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FirstHR Terms of Service

Effective date: September 30, 2026

These Terms of Service (the "Terms") are a binding contract between Helmeton Inc., a Delaware corporation doing business as FirstHR ("FirstHR," "we," "us" or "our"), and the business entity that creates an account or otherwise accesses or uses the Service (the "Customer" or "you").

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN AUTOMATIC RENEWAL CLAUSE (SECTION 6.3), A NO-REFUND POLICY (SECTION 7), DISCLAIMERS (SECTION 18), A LIMITATION OF LIABILITY (SECTION 19), A WAIVER OF JURY TRIAL AND OF CLASS ACTIONS (SECTION 22), AND YOUR OBLIGATION TO INDEMNIFY US (SECTION 23).

1. Acceptance and authority

1.1 How you accept. You accept these Terms when you check the box indicating your agreement, click a button that states that by doing so you agree to these Terms, create an account, or access or use the Service, whichever occurs first. We keep a record of each acceptance, including the date, time, IP address and the version of these Terms accepted.

1.2 Authority. The individual who accepts these Terms represents and warrants that the individual (a) is at least 18 years old, (b) is accepting on behalf of a business entity, and (c) has the legal authority to bind that entity to these Terms. If the individual lacks that authority, the individual is personally bound by these Terms and is personally liable for all obligations of the Customer under them.

1.3 Business use only. The Service is offered exclusively to businesses for business purposes. It is not offered to consumers, and no one may use it for personal, family or household purposes. You agree that no consumer protection law that applies only to consumer transactions governs your use of the Service.

1.4 Designed for the United States. The Service is designed for businesses operating in the United States. Its Content, templates and compliance features address U.S. federal and state law only. A Customer that is organized or operates outside the United States uses the Service on its own initiative. It is solely responsible for complying with the laws that apply to it, including data protection laws such as the EU and UK General Data Protection Regulations. We do not provide data processing terms under those laws unless we have signed them with the Customer. A Customer that needs such terms must contact us before it uses the Service to process personal data subject to those laws. The Service may not be used in, or by persons ordinarily resident in, any country or region subject to comprehensive U.S. sanctions (see Section 25).

1.5 Order forms. If you and we sign an order form or other written agreement for the Service (an "Order Form"), for example for a plan set up for more than the seats available on our website, the Order Form is governed by these Terms. If the two conflict, the Order Form controls only as to the specific commercial terms it states: plan, seats, fees and term.

2. Definitions

3. Accounts and Authorized Users

3.1 Responsibility for the Account. The Customer is responsible for all activity that occurs under its Account and by its Authorized Users. This is so whether or not the Customer authorized that activity, and whether or not the Authorized User had the role or permission used. The Customer is responsible for each Authorized User's compliance with these Terms.

3.2 Credentials. The Customer must keep all login credentials confidential. It must require each Authorized User to use their own credentials, and it must notify us promptly at support@firsthr.app of any unauthorized access or use. We may rely on any instruction received through the Account, or from the email address of the Main Admin, as an instruction of the Customer. We are not liable for any loss caused by unauthorized use of credentials.

3.3 Security settings. The Service offers security features, such as two-factor authentication and role-based access. The Customer decides which of them to use. The Customer is solely responsible for configuring roles and permissions, for enabling the security features it considers appropriate, and for removing access of Authorized Users who should no longer have it.

3.4 Main Admin. The Customer is responsible for keeping the Main Admin role with an individual authorized to act for it. A transfer of the Main Admin role takes effect immediately and cannot be undone by the person who transferred it. We are not responsible for resolving disputes within the Customer's organization about who controls the Account. We may rely on the current Main Admin's instructions.

3.5 End Users. Individuals invited by the Customer access the Service under the Customer's Account and on the Customer's behalf. The Customer is responsible for giving them any notices required by law and for their compliance with Section 10. End Users are not parties to these Terms and are not third-party beneficiaries of them.

4. Free trial

4.1 We may offer a free trial of the Service ("Trial") with the duration, seats, storage and Credits stated when the Trial begins. We may change or end the Trial offer at any time.

