty (30) days.

Following such period, Time Machine may delete Customer Data from its active production systems, subject to applicable legal requirements and routine backup retention procedures.

Customer acknowledges that Time Machine is not obligated to maintain Customer Data indefinitely after termination.

16. WARRANTIES AND DISCLAIMERS

16.1 Limited Warranty

Time Machine warrants that it will provide the Services in a manner materially consistent with their applicable documentation and generally accepted industry practices.

Customer's exclusive remedy for a material failure to satisfy this warranty shall be for Time Machine to use commercially reasonable efforts to correct the nonconformity.

16.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIME MACHINE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TIME MACHINE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE OR THAT ANY PARTICULAR BUSINESS, SALES, TRAINING, EMPLOYEE PERFORMANCE, REVENUE, OR OTHER RESULT WILL BE ACHIEVED.

17. INDEMNIFICATION

17.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Time Machine and its officers, directors, employees, and agents from third-party claims arising from:

• Customer Data;
• Customer's or its Authorized Users' unlawful use of the Services;
• Customer's material violation of these Terms; or
• Customer's infringement or misappropriation of a third party's rights.

17.2 Time Machine Intellectual Property Indemnification

Time Machine shall defend Customer against a third-party claim alleging that the Services, as provided by Time Machine and used as authorized under these Terms, infringe a U.S. patent, copyright, or trademark.

Time Machine's obligations under this Section do not apply to claims arising from:

• Customer Data;
• Customer's modification of the Services;
• combination of the Services with products or services not provided by Time Machine;
• use of the Services in violation of these Terms; or
• use of the Services after Time Machine has provided notice that such use should cease.

If a claim occurs or is likely to occur, Time Machine may, at its option:

1. procure the right for Customer to continue using the Services;
2. modify or replace the affected Services with substantially equivalent functionality; or
3. terminate the affected Services and refund any prepaid fees attributable to the unused portion of the applicable subscription term.

This Section states Time Machine's entire liability for intellectual property infringement claims.

17.3 Indemnification Procedure

The indemnified party shall promptly notify the indemnifying party of a claim, provide reasonable cooperation, and permit the indemnifying party to control the defense and settlement of the claim.

The indemnifying party may not settle a claim in a manner that admits liability on behalf of the indemnified party or imposes non-monetary obligations on the indemnified party without its consent.

18. LIMITATION OF LIABILITY

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

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIME MACHINE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

(A) THE FEES PAID OR PAYABLE BY CUSTOMER TO TIME MACHINE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) ONE THOUSAND DOLLARS ($1,000).

The limitations in this Section apply regardless of the theory of liability.

Nothing in these Terms limits Customer's obligation to pay fees properly due under an applicable Order Form.

Nothing in these Terms limits liability to the extent such liability cannot lawfully be limited.

19. INSURANCE

Time Machine may maintain insurance coverage appropriate for a company of its size and the nature of the Services.

Customer is responsible for maintaining insurance appropriate to its business, workforce, and use of the Services.

20. COMPLIANCE WITH LAWS

Each party shall comply with laws and regulations applicable to its performance under these Terms.

Customer is responsible for determining whether its use of the Services, including its processing of employee, customer, prospect, call recording, or performance information, complies with applicable laws and regulations.

21. DISPUTE RESOLUTION

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

Before commencing formal proceedings concerning a dispute, the parties shall attempt in good faith to resolve the dispute through discussions between appropriate business representatives.

Any dispute that cannot be resolved through such discussions shall be resolved by binding arbitration administered by the American Arbitration Association under its applicable commercial arbitration rules, unless the parties agree otherwise in writing.

Either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction when necessary to protect confidential information, intellectual property, or prevent unauthorized access to the Services.

Nothing in this Section prevents either party from pursuing lawful collection of undisputed amounts owed.

22. MODIFICATIONS TO THESE TERMS

Time Machine may modify these Terms from time to time.

For material changes, Time Machine will provide reasonable notice, including by posting updated Terms on its website or notifying Customer through the Services or by email.

Unless otherwise required by law, material changes will become effective upon the date specified in the updated Terms.

Customer's continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms.

Any changes that materially and adversely affect an existing committed subscription term will not apply to that subscription term unless required by law or agreed to by Customer.

23. ORDER OF PRECEDENCE

These Terms, together with the applicable Order Form and any applicable DPA, constitute the agreement governing Customer's use of the Services.

If there is a conflict:

1. a mutually executed Order Form controls over these Terms with respect to the specific subject matter of the Order Form;
2. a mutually executed DPA controls with respect to the processing of Personal Information; and
3. these Terms control in all other respects.

Any customer purchase order or similar document will not modify these Terms or impose additional terms unless expressly accepted in writing by an authorized representative of Time Machine.

24. GENERAL PROVISIONS

24.1 Entire Agreement

These Terms, applicable Order Forms, applicable DPAs, and other documents expressly incorporated by reference constitute the entire agreement between the parties regarding the Services and supersede prior agreements concerning the same subject matter.

24.2 Assignment

Customer may not assign or transfer these Terms without Time Machine's prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Customer's assets.

Time Machine may assign these Terms without Customer's consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Time Machine's assets.

24.3 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

24.4 Force Majeure

Neither party shall be liable for failure or delay in performing its obligations, other than payment obligations, caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, governmental actions, labor disputes, telecommunications failures, internet disruptions, widespread outages, or failures of third-party infrastructure.

24.5 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

24.6 Waiver

A party's failure to enforce a provision of these Terms shall not constitute a waiver of its right to enforce that provision later.

24.7 Notices

Notices required under these Terms shall be provided in writing by email, recognized overnight courier, or another method reasonably calculated to provide actual notice.

24.8 No Third-Party Beneficiaries

These Terms do not create any rights for third parties except where expressly stated.

24.9 Electronic Signatures

Electronic signatures and electronic acceptance of these Terms shall have the same force and effect as an original signature to the maximum extent permitted by applicable law.

24.10 Survival

Provisions concerning fees, Customer Data, intellectual property, confidentiality, indemnification, limitations of liability, dispute resolution, and any other provisions that by their nature should survive termination shall survive termination.

25. CONTACT INFORMATION

Questions concerning these Terms may be directed to:

Time Machine Learning, Inc.
Website: https://timeml.ai/
Email: help@timeml.ai
Legal inquiries: legal@timeml.ai