FIG.00LEGAL / SPEC

Terms of Service

Effective Date · February 24, 2026

00 — DOCUMENT

IRONCLOCK

Terms of Service

Effective Date: February 24, 2026

Welcome to IronClock. These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("You", "Subscriber", "User") and Kevadia LLC, doing business as IronClock ("Company", "we", "us", or "our") governing your access to and use of the IronClock platform, including the web application, mobile application, application programming interfaces (APIs), and all related services (collectively, the "Service").

IronClock is a cloud-based timesheet and workforce management platform that enables organizations and individuals to track time, manage employee schedules, monitor attendance, and generate workforce analytics.

BY ACCESSING, BROWSING, OR USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING THE WEBSITE, CREATING AN ACCOUNT, DOWNLOADING THE MOBILE APPLICATION, OR USING ANY FEATURE OF THE SERVICE, YOU IRREVOCABLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE.

If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have full authority to bind that organization to these Terms. Any breach of these Terms by an Authorized User shall be deemed a breach by the Subscriber.

1. DEFINITIONS

"Account" means a registered user account on the IronClock platform.

"Authorized User" means any individual who is authorized by a Subscriber to access and use the Service under the Subscriber's Account, including employees, contractors, and administrators.

"Customer Data" means all data, information, and content uploaded, submitted, or generated by the Subscriber or Authorized Users through the Service, including but not limited to timesheet entries, employee information, schedules, workforce analytics, clock-in and clock-out records, GPS location data, facial recognition images and biometric identifiers, NFC tag scan records, uploaded documents (such as identification and safety certification cards), and device information.

"Free Plan" means the tier of Service offered at no charge, subject to usage limitations, provided on an "as-is" basis, and which may be modified, limited, or discontinued by the Company at any time without notice.

"Paid Plan" means any subscription tier of Service requiring payment of fees, including but not limited to Starter, Professional, and Enterprise plans.

"Service" means the IronClock web application, mobile application (iOS and Android), APIs, integrations, and all associated features and functionalities, as may be modified by the Company from time to time in its sole discretion.

"Service Data" means all data generated by the Service regarding usage patterns, performance metrics, system logs, metadata, and aggregated analytics, which is exclusively owned by the Company.

"Subscriber" means the individual or entity that creates an Account and subscribes to the Service, who assumes full liability for all activity under the Account.

2. ACCEPTANCE AND MODIFICATION OF TERMS

2.1 Binding Agreement

These Terms become effective upon your first access to or use of the Service and constitute a binding contract. Continued use of the Service after any modification to these Terms constitutes irrevocable acceptance of the modified Terms.

2.2 Unilateral Modification

The Company reserves the right to modify, amend, supplement, or replace these Terms at any time. For material changes, the Company will provide at least thirty (30) days' prior notice by email to the address associated with your Account or by prominent notice within the Service. For non-material changes, the Company will use reasonable efforts to provide notice. Modifications shall become effective upon the expiration of the applicable notice period. It is your responsibility to review these Terms periodically. Your continued use of the Service following the effective date of any modification constitutes binding acceptance. If you do not agree with a material change, you may terminate your subscription within thirty (30) days of notice and receive a pro-rata refund of prepaid fees for the unused portion of your subscription term.

2.3 Additional Terms

Certain features or services may be subject to additional terms, policies, guidelines, or rules ("Additional Terms") which are hereby incorporated by reference. In the event of a conflict between these Terms and any Additional Terms, the Additional Terms shall control with respect to the applicable feature or service, unless the Company determines otherwise in its sole discretion.

3. ACCOUNT REGISTRATION AND ELIGIBILITY

3.1 Eligibility

You must be at least 18 years of age (or the age of legal majority in your jurisdiction) to create an Account. By registering, you represent and warrant that you meet this eligibility requirement and that all registration information you provide is accurate, current, and complete. Providing false or misleading registration information constitutes a material breach of these Terms.

3.2 Account Security and Absolute Responsibility

You are solely and exclusively responsible for maintaining the confidentiality of your Account credentials and for any and all activities that occur under your Account, whether or not authorized by you. You agree to:

  • Create a strong, unique password and never share your credentials with any party;
  • Immediately notify us of any unauthorized access to or use of your Account;
  • Ensure that all Authorized Users comply with these Terms in full;
  • Accept full liability for any damages, losses, or costs resulting from any failure to secure your Account.

The Company shall not be liable for any loss or damage arising from your failure to comply with this Section, including any unauthorized access resulting from compromised credentials, regardless of cause.