4.2 THE TRIAL IS PROVIDED "AS IS," WITH NO WARRANTY, NO SUPPORT COMMITMENT AND NO LIABILITY OF ANY KIND ON OUR PART, TO THE FULLEST EXTENT PERMITTED BY LAW.

4.3 When the Trial ends, access to some or all of the Service is restricted until the Customer purchases a subscription. We have no obligation to keep Customer Data of an Account that does not purchase a subscription. We may delete it at any time after thirty (30) days following the end of the Trial, without further notice.

5. Subscriptions and seats

5.1 Plans. Subscriptions are sold in the plans, seat limits, storage and Credits described on our pricing page or in an Order Form at the time of purchase. We may change the plans we offer for new purchases at any time.

5.2 Seats. Each plan includes a maximum number of seats. The Service counts seats as it is designed to, which today includes active Authorized Users and pending invitations. The Customer may not exceed its seats, share credentials to avoid seat limits, or otherwise circumvent any usage limit.

5.3 Credits. Credits are allocated per billing period. They have no cash value, cannot be transferred, sold or exchanged, and are not refundable. Unused Credits expire at the end of the period for which they were allocated and do not carry over. The amount of Credits that an action consumes is set by the Service and may change.

5.4 Upgrades and downgrades. Upgrades take effect immediately, and the Customer is charged for them as described at the time of purchase, which may include a prorated charge for the rest of the current billing period. Downgrades take effect at the start of the next billing period. The Customer is responsible for making sure that its usage fits the lower plan by then, and a downgrade may make some Customer Data or features unavailable.

6. Fees, payment and automatic renewal

6.1 Fees. The Customer will pay all fees for its subscription, as stated at the time of purchase or in an Order Form ("Fees"). Fees are in U.S. dollars and exclude taxes.

6.2 Payment authorization. Payments are processed by our payment processor, Stripe. By providing a payment method, the Customer authorizes us and our payment processor to charge all Fees, taxes and other amounts due under these Terms to that payment method. This includes recurring charges under Section 6.3, and the authorization covers any updated or replacement card information provided by the card issuer.

6.3 AUTOMATIC RENEWAL. EACH SUBSCRIPTION RENEWS AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO THE INITIAL BILLING PERIOD (MONTHLY OR ANNUAL) AT THE THEN-CURRENT FEES, UNLESS THE CUSTOMER CANCELS BEFORE THE END OF THE CURRENT PERIOD. THE CUSTOMER AUTHORIZES US TO CHARGE ITS PAYMENT METHOD FOR EACH RENEWAL PERIOD WITHOUT FURTHER APPROVAL. Where applicable law requires it, we will send the Main Admin a reminder before an annual subscription renews.

6.4 Price changes. We may change the Fees for any plan. A change applies to an existing subscription from its next renewal period, provided we give the Main Admin at least thirty (30) days' notice by email or in the Service. By not cancelling before the renewal, the Customer accepts the new Fees.

6.5 Taxes. The Customer is responsible for all sales, use, value-added, withholding and similar taxes and duties related to the Service, other than taxes on our net income. If we are required to collect a tax, we will add it to the invoice or charge.

6.6 Late or failed payment. If a payment fails or is late, we may retry the charge and restrict or suspend the Account under Section 20 until the payment is received. Overdue amounts may accrue interest at the lesser of 1.5% per month and the highest rate permitted by law. The Customer will reimburse our reasonable costs of collection, including attorneys' fees.

6.7 Payment disputes. Before filing a chargeback or payment dispute, the Customer agrees to contact us at support@firsthr.app and give us thirty (30) days to resolve the issue. A chargeback filed in violation of this Section is a material breach of these Terms. It entitles us to suspend or terminate the Account and to recover the disputed amount together with our costs.

7. Cancellation and no refunds

7.1 Cancellation. The Customer may cancel a subscription at any time in the Service or by writing to support@firsthr.app. Cancellation takes effect at the end of the current paid billing period. The subscription remains available until then and does not renew.

