PunchGuard™ Terms of Service
Effective Date: August 1, 2026
Version:** 2.1
These Terms of