3.3 Organizational Accounts

If you create an Account on behalf of an organization, the organization is jointly and severally liable with you for all obligations under these Terms and for all actions of its Authorized Users. The Company may enforce these Terms against the organization and/or any individual administrator.

4. THE SERVICE

4.1 Service Description

IronClock provides a cloud-based workforce management platform. Features include, but are not limited to:

  • Time tracking, timesheet management, and timesheet approval workflows
  • Employee scheduling and shift management
  • Attendance monitoring and reporting
  • GPS-based location verification and continuous background location tracking during active shifts (mobile application)
  • Geofencing with configurable enforcement, including automated clock-in/out based on geofence entry and exit
  • NFC tag-based site presence verification
  • Facial recognition-based identity verification at clock-in and clock-out (where enabled by the Subscriber)
  • Project, client, and task time allocation
  • Workforce analytics and reporting dashboards
  • Payroll integration and export capabilities, including third-party accounting integrations
  • Team management, organizational hierarchy, and role-based access controls
  • Worker document management (identification cards, safety certifications) with verification workflows
  • Safety meeting management, worker orientations, and compliance tracking
  • Push notifications and in-app notifications
  • Offline clock-in and clock-out support (mobile application) with automatic synchronization
  • iOS Live Activities and Android Live Updates for active shift status display

4.2 No Guaranteed Availability

The Service is provided on an "as available" basis. We may, in our sole discretion, perform maintenance, updates, or upgrades at any time, which may result in temporary or extended unavailability. For Paid Plans, the Company will use commercially reasonable efforts to maintain Service availability of at least 99.5% measured on a monthly basis, excluding scheduled maintenance. This availability target does not constitute a warranty and is subject to the limitations in Section 11. For Enterprise Plan Subscribers, if the Company fails to meet the 99.5% availability target in any calendar month, Subscriber shall receive a service credit equal to five percent (5%) of the applicable monthly fees for each additional 0.5% of downtime below the target, up to a maximum credit of thirty percent (30%) of the applicable monthly fees. Service credits must be requested within thirty (30) days of the end of the affected month and shall be applied to future invoices. The Company shall have no liability for any downtime, interruption, data loss, or reduced functionality beyond the remedies set forth in these Terms.

4.3 Mobile Application

The IronClock mobile application is available for iOS and Android devices. Use of the mobile application is subject to these Terms, the applicable app store's terms and conditions, and any Additional Terms. The mobile application may collect the following categories of data as necessary for the Service:

  • Location data: GPS coordinates at clock-in and clock-out events, and continuous background location tracking during active shifts for geofence monitoring (at regular intervals while a shift is active);
  • Device information: device identifiers, platform type, and push notification tokens;
  • NFC tag scan data: tag identifiers scanned during clock events for site presence verification;
  • Usage analytics: event-level analytics (such as clock events, screen views, and feature usage) transmitted to third-party analytics providers;
  • Error and performance data: crash reports and performance metrics transmitted to third-party error tracking and monitoring services.

By installing and using the mobile application, you consent to such collection. Background location tracking may be disabled by revoking location permissions in your device settings, which may limit the availability of certain features such as geofencing.

4.3.1 Biometric Data Notice

Where facial recognition features are enabled by the Subscriber, the mobile application collects and processes biometric data, including facial images and facial geometry identifiers ("Biometric Data"), for the purpose of verifying Authorized User identity during clock-in and clock-out events. Biometric Data is:

  • Collected only with the informed, written consent of the Authorized User, obtained prior to initial collection;
  • Stored in encrypted form (AES-256) on secure servers;
  • Retained for a maximum of six (6) months from the date of collection, after which it is permanently deleted;
  • Not sold, leased, traded, or otherwise disclosed to third parties, except as required by law or with the Authorized User's consent.

The Subscriber is solely responsible for: (a) determining whether applicable biometric data laws (including the Illinois Biometric Information Privacy Act, Texas Capture or Use of Biometric Identifier Act, and similar state or international laws) apply to its use of facial recognition features; (b) obtaining all required consents from Authorized Users prior to enabling facial recognition; and (c) maintaining and making available to Authorized Users a written biometric data policy as required by applicable law. The Company provides tools to facilitate consent collection but does not guarantee compliance with jurisdiction-specific biometric data requirements.