7.2 NO REFUNDS. ALL FEES ARE NON-REFUNDABLE AND NON-CANCELLABLE ONCE CHARGED. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR PARTIAL BILLING PERIODS, UNUSED SEATS, UNUSED CREDITS, UNUSED STORAGE, DOWNGRADES, PERIODS OF NON-USE, SUSPENSION OR TERMINATION FOR BREACH, OR ANY OTHER REASON, EXCEPT
(A) AS STATED IN SECTION 21.3, OR (B) WHERE A REFUND IS REQUIRED BY A LAW THAT CANNOT BE WAIVED BY CONTRACT.

7.3 Any refund or credit that we choose to give in a particular case is a courtesy. It does not waive this Section 7 or create an obligation to give one in any other case.

8. License and restrictions

8.1 License. Subject to these Terms and timely payment of the Fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during its subscription, to access and use the Service, and to permit its Authorized Users to do so, solely for the Customer's internal business purposes.

8.2 Restrictions. The Customer will not, and will not permit anyone to:
(a) sell, resell, license, rent, lease or otherwise make the Service available to anyone other than its Authorized Users; (b) copy, modify, translate or create derivative works of the Service or Content, except the Customer's own use of Content within the Service; (c) reverse engineer, decompile or disassemble the Service, or attempt to derive its source code, models, prompts or underlying ideas, except to the extent this restriction is prohibited by law; (d) access the Service to build, train or benchmark a competing product, or publish benchmarks of the Service without our written consent; (e) use robots, scrapers or other automated means to access the Service or extract data from it, except as the Service expressly permits; (f) probe, scan or test the vulnerability of the Service, or breach any security or authentication measure, without our prior written consent; (g) interfere with or disrupt the Service or place an unreasonable load on it; (h) remove any proprietary notice; or (i) use the Service in violation of law or of Section 10.

9. Customer Data

9.1 Ownership. As between the parties, the Customer owns Customer Data.

9.2 License to us. The Customer grants us and our service providers a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, analyze and display Customer Data as necessary to provide, secure, support and maintain the Service, to prevent fraud and abuse, and to comply with law.

9.3 The Customer's responsibilities for Customer Data. The Customer is solely responsible for Customer Data and for its collection and use. The Customer represents and warrants, on an ongoing basis, that:
(a) it has provided all notices, and obtained all consents, authorizations and rights, that applicable law requires for us to process Customer Data as described in these Terms and our Privacy Policy. This includes notices to, and consents from, End Users, and any notices or consents required for AI Features, E-Signature Features and uploading identity documents or sensitive information;
(b) Customer Data and its use do not violate any law or any third party's rights; and
(c) the Customer has a lawful basis for any sensitive information it enters, such as Social Security numbers, identity documents, demographic information collected for equal employment reporting, dates of birth and health-related information.

9.4 Prohibited data. The Customer will not submit to the Service:
(a) protected health information about patients, clients or other persons receiving health care from the Customer, within the meaning of HIPAA;
(b) payment card data subject to PCI DSS;
(c) consumer reports obtained under the Fair Credit Reporting Act;
(d) information about children under the age of 13, other than information about individuals the Customer lawfully employs; or
(e) any data that the Customer is not permitted by law or contract to share with us. The Service is not designed for these kinds of data, and we disclaim all liability for them.

9.5 No backup or archive service. The Service is not a records retention, archiving or backup service. The Customer is solely responsible for maintaining its own copies of Customer Data and of any record it is legally required to keep, including employment, tax, immigration and training records.

9.6 Our role and data protection. For personal information in Customer Data, we act as the Customer's service provider or processor, and we will:
(a) process it only to provide, secure, support and maintain the Service, on the Customer's documented instructions (these Terms and the Customer's use of the Service are its complete instructions), and as required by law;
(b) not sell it, and not share it for cross-context behavioral advertising;
(c) not retain, use or disclose it outside our direct business relationship with the Customer, except as permitted by law;
(d) not combine it with personal information we receive from other sources, except as permitted by law;
(e) require our personnel who access it to keep it confidential;
(f) use the subprocessors described in our Privacy Policy, which we may update from time to time; and
(g) at the Customer's written request and expense, provide reasonable information needed for the Customer to respond to a verified request from an individual, to the extent the Customer cannot do so through the Service. If a law requires terms beyond this Section 9.6, the parties will address them in a separate data processing agreement signed by both parties. Until then, this Section 9.6 governs.

