Terms of Service

1. Acceptance of Terms

By accessing or using any services provided by LMNTL, LLC ("Company," "we," "our," or "us"), including but not limited to Minute7, Hour Timesheet, and LMNTL General Ledger (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms").

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

LMNTL provides cloud-based software solutions for:

• Minute7: Time and expense tracking with QuickBooks integration for professional services firms
• Hour Timesheet: DCAA-compliant timekeeping for government contractors
• LMNTL General Ledger: AI-powered accounting and financial management platform

Service-specific terms may apply and will be provided during registration or through applicable product documentation.

3. Service Level Agreement

3.1 Uptime Commitment

We commit to maintaining 99.9% availability for all production Services, measured monthly ("Uptime Commitment"). Availability is calculated as: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100.

"Downtime" means a period when the Services are unavailable to you, excluding:

• Scheduled maintenance (with at least 48 hours advance notice)
• Emergency maintenance required for security or stability
• Issues caused by factors outside our reasonable control (see Force Majeure)
• Issues resulting from your equipment, software, or network connections
• Issues caused by third-party services or integrations (e.g., QuickBooks, payment processors)

3.2 Service Credits

If we fail to meet our Uptime Commitment, you may be eligible for service credits as follows:

To receive a service credit, you must submit a request to support@lmntl.ai within 30 days of the incident. Service credits are applied to future invoices and do not entitle you to a cash refund. Total service credits in any month shall not exceed 50% of your monthly fee.

3.3 Support Response Times

We provide support during business hours (9 AM - 6 PM Pacific Time, Monday through Friday, excluding U.S. federal holidays). Target response times vary by severity:

• Critical (Service Unavailable): Initial response within 1 hour
• High (Major Feature Impaired): Initial response within 4 hours
• Normal (General Issues): Initial response within 1 business day
• Low (Questions/Enhancements): Initial response within 2 business days

4. Accounts & Registration

4.1 Account Creation

To use most features of our Services, you must create an account. You agree to provide accurate, current, and complete information during registration and keep your account information updated.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account.

4.3 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use our Services. The Services are intended for business use; consumer protections may vary by jurisdiction.

5. Acceptable Use

You agree not to:

• Violate any applicable laws or regulations
• Infringe on the intellectual property rights of others
• Transmit malware, viruses, or other harmful code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Use the Services to transmit spam or unsolicited communications
• Interfere with the proper functioning of the Services
• Reverse engineer, decompile, or attempt to extract source code
• Use the Services to compete with LMNTL or for benchmarking purposes
• Share account credentials or allow unauthorized access

6. Payment Terms

6.1 Fees

Fees for the Services are set forth on our pricing pages or in your order form. All fees are quoted in U.S. dollars unless otherwise specified.

6.2 Billing

We bill in advance on a monthly or annual basis, depending on your subscription plan. Fees are non-refundable except as expressly set forth in these Terms or required by applicable law.

6.3 Taxes

You are responsible for all applicable taxes, except for taxes based on our net income. If we are required to collect or pay taxes, those taxes will be invoiced to you unless you provide a valid tax exemption certificate.

6.4 Price Changes

We may change our prices at any time. Price changes will be communicated at least 30 days in advance and will take effect at the start of your next billing cycle.

7. Data Ownership & Privacy

7.1 Your Data

You retain all rights to the data you submit to our Services ("Customer Data"). You grant us a limited license to use Customer Data solely to provide and improve the Services.

7.2 Data Processing

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7.3 Data Security

We implement industry-standard security measures to protect your data. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.

7.4 Data Export

You may export your Customer Data at any time using the export features available in the Services. Upon termination, we will make your data available for export for 30 days.

7.5 Security Incident Notification

In the event of a security incident that results in unauthorized access to, or disclosure of, your Customer Data, we will notify you without undue delay and in accordance with applicable law. Such notification will describe the nature of the incident, the types of data affected, the measures we have taken or propose to take to address the incident, and recommendations for steps you may take to mitigate potential harm. We will cooperate with you in investigating the incident and meeting any applicable regulatory notification requirements.