4.4 Sole Discretion to Modify or Discontinue

The Company reserves the absolute and unrestricted right to modify, suspend, limit, or permanently discontinue any feature, functionality, or the entire Service at any time, for any reason, with or without notice. No modification, suspension, or discontinuation of the Service shall entitle you to any refund, credit, damages, or other compensation, except that if the Company permanently discontinues the entire Service, Subscribers on Paid Plans shall receive a pro-rata refund of prepaid fees for the unused portion of their then-current subscription term.

4.5 Location Tracking and Geofencing

Where geofencing features are enabled by the Subscriber, the Service tracks Authorized Users' GPS location continuously during active shifts to determine whether they are within designated work site boundaries. This tracking may result in automated actions, including: automatic clock-in upon entering a geofence, automatic clock-out upon exiting a geofence (subject to a configurable grace period), and supervisor notifications of geofence violations. The Subscriber is solely responsible for: (a) informing Authorized Users that location tracking is active during shifts; (b) obtaining any consents required by applicable law for continuous location monitoring of employees; and (c) configuring geofence settings appropriately for their operations. The Company disclaims all liability for employment-related claims arising from the Subscriber's use of geofencing or automated clock-in/out features.

4.6 Beta Features

The Company may offer beta, preview, or experimental features ("Beta Features") at its discretion. Beta Features are provided "as is" with no warranties of any kind. The Company may modify or withdraw Beta Features at any time without liability. Your use of Beta Features is entirely at your own risk, and you waive all claims arising from or related to Beta Features.

5. SUBSCRIPTION PLANS, FEES, AND PAYMENT

5.1 Free Plan

The Free Plan provides limited access to the Service at no cost. The Free Plan is provided entirely at the Company's discretion and may be modified, limited, degraded, or permanently discontinued at any time without notice or liability. Free Plan users have no entitlement to continued access, specific features, data retention, or service levels. The Company may impose or change usage limits, feature restrictions, or advertising at any time.

5.2 Paid Plans and Auto-Renewal

ALL PAID PLANS AUTOMATICALLY RENEW at the end of each billing cycle (monthly or annually) at the then-current rate unless you cancel before the end of the current billing period. By subscribing to a Paid Plan, you expressly authorize the Company (or its third-party payment processor) to automatically charge your designated payment method for each renewal period. Prior to your initial subscription, the Company will provide clear and conspicuous disclosure of the auto-renewal terms, including the renewal price, frequency, and cancellation instructions. You will receive a confirmation communication summarizing these terms. You may cancel your subscription at any time through your Account settings.

5.3 Billing and Payment

  • Subscription fees are billed in advance on a recurring basis. All fees are denominated in U.S. dollars unless otherwise specified in an Order Form.
  • You are solely responsible for ensuring your payment method remains valid and current. Failed payments may result in immediate suspension of access.
  • The Company may engage third-party payment processors who are subject to their own terms and privacy policies. The Company is not responsible for any errors, charges, or disputes arising from third-party payment processing.
  • Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all costs of collection, including reasonable attorneys' fees.

5.4 No Refunds

ALL FEES ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AS REQUIRED BY APPLICABLE LAW. NO REFUNDS OR CREDITS SHALL BE ISSUED FOR PARTIAL USE, DISSATISFACTION WITH THE SERVICE, VOLUNTARY ACCOUNT TERMINATION, DOWNTIME, FEATURE CHANGES, OR SERVICE MODIFICATIONS. THIS APPLIES REGARDLESS OF THE SUBSCRIPTION PERIOD (MONTHLY OR ANNUAL) AND REGARDLESS OF WHETHER YOU HAVE USED THE SERVICE DURING THE APPLICABLE PERIOD. To the extent that applicable consumer protection laws in your jurisdiction provide mandatory refund rights, such rights are not limited by this Section.

5.5 Price Changes

The Company may increase subscription fees at any time. For annual Paid Plans, price increases will take effect at the next renewal date. For monthly Paid Plans, price increases may take effect with thirty (30) days' notice. Continued use of the Service or failure to cancel before the next billing cycle constitutes acceptance of the new fees.

5.6 Taxes and Additional Charges

All fees are exclusive of all taxes, levies, duties, and governmental charges of any kind (including VAT, GST, sales tax, and withholding taxes). You are solely responsible for all taxes associated with your use of the Service, excluding taxes based solely on the Company's net income. If the Company is required to collect or remit taxes on your behalf, such amounts will be added to your invoice.