9.7 Security incidents. We maintain administrative, technical and physical safeguards that we consider commercially reasonable for the Service. If we confirm unauthorized access to Customer Data in our systems, we will notify the Main Admin without undue delay after confirmation, and as required by law, and will provide information reasonably available to us. The Customer, as the party that controls the relationship with End Users, is responsible for any notices to End Users, regulators or others, unless the law requires us to give them. Our notice of an incident is not an admission of fault or liability.

9.8 Aggregated and de-identified data; usage data. We may create aggregated or de-identified data from Customer Data and from use of the Service, so that it does not identify the Customer or any individual. We may use it for any lawful purpose, including improving the Service and research, and we own it. We also collect data about how the Service is accessed, used and performs, such as logs, events, configurations and diagnostics ("Usage Data"). Usage Data is not Customer Data, and we may use it to operate, secure, analyze and improve our business.

9.9 Access by our personnel. Our personnel may access an Account and Customer Data as needed to provide support requested by the Customer, to keep the Service secure and operating, to investigate suspected violations of these Terms, and to comply with law.

10. Acceptable use

The Customer and its Authorized Users will not use the Service to:
(a) violate any law, including employment, anti-discrimination, privacy, immigration and consumer reporting laws;
(b) make employment decisions based on protected characteristics, or otherwise discriminate unlawfully;
(c) upload or send content that is unlawful, defamatory, harassing, infringing or harmful, or that contains malware;
(d) impersonate anyone, or misrepresent the source or authority of a document or signature;
(e) send unsolicited commercial messages; or
(f) upload data covered by Section 9.4. We may remove content and suspend access under Section 20 for any actual or suspected violation. We are not obligated to monitor Customer Data or the use of the Service.

11. AI Features

11.1 How they work. When an Authorized User uses an AI Feature, the Service sends the relevant inputs to one of our third-party AI providers, such as OpenAI or Anthropic, to generate AI Output. Those inputs may include document text, the names and details of plans or courses, and information about the Customer, such as its industry, location and size. The Customer decides whether to use AI Features and what to include in the materials it submits.

11.2 No advice; review required. AI OUTPUT IS GENERATED AUTOMATICALLY AND MAY BE INACCURATE, INCOMPLETE, OUT OF DATE OR INAPPROPRIATE FOR THE CUSTOMER'S SITUATION. AI OUTPUT IS NOT LEGAL, TAX, HR, BENEFITS OR COMPLIANCE ADVICE, AND NO ATTORNEY-CLIENT OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED. A compliance check or analysis that finds no issues does not mean that no issues exist. The Customer is solely responsible for reviewing AI Output, and for any decision or action it takes, or fails to take, based on AI Output. The Customer should consult qualified professionals.

11.3 Output. As between the parties, and to the extent we have rights in it, the Customer may use AI Output for its internal business purposes. AI Output may be similar to output generated for others, and we do not warrant that it is original or non-infringing.

11.4 Model training. We do not use Customer Data to train artificial intelligence models. The Customer's use of AI Features is also subject to the terms of our AI providers that apply to us.

12. E-Signature Features

12.1 A tool, not a guarantee. The E-Signature Features are a tool that the Customer uses to request and collect electronic signatures. The Customer is solely responsible for:
(a) deciding whether an electronic signature is appropriate and legally sufficient for each document and each signer;
(b) obtaining any consent to use electronic records and signatures that applicable law requires, including under the federal ESIGN Act and state versions of the Uniform Electronic Transactions Act;
(c) verifying the identity of signers to the degree the Customer considers appropriate; and
(d) the content of every document it sends.

12.2 Excluded documents. The Customer will not use the E-Signature Features for documents that the law requires to be signed in ink, notarized, witnessed or delivered in a particular non-electronic form. The Service is not an electronic system for completing Form I-9 under 8 C.F.R. § 274a.2, and the Customer will not rely on it for that purpose.