8. Intellectual Property

8.1 Our IP

The Services, including all software, algorithms, user interfaces, designs, trademarks, and content (excluding Customer Data), are owned by LMNTL and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Services during your subscription term.

8.2 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use them without compensation or attribution to you.

9. Warranties & Disclaimers

9.1 Our Warranty

We warrant that the Services will perform substantially as described in our documentation during your subscription term.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9.3 Calculation Accuracy

While we strive to ensure the accuracy of all calculations performed by the Services, including but not limited to time tracking totals, expense calculations, billing amounts, and payroll-related computations, LMNTL does not warrant that all mathematical calculations will be free from error. You are solely responsible for verifying the accuracy of any calculations, reports, or outputs generated by the Services before relying on them for business, financial, legal, or compliance purposes. LMNTL shall not be liable for any losses, damages, penalties, or adverse consequences arising from calculation errors, data entry mistakes, rounding discrepancies, or any other computational inaccuracies within the Services.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LMNTL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO LMNTL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless LMNTL and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your Customer Data

11.2 Our Indemnification

We will indemnify, defend, and hold you harmless from any third-party claims alleging that your authorized use of the Services infringes any third-party patent, copyright, or trademark, provided that you: (a) promptly notify us in writing of the claim; (b) grant us sole control of the defense and settlement; and (c) provide us with reasonable cooperation and assistance. If the Services become, or in our opinion are likely to become, subject to an infringement claim, we may at our option: (i) procure the right for you to continue using the Services; (ii) modify the Services to make them non-infringing; or (iii) terminate your access and refund any prepaid fees for the remainder of your subscription term.

12. Termination

12.1 By You

You may terminate your account at any time by contacting us or using the account settings in the Services. Termination will be effective at the end of your current billing period.

12.2 By Us

We may suspend or terminate your access to the Services if you violate these Terms, fail to pay fees when due, or if we reasonably believe such action is necessary to protect the Services or other users.

12.3 Effect of Termination

Upon termination, your right to use the Services will cease immediately. Sections that by their nature should survive termination will survive, including payment obligations, intellectual property rights, disclaimers, limitations of liability, indemnification, dispute resolution, and general provisions.

13. Changes to Terms

We may modify these Terms at any time. Material changes will be communicated via email or through the Services at least 30 days before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

14. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Subject to the arbitration provisions below, any disputes arising from these Terms or the Services that are not subject to arbitration shall be resolved exclusively in the state or federal courts located in the State of Delaware.

15. Dispute Resolution & Arbitration

15.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at legal@lmntl.ai and attempt to resolve the dispute informally. We will attempt to resolve disputes through good-faith negotiation within 60 days.

15.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, unless you and LMNTL agree otherwise. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Arbitration Fees: If you initiate arbitration, you will be responsible for paying the initial filing fee. If your claim is for less than $10,000, LMNTL will pay the remaining arbitration fees. For claims of $10,000 or more, arbitration fees will be allocated according to JAMS rules.

15.3 Class Action Waiver

IMPORTANT: YOU AND LMNTL AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. If any court or arbitrator determines that this class action waiver is unenforceable as to any particular claim, the parties agree that such claim shall be severed and litigated in court while all other claims remain subject to arbitration.

15.4 Exceptions to Arbitration

The following claims are not subject to arbitration: (a) claims for injunctive relief to prevent unauthorized use or abuse of the Services or intellectual property infringement; (b) claims that may be brought in small claims court; and (c) claims where arbitration is prohibited by applicable law.

15.5 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@lmntl.ai within 30 days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you and LMNTL will resolve disputes in court as described in Section 14.

16. Export Compliance

16.1 Export Laws

The Services and related technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR), and economic sanctions programs administered by the Office of Foreign Assets Control (OFAC). You agree to comply with all applicable export laws, sanctions, and regulations.