5.7 Overage Charges

If your usage exceeds the limits of your current plan (e.g., number of users, API calls, storage), the Company will notify you and may, in its sole discretion: (a) with your prior consent, upgrade your plan to the next applicable tier; (b) charge overage fees at the rates published on our pricing page, provided such rates were disclosed to you at the time of subscription; or (c) throttle or restrict your access until usage is brought within plan limits. The Company will use reasonable efforts to notify you before overage charges are incurred.

6. ACCEPTABLE USE POLICY

6.1 Permitted Use

You may use the Service solely for its intended purpose of workforce management, time tracking, and related business operations, and solely within the scope of your subscription plan. You agree to comply with all applicable laws and regulations.

6.2 Prohibited Conduct

You agree not to, and will not permit any Authorized User or third party to:

  • Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
  • Attempt to gain unauthorized access to the Service, other Accounts, or any related systems or networks;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service;
  • Use the Service to transmit malware, viruses, or other harmful code;
  • Benchmark, stress test, or conduct performance comparisons of the Service without prior written consent;
  • Publish, share, or disclose any performance data, benchmarks, or comparative analysis of the Service;
  • Interfere with or disrupt the integrity, security, or performance of the Service or any related infrastructure;
  • Use automated means (bots, scrapers, crawlers, spiders) to access the Service without prior written consent;
  • Resell, sublicense, redistribute, or make available the Service or any component thereof to third parties;
  • Use the Service in a manner that competes with or is detrimental to the Company;
  • Submit false, misleading, or fraudulent timesheet data or otherwise misrepresent workforce records;
  • Circumvent any usage limits, security measures, rate limits, or access controls;
  • Use the Service to build a competing product or service, or to assist any third party in doing so;
  • Attempt to extract, scrape, or mine data from the Service for purposes other than authorized use of the Service.

6.3 Monitoring and Enforcement

The Company reserves the right to monitor your use of the Service for compliance with these Terms. We may, in our sole and absolute discretion, investigate suspected violations and take any action we deem appropriate, including but not limited to: issuing warnings, suspending or terminating your Account, removing content, restricting access, reporting violations to law enforcement, and pursuing any available legal remedies. You agree that the Company shall have no liability for any actions taken pursuant to this Section.

6.4 Rate Limiting and Fair Use

The Company may implement rate limits, usage caps, and fair use policies at any time. Excessive usage that impacts the Service or other users may result in throttling, suspension, or termination at the Company's sole discretion.

7. DATA OWNERSHIP, RIGHTS, AND PRIVACY

7.1 Customer Data

Subject to the rights granted to the Company herein, you retain ownership of your Customer Data. By using the Service, you grant the Company a non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, transmit, and display Customer Data solely as necessary to: (a) provide, maintain, and support the Service; (b) comply with legal obligations; and (c) exercise the Company's rights under these Terms. This license terminates upon deletion of Customer Data following termination of your Account in accordance with Section 7.7. For clarity, the Company's right to use aggregated and anonymized data is governed separately by Section 7.3.

7.2 Service Data — Exclusive Company Property

All Service Data is the sole and exclusive property of the Company. Service Data includes, without limitation: usage patterns, performance metrics, system logs, metadata, telemetry data, aggregated analytics, feature utilization data, and any derivative data generated through the Service's operation. The Company may use Service Data for product improvement, research, industry benchmarking, and marketing. The Company may share Service Data with third parties in aggregated or anonymized form for lawful business purposes, provided such data cannot reasonably be used to identify any individual.

7.3 Aggregated and Anonymized Data

The Company may collect, aggregate, and anonymize Customer Data and Service Data to create datasets that do not identify you or any individual. The Company owns all rights in such aggregated and anonymized data and may use, disclose, and otherwise exploit such data for any lawful business purpose, in perpetuity, without compensation or attribution to you. The Company shall use industry-standard anonymization techniques and shall not attempt to re-identify any individual from aggregated or anonymized data. This right survives termination of these Terms.

7.4 Personal Data and Employee Information

The Service collects and processes personally identifiable information ("PII") of Subscribers, Authorized Users, and their employees. You represent and warrant that: (a) you have obtained all necessary consents, authorizations, and legal bases for the processing of such data through the Service; (b) you will comply with all applicable data protection laws; and (c) you will indemnify and hold harmless the Company from any claims arising from your failure to obtain proper consents or comply with data protection obligations.

7.5 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, incorporated into these Terms by reference. Our use of cookies and similar technologies is further described in our Cookie Policy, also incorporated into these Terms by reference. In the event of any conflict between the Privacy Policy and these Terms with respect to the processing of personal data, the Privacy Policy shall prevail. For all other matters, these Terms shall control.