12.3 Records. The Service records information about signature events, such as signer, time, IP address and approximate location, as it is designed to do. WE DO NOT WARRANT THAT ANY SIGNATURE, CERTIFICATE OR RECORD WILL BE VALID, ENFORCEABLE OR ADMISSIBLE IN ANY PROCEEDING OR JURISDICTION, OR THAT ANY DOCUMENT CANNOT BE ALTERED, REPLACED OR DELETED BY USERS WITH SUFFICIENT PERMISSIONS.

13. Content and compliance information

13.1 Templates, course outlines, checklists, rules, legal references and other Content are general information for convenience only. They may not reflect current law or the law of every jurisdiction, and they are not legal, tax or HR advice.

13.2 FirstHR is a software provider. It is not a law firm, a professional employer organization, an employer of record, a payroll or benefits provider, a consumer reporting agency or a background screening provider. The Customer remains solely responsible for its compliance with all employment, immigration, tax, benefits, leave, safety, training, privacy and other laws, including completing Form I-9, collecting Form W-4, reporting new hires, and giving and keeping all required notices and records. The Service does not perform any of these obligations for the Customer.

14. Communications

14.1 Electronic communications. The Customer consents to receive all agreements, notices, disclosures and other communications from us electronically, by email to its Authorized Users or through the Service. Electronic communications satisfy any legal requirement that they be in writing.

14.2 Service emails. The Service sends transactional and account emails, including invitations, notifications, security alerts, billing notices and messages that help new customers get started. These are part of the Service and cannot be turned off while the Account is active, except where the Service provides a setting.

14.3 Marketing emails. We may send marketing emails to Authorized Users. Each marketing email will include an unsubscribe link, and we will honor unsubscribe requests as required by law.

15. Feedback and publicity

15.1 Feedback. If the Customer or any Authorized User gives us suggestions, ideas or other feedback about the Service ("Feedback"), we may use it for any purpose without restriction or compensation. The Customer assigns to us all rights in Feedback.

15.2 Publicity. We may identify the Customer by name and logo as a customer of FirstHR, including on our website. The Customer may opt out at any time by writing to support@firsthr.app, and we will stop new uses within a reasonable time.

16. Third-Party Services

The Service works with or relies on third-party products and services, such as sign-in providers, payment processing, email delivery, maps, document viewers, hosting and AI models ("Third-Party Services"). Third-Party Services are provided by their own providers under their own terms, and we do not control them. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY SERVICE, OR FOR ANY ACT, OMISSION, OUTAGE, DATA LOSS OR SECURITY INCIDENT OF ITS PROVIDER. We may add, replace or remove any Third-Party Service at any time.

17. Intellectual property and confidentiality

17.1 Ownership. The Service, the Content, our website, and all related software, models, prompts, designs, text, graphics, trademarks and documentation, including all improvements and derivative works, are owned by us or our licensors and are protected by law. Except for the limited rights expressly granted in these Terms, we reserve all rights, and no rights are granted by implication or estoppel.

17.2 Our confidential information. The Customer will keep confidential and not disclose, except to its Authorized Users who need to know it, any non-public information we provide or make available, and will use it only to use the Service. This includes the terms of any Order Form, pricing not published on our website, security information, and non-public features, documentation and plans. This obligation does not apply to information that is or becomes public through no fault of the Customer, or that the Customer already knew or independently developed without using our information.

18. Disclaimers

18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, THE CONTENT, THE AI FEATURES, THE E-SIGNATURE FEATURES, ANY TRIAL AND ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

18.2 WITHOUT LIMITING SECTION 18.1, WE DO NOT WARRANT THAT THE SERVICE:
(A) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
(B) WILL MEET THE CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY RESULT;
(C) WILL MAKE THE CUSTOMER COMPLIANT WITH ANY LAW;
(D) WILL PRESERVE ANY DATA WITHOUT LOSS OR CORRUPTION; OR
(E) IS FREE OF HARMFUL COMPONENTS. WE PROVIDE NO SERVICE LEVEL COMMITMENT, UPTIME COMMITMENT OR SERVICE CREDITS.

18.3 Features we identify as beta, preview, early access or similar are provided for evaluation, may be changed or withdrawn at any time, and are excluded from any commitment we make.