16.2 Representations

You represent and warrant that:

• You are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine)
• You are not identified on any U.S. government restricted party list, including the Specially Designated Nationals (SDN) List, the Entity List, or the Denied Persons List
• You will not use the Services for any purpose prohibited by U.S. export laws, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons
• You will not re-export or transfer the Services to any prohibited destination, entity, or individual without appropriate government authorization

16.3 Government Contractor Requirements

If you are a U.S. government contractor using Hour Timesheet, you acknowledge that additional compliance obligations may apply to your use of the Services. You are solely responsible for ensuring your use of the Services complies with all applicable federal acquisition regulations (FAR), Defense Federal Acquisition Regulation Supplement (DFARS), and any contract-specific requirements.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable order forms or product-specific terms, constitute the entire agreement between you and LMNTL regarding the Services. These Terms supersede all prior agreements, representations, and understandings between the parties.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

17.3 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section shall be void.

17.4 Notices

We will provide notices to you via email to the address associated with your account or through the Services. You must provide notices to us at:

Notices are deemed received upon delivery for email (if sent during business hours) or upon actual receipt for physical mail.

17.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics or pandemics, strikes, power outages, internet service provider failures, or third-party service disruptions. If a force majeure event continues for more than 30 days, either party may terminate these Terms upon written notice.

17.6 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

17.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

17.8 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

17.9 Statute of Limitations

Any claim or cause of action arising out of or related to these Terms or the Services must be filed within two (2) years after such claim or cause of action arose, or the shortest period permitted by applicable law if longer than two years. Any claim or cause of action not filed within this time period shall be permanently barred. This limitation applies to all claims, whether based in contract, tort, statute, or any other legal theory.

17.10 UCITA and UN Convention Exclusions

The Uniform Computer Information Transactions Act (UCITA), as enacted in any jurisdiction, shall not apply to these Terms. Additionally, the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from these Terms. To the extent that UCITA or the CISG may be applicable, you and LMNTL agree to opt out of and exclude such laws from governing these Terms or any transactions hereunder.

18. Contact Information

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

Product-Specific Terms

Minute7

Minute7 integrates with QuickBooks and is designed for commercial time and expense tracking. QuickBooks is a trademark of Intuit Inc. Use of Minute7 is subject to maintaining a valid QuickBooks account for sync functionality. LMNTL is not responsible for any issues arising from QuickBooks service disruptions or API changes.

Hour Timesheet

Hour Timesheet is designed to support DCAA compliance requirements for government contractors. You acknowledge and agree that:

• While we design our system to meet DCAA requirements, compliance ultimately depends on your implementation, configuration, and use of the system
• LMNTL does not guarantee that use of Hour Timesheet will result in passing a DCAA audit or achieving any particular compliance certification
• You are responsible for ensuring your use complies with all applicable FAR, DFARS, and contract-specific requirements
• We recommend consulting with your compliance officer or legal counsel regarding your specific obligations

Data Retention for Government Contractors: We maintain audit trail data for active accounts in accordance with DCAA requirements. Upon account termination, government contractor customers may request extended data retention (beyond the standard 30-day export period) for up to seven (7) years at an additional cost. Contact support@lmntl.ai to arrange extended retention before terminating your account.

LMNTL General Ledger

LMNTL General Ledger uses artificial intelligence to assist with accounting tasks. You acknowledge and agree that:

• AI-generated outputs may contain errors, inaccuracies, or inappropriate suggestions ("hallucinations") and should always be reviewed by qualified accounting or financial professionals before use
• The Services do not provide accounting, tax, legal, or financial advice and are not a substitute for professional guidance
• You are solely responsible for verifying AI-generated content before relying on it for financial reporting, tax filings, compliance submissions, or any business decisions
• LMNTL disclaims all liability for actions taken based on AI suggestions without independent professional verification