7.6 Data Processing Agreement

For Subscribers who require a Data Processing Agreement (DPA) under applicable data protection laws, the Company offers a standard DPA available upon request. The Company's standard DPA is non-negotiable except for Enterprise Plan Subscribers, and any modifications require the Company's written approval.

7.7 Data Retention and Deletion

Customer Data will be retained during the term of your subscription. The following retention periods apply to specific data types:

  • General Customer Data (timesheet entries, employee records, schedules, documents): retained during the subscription term and for thirty (30) days following termination or expiration, during which you may request export;
  • Biometric Data (facial recognition images and identifiers): retained for a maximum of six (6) months from the date of collection, then permanently deleted, regardless of subscription status;
  • Audit logs (records of administrative actions, including IP addresses and user agents): retained for the duration of the subscription and for up to twelve (12) months following termination for security, compliance, and legal purposes;
  • Location data (GPS coordinates from clock events and background tracking): retained as part of time entry records for the duration of the subscription and the thirty (30) day post-termination period.

After the applicable retention period, the Company may permanently delete the corresponding data without further notice. The Company is under no obligation to maintain, export, or return Customer Data after the retention period. It is your sole responsibility to export your data prior to the expiration of the retention period.

7.8 Data Security

The Company implements commercially reasonable security measures to protect Customer Data. However, you acknowledge that no method of electronic storage or internet transmission is completely secure. The Company makes no warranty or guarantee regarding the security of any data transmitted to or stored by the Service, and shall not be liable for any unauthorized access, data breach, data loss, or security incident, except to the extent caused by the Company's failure to comply with its obligations under these Terms, any applicable Data Processing Agreement, or applicable data protection law.

7.9 Data Portability

The Company may offer data export features as part of the Service. Data export capabilities may vary by plan tier and may be subject to additional fees. Where required by applicable data protection law (including the GDPR right to data portability), the Company shall make Customer Data available in a structured, commonly used, and machine-readable format upon request.

7.10 Audit Logging

The Service maintains audit logs of administrative and significant user actions for security, compliance, and dispute resolution purposes. Audit logs may include the action performed, the identity of the user, timestamp, IP address, user agent, and a record of changes made. Audit logs are classified as Service Data and are retained in accordance with Section 7.7. The Company may use audit logs to investigate suspected violations of these Terms, respond to legal process, and ensure the security of the Service.

8. INTELLECTUAL PROPERTY

8.1 Company Intellectual Property

The Service, including all software, source code, object code, algorithms, machine learning models, user interfaces, designs, text, graphics, logos, trademarks, trade secrets, patents, copyrights, and all other intellectual property (collectively, "IronClock IP"), is and shall remain the sole and exclusive property of the Company. These Terms grant you no right, title, or interest in the IronClock IP other than the limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of your subscription, subject to full compliance with these Terms.

8.2 Feedback and Suggestions — Full Assignment

Any and all suggestions, ideas, enhancement requests, recommendations, bug reports, feature requests, or other feedback ("Feedback") provided by you or any Authorized User are hereby irrevocably assigned to the Company. You agree that: (a) the Company shall own all rights, title, and interest in all Feedback; (b) the Company may use, modify, incorporate, and commercially exploit Feedback for any purpose without restriction, attribution, or compensation; (c) you waive all moral rights in the Feedback; and (d) this assignment is irrevocable and survives termination of these Terms.

8.3 No Reverse Engineering

You shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying algorithms, or structure of the Service; (c) use the Service to develop any product or service that competes with the Service; or (d) remove, alter, or obscure any proprietary notices on the Service.

8.4 Usage in Marketing

With your prior written consent, the Company may use your name, logo, and a general description of your use case in marketing materials, case studies, customer lists, and promotional content. You may grant or withdraw such consent at any time by contacting the Company. Enterprise Plan Subscribers may negotiate separate terms regarding marketing use.

9. THIRD-PARTY INTEGRATIONS AND SERVICES

9.1 Third-Party Service Providers

The Service relies on and integrates with third-party services to deliver its functionality. These include, but are not limited to:

  • Cloud infrastructure and data storage providers for encrypted storage of Customer Data, documents, and biometric images;
  • Payment processing services for subscription billing and invoice management;
  • Email delivery services for transactional communications such as invitations, notifications, and billing correspondence;
  • Analytics services for usage analytics and event tracking within the web and mobile applications;
  • Push notification services for delivering notifications to mobile devices via platform-native notification channels;
  • Error tracking and application performance monitoring services for identifying and resolving software issues;
  • Accounting integration services for payroll synchronization, where enabled by the Subscriber.