19. Limitation of liability

19.1 EXCLUDED DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FIRSTHR, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY OF THE FOLLOWING, WHETHER DIRECT OR INDIRECT: LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS; LOSS, CORRUPTION OR UNAVAILABILITY OF DATA; COST OF SUBSTITUTE SERVICES; BUSINESS INTERRUPTION; FINES, PENALTIES OR ASSESSMENTS; OR CLAIMS BY END USERS OR OTHER THIRD PARTIES. THIS APPLIES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR STATUTE, AND EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

19.2 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES THE CUSTOMER ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (US$100). THIS CAP APPLIES TO ALL CLAIMS TOGETHER, NOT PER CLAIM, AND IS NOT INCREASED BY THE NUMBER OF CLAIMS, CLAIMANTS OR INCIDENTS.

19.3 Basis of the bargain. The Customer acknowledges that the Fees reflect the allocation of risk in these Terms, and that we would not provide the Service without these limitations. The limitations in this Section 19 apply even if a limited remedy fails of its essential purpose.

19.4 Customer obligations. Nothing in this Section 19 limits the Customer's obligation to pay Fees, its obligations under Section 23 (Indemnification), or its liability for breach of Section 8.2 or Section 10.

20. Suspension

We may suspend or restrict all or part of the Account or the Service, immediately and without liability, if:
(a) any amount due is unpaid;
(b) we reasonably believe that the Customer or an Authorized User has violated Section 8.2, Section 9.4 or Section 10;
(c) we reasonably believe that suspension is necessary to prevent harm to the Service, to other customers or to any person, or to address a security risk; or
(d) a law, court order or government request requires it. Where reasonably practicable, we will notify the Main Admin and restore access once the cause is resolved. Fees continue to accrue during a suspension.

21. Term and termination

21.1 Term. These Terms remain in effect for as long as the Customer has an Account or uses the Service.

21.2 Termination by us for cause. We may terminate the Account and these Terms immediately on notice if the Customer:
(a) materially breaches these Terms;
(b) fails to pay any amount within ten (10) days after it is due;
(c) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding; or
(d) engages in fraudulent or unlawful activity.

21.3 Termination by us for convenience. We may terminate the Account and these Terms for any reason on thirty (30) days' notice to the Main Admin. In that case only, we will refund the unused portion of any Fees prepaid for the period after termination. This is the Customer's sole remedy.

21.4 Effect of termination. When the Account ends for any reason:
(a) all rights granted to the Customer end, and the Customer and its Authorized Users must stop using the Service;
(b) all unpaid Fees for the then-current period become immediately due;
(c) the Customer is responsible for downloading any Customer Data it needs before the Account ends, and we have no obligation to provide Customer Data after that; and
(d) we may delete Customer Data at any time after thirty (30) days following the end of the Account, subject to our backup cycles and to any retention the law requires.

21.5 Survival. Sections 2, 6 (for amounts due), 7, 9.3 through 9.5, 9.8, 11.2, 12, 13, 15.1, 16 through 19, 21.4, 21.5 and 22 through 26 survive termination.

22. Governing law, venue and disputes

22.1 Governing law. These Terms and any dispute arising out of or relating to them or to the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Informal resolution. Before filing any claim, the Customer will send a written notice describing the dispute to support@firsthr.app, with the subject line "Legal notice," and the parties will attempt in good faith to resolve it for thirty (30) days.

22.3 Exclusive venue. Any action arising out of or relating to these Terms or the Service must be brought exclusively in the state courts located in New Castle County, Delaware, or in the United States District Court for the District of Delaware. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum. However, we may seek injunctive relief, or collect unpaid Fees, in any court of competent jurisdiction.

22.4 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

22.5 WAIVER OF CLASS AND REPRESENTATIVE ACTIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CUSTOMER MAY BRING CLAIMS AGAINST US ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION.

22.6 Time limit. To the fullest extent permitted by law, any claim by the Customer arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim arose, or it is permanently barred.