The Company may update the specific service providers from time to time. A current list of sub-processors is available upon request for Subscribers who require it under applicable data protection laws.

9.2 Third-Party Terms

You acknowledge and agree that:

  • Your use of third-party services is governed solely by that third party's terms and privacy policies;
  • The Company makes no representation or warranty regarding any third-party service, including its availability, accuracy, security, or fitness for purpose;
  • The Company shall have no liability for any loss, damage, or claim arising from your use of or reliance on any third-party service;
  • The Company may add, modify, or remove third-party integrations at any time without notice;
  • Data shared with third-party services is subject to the third party's data practices, and the Company is not responsible for any third party's handling of your data.

10. DISCLAIMERS AND WARRANTIES

10.1 Comprehensive Disclaimer

THE SERVICE, INCLUDING ALL CONTENT, FEATURES, FUNCTIONALITY, DATA, AND ANALYTICS, IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, QUALITY, AVAILABILITY, UNINTERRUPTED USE, ERROR-FREE OPERATION, COMPATIBILITY, SECURITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

10.2 No Accuracy Guarantee

THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY DATA, ANALYTICS, REPORTS, OR CALCULATIONS GENERATED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (E) THE SERVICE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. You are solely responsible for verifying the accuracy and completeness of all data and outputs generated through the Service.

10.3 No Legal, Tax, or Compliance Advice

The Service is a workforce management tool and is not a substitute for professional legal, tax, accounting, or compliance advice. The Company provides no guidance whatsoever regarding labor law compliance, wage and hour regulations, tax obligations, or employment standards. You bear sole and exclusive responsibility for ensuring compliance with all applicable laws in your jurisdiction.

10.4 Internet and Technology Risks

You acknowledge that the Service operates over the internet and depends on third-party infrastructure. The Company disclaims all liability for interruptions, delays, security breaches, data loss, or other issues caused by internet connectivity, third-party providers, or circumstances beyond the Company's reasonable control.

11. LIMITATION OF LIABILITY

11.1 Comprehensive Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR ANTICIPATED BENEFITS; (C) LOSS OF DATA, CUSTOMER DATA, OR DATA CORRUPTION; (D) COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (E) BUSINESS INTERRUPTION; (F) PERSONAL INJURY OR PROPERTY DAMAGE; (G) ANY CLAIMS BY THIRD PARTIES (INCLUDING AUTHORIZED USERS AND EMPLOYEES); ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, OR YOUR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). FOR FREE PLAN USERS, THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

11.3 Essential Basis of the Bargain

The disclaimers, exclusions, and limitations of liability set forth in these Terms form an essential basis of the bargain between you and the Company. The Company would not provide the Service without these limitations. These limitations shall apply to the fullest extent permitted by law, regardless of whether any limited remedy fails of its essential purpose.

11.4 Time Limitation on Claims

To the extent permitted by applicable law, any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after the cause of action accrues, regardless of when you became aware of the issue. Any claim not filed within this period is permanently barred.

11.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the Company's liability shall be limited to the maximum extent permitted by applicable law.

12. INDEMNIFICATION

12.1 Your Indemnification Obligations

You agree to unconditionally indemnify, defend, and hold harmless the Company, its parent companies, subsidiaries, affiliates, officers, directors, employees, contractors, agents, licensors, suppliers, and service providers (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, settlements, judgments, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising out of or in connection with:

  • Your access to or use of the Service;
  • Any Customer Data you or your Authorized Users submit through the Service;
  • Any breach or alleged breach of these Terms by you or your Authorized Users;
  • Your violation of any applicable law, regulation, or third-party right;
  • Any claim by an Authorized User, employee, contractor, or third party related to data processed through the Service or actions taken in reliance on the Service;
  • Any employment dispute, labor law violation, or regulatory action arising from your use of the Service;
  • Any claim that your Customer Data infringes any third party's intellectual property, privacy, or other rights;
  • Your failure to obtain necessary consents for data processing under applicable data protection laws;
  • Any claim arising from your use of biometric features (including facial recognition) without obtaining required consents or maintaining required biometric data policies under applicable biometric data laws.

12.2 Indemnification Procedure

The Company shall provide you with prompt written notice of any claim subject to indemnification (provided that failure to provide timely notice shall not relieve your indemnification obligations except to the extent you are materially prejudiced). The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification, at your sole expense, and you agree to cooperate fully with the Company's defense. You shall not settle any claim without the Company's prior written consent.

12.3 Company Indemnification for IP Infringement

The Company shall defend, indemnify, and hold harmless Subscriber from and against any third-party claim alleging that the Service, as provided by the Company and used in accordance with these Terms, infringes any third-party patent, copyright, or trademark, provided that: (a) Subscriber provides prompt written notice of the claim; (b) the Company has sole control of the defense and settlement; and (c) Subscriber cooperates fully with the defense. The Company's obligations under this Section shall not apply to claims arising from: (i) modifications to the Service not made by the Company; (ii) combination of the Service with non-Company products or services; (iii) use of the Service in violation of these Terms; or (iv) Customer Data. If the Service becomes, or in the Company's opinion is likely to become, the subject of an infringement claim, the Company may, at its option: (x) procure the right for you to continue using the Service; (y) modify the Service to make it non-infringing; or (z) terminate your access and provide a pro-rata refund of prepaid fees. Notwithstanding Section 11.2, the Company's total liability under this Section 12.3 shall not exceed two (2) times the total fees actually paid by Subscriber to the Company in the twelve (12) months immediately preceding the first event giving rise to the claim. Except as set forth in this Section or in a separately executed Enterprise Agreement, the Company has no further obligation to indemnify you or any third party under these Terms.

13. TERM AND TERMINATION

13.1 Term

These Terms are effective from the date you first access or use the Service and remain in effect until terminated.

13.2 Termination by You

You may terminate your Account by using the Account settings within the Service or by contacting our support team. For Paid Plans, you must cancel at least thirty (30) days before the end of the current billing period. Termination shall take effect at the end of the then-current billing cycle. No prorated refunds, credits, or reimbursements will be issued for any reason, including unused time on annual subscriptions.

13.3 Termination and Suspension by the Company

The Company may, in its sole and absolute discretion, suspend, restrict, or terminate your Account and access to the Service at any time, for any reason or no reason, with or without notice. Without limiting the foregoing, the Company may immediately suspend or terminate your Account if:

  • You breach any provision of these Terms;
  • We suspect fraudulent, abusive, or unlawful activity on your Account;
  • Your payment method fails and you do not cure within five (5) business days;
  • Your activity threatens the security, integrity, or availability of the Service or other users;
  • Required by law, regulation, or court order;
  • Your Account has been inactive for ninety (90) consecutive days (Free Plan) or twelve (12) consecutive months (Paid Plan);
  • Your use of the Service competes with or is detrimental to the Company;
  • The Company decides to discontinue the Service or any portion thereof.

If the Company terminates a Paid Plan Account without cause (i.e., not for any of the reasons listed above), the Company will provide a pro-rata refund of prepaid fees for the unused portion of the then-current billing period.

13.4 Effect of Termination

Upon termination for any reason:

  • Your right to access and use the Service shall immediately and irrevocably cease;
  • All licenses granted to you under these Terms shall immediately terminate;
  • You must immediately cease all use of the Service and delete any copies of the Service software;
  • All fees owed through the termination date become immediately due and payable;
  • The Company may, but is not obligated to, retain your Customer Data for up to thirty (30) days following termination, during which you may request export; after this period, the Company may permanently delete all Customer Data without notice or liability;
  • The Company shall have no obligation to provide any transition assistance, data migration, or ongoing access.

13.5 Survival

Sections 5 (Fees — including outstanding payment obligations), 7 (Data Ownership and Rights), 8 (Intellectual Property), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), and 16 (General Provisions) shall survive any termination or expiration of these Terms.

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.2 Mandatory Informal Resolution

Before initiating any formal dispute resolution proceeding, the initiating party must first contact the other party in writing and attempt to resolve the dispute through good faith negotiation for at least sixty (60) days. The initiating party must comply with this requirement before commencing any formal dispute resolution proceeding.

14.3 Mandatory Binding Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR IN HUDSON COUNTY, NEW JERSEY. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. This Section 14.3 shall not apply where mandatory consumer protection laws in your jurisdiction prohibit binding pre-dispute arbitration agreements.

14.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER TYPE OF PROCEEDING IN WHICH ANY PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THE PARTIES AGREE THAT SUCH CLAIM MAY PROCEED IN A COURT OF COMPETENT JURISDICTION AS SET FORTH IN SECTION 14.7, WHILE ALL OTHER CLAIMS SHALL REMAIN SUBJECT TO ARBITRATION.