22.7 Attorneys' fees. In any action arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

23. Indemnification

The Customer will defend, indemnify and hold harmless FirstHR, its affiliates, and its and their officers, directors, employees, contractors and agents from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, settlements, costs and expenses, including reasonable attorneys' fees, arising out of or relating to:
(a) Customer Data, or the Customer's collection, use or disclosure of it;
(b) the Customer's or any Authorized User's use of the Service, including the AI Features and E-Signature Features;
(c) any employment or engagement decision, action or practice of the Customer, or any dispute between the Customer and an End User;
(d) the Customer's breach of these Terms or violation of law; or
(e) any claim that Customer Data infringes or violates the rights of any person. THIS OBLIGATION APPLIES EVEN IF THE CLAIM ALLEGES THAT FIRSTHR WAS NEGLIGENT, except to the extent a court finally determines that the loss was caused by FirstHR's fraud or willful misconduct. We may control the defense of any such claim with counsel of our choice, at the Customer's expense, and the Customer will cooperate fully. The Customer may not settle any claim that imposes an obligation or admission on us without our prior written consent.

24. Changes to the Service and to these Terms

24.1 Service. We may add, change, limit or remove any feature, plan limit or Third-Party Service at any time. If a change materially reduces the core functionality of a paid plan during a prepaid period, the Customer's sole and exclusive remedy is to cancel under Section 7.1.

24.2 Terms. We may amend these Terms by posting the amended version with a new effective date. For changes that materially reduce the Customer's rights, we will also notify the Main Admin by email or in the Service at least fifteen (15) days before they take effect, except for changes required by law or made for security reasons, which may take effect immediately. By continuing to use the Service after an amendment takes effect, the Customer accepts it. If the Customer does not accept an amendment, its sole remedy is to cancel before the amendment takes effect. We may also ask the Customer to accept an amendment in the Service.

25. Export controls and sanctions

The Customer represents that neither it nor any Authorized User is located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions. It also represents that neither is identified on any U.S. government restricted-party list. The Customer will comply with all U.S. export control and sanctions laws in its use of the Service.

26. General

26.1 Assignment. The Customer may not assign or transfer these Terms, including by operation of law or change of control, without our prior written consent. We may assign these Terms without consent, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets. Any prohibited assignment is void.

26.2 Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control. These include acts of God, natural disasters, epidemics, war, terrorism, labor disputes, government action, failures of utilities, networks, hosting or other Third-Party Services, and cyberattacks not caused by our failure to maintain the safeguards in Section 9.7.

26.3 Notices. We may give notices to the Customer by email to the Main Admin, or by posting in the Service. The Customer must give notices to us by email to support@firsthr.app with the subject line "Legal notice." Legal process must be served on our registered agent in Delaware.

26.4 Independent parties. The parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary or employment relationship.

26.5 No third-party beneficiaries. There are no third-party beneficiaries of these Terms, and End Users in particular are not. The one exception is the persons protected by Sections 19 and 23 (our affiliates, and our and their officers, directors, employees, contractors and agents), who may enforce those Sections.

26.6 Entire agreement and order of precedence. These Terms, any Order Form, and the policies referenced in them are the entire agreement between the parties about the Service. They supersede all prior or contemporaneous agreements, proposals and representations, including statements on our website and in marketing materials. If there is a conflict, the order of precedence is:
(a) the Order Form, only as to the commercial terms described in Section 1.5;
(b) these Terms; and
(c) the Privacy Policy and other policies. Any purchase order or other terms submitted by the Customer are rejected and have no effect. THE CUSTOMER ACKNOWLEDGES THAT, IN ENTERING INTO THESE TERMS, IT HAS NOT RELIED ON ANY STATEMENT, REPRESENTATION, PROMISE OR WARRANTY THAT IS NOT EXPRESSLY SET OUT IN THESE TERMS OR AN ORDER FORM. This includes statements made on our website, in marketing materials, in demos or tours, in sales conversations or in support communications.

26.7 Severability; waiver. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and modified to the minimum extent necessary. The remaining provisions stay in full force. A failure or delay in enforcing any provision is not a waiver. A waiver is effective only if it is in writing and signed by us.

26.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against the party that drafted them. These Terms are written in English, and any translation is for convenience only.

27. Contact

Helmeton Inc., d/b/a FirstHR Email: support@firsthr.app