14.5 Arbitration Costs

Each party shall bear its own costs and attorneys' fees in any arbitration proceeding. The arbitrator may not award attorneys' fees to the prevailing party except as required by applicable statute.

14.6 Injunctive Relief

Notwithstanding the above, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction at any time to protect its intellectual property, confidential information, or to enforce the terms of this Agreement, without the requirement of posting bond or proving actual damages.

14.7 Exclusive Jurisdiction for Non-Arbitrable Claims

For any claim not subject to arbitration, you irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Hudson County, New Jersey, and waive any objection to venue, personal jurisdiction, or forum non conveniens.

15. REGULATORY COMPLIANCE

15.1 Export Controls

You agree to comply with all applicable export control and trade sanctions laws and regulations, including those of the United States. You shall not access or use the Service from any country, territory, or region subject to comprehensive U.S. sanctions, and you represent that you are not listed on any U.S. government restricted party list.

15.2 Labor Law Compliance

IronClock is a workforce management tool and does not provide legal, compliance, or regulatory advice. You are solely and exclusively responsible for ensuring that your use of the Service complies with all applicable labor laws, wage and hour regulations, overtime rules, employee classification requirements, and employment standards in every jurisdiction in which you operate. The Company disclaims all liability for any labor law violations, regulatory penalties, or employment disputes arising from your use of the Service.

15.3 Biometric Data Compliance

If you enable facial recognition features within the Service, you are solely responsible for complying with all applicable biometric data laws in the jurisdictions where your Authorized Users are located, including but not limited to: the Illinois Biometric Information Privacy Act (BIPA), the Texas Capture or Use of Biometric Identifier Act (CUBI), the Washington Biometric Identifiers statute, and any similar state, federal, or international laws. This includes, without limitation: (a) providing required written notices to Authorized Users prior to collection; (b) obtaining informed written consent; (c) publishing and adhering to a written biometric data retention and destruction policy; and (d) refraining from selling, leasing, or profiting from biometric data. The Company provides the technical infrastructure for biometric data processing but does not assume the legal obligations of the employer or data controller with respect to biometric data compliance.

15.4 Industry-Specific Regulations

If your industry is subject to specific regulatory requirements (e.g., healthcare, financial services, government contracting), you are solely responsible for determining whether the Service meets your regulatory obligations. The Company makes no representations regarding the Service's compliance with any industry-specific regulations.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, any applicable DPA, Order Forms, and Additional Terms, constitute the entire agreement between you and the Company concerning the Service and supersede all prior or contemporaneous agreements, representations, negotiations, and understandings, whether oral or written.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

16.3 No Waiver

No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall constitute a waiver of that right, power, or remedy, nor shall any single or partial exercise thereof preclude any other or further exercise. All waivers must be in writing and signed by the Company.

16.4 Assignment

You may not assign, delegate, or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without the Company's prior written consent. Any purported assignment without such consent shall be null and void. The Company may freely assign these Terms without restriction or notice, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

16.5 Force Majeure

The Company shall not be liable for any delay or failure to perform any obligation under these Terms due to causes beyond its reasonable control, including but not limited to: natural disasters, acts of God, war, terrorism, riots, embargoes, pandemics, epidemics, acts of government, labor disputes, internet or infrastructure failures, power outages, cyberattacks, or failures of third-party providers. During any force majeure event, the Company's obligations shall be suspended without liability.

16.6 Notices

The Company may provide notices to you by posting on the Service, sending to the email address on file, or by any other method the Company deems appropriate. You are responsible for maintaining a current email address. Notices to the Company must be sent by certified mail or email to the addresses published on our website and shall be deemed received only upon the Company's written acknowledgment.

16.7 Independent Contractors

The relationship between you and the Company is that of independent contractors. Nothing in these Terms shall create any partnership, joint venture, employment, agency, or fiduciary relationship between you and the Company.

16.8 Third-Party Beneficiaries

These Terms do not confer any rights on any third party (other than the Indemnified Parties and as expressly provided herein).

16.9 Construction

These Terms shall not be construed against the Company by virtue of having drafted them. Headings are for convenience only and shall not affect interpretation.

17. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Kevadia LLC (d/b/a IronClock)

Email: [email protected]

Website: www.ironclock.app

Last Updated: February 24, 2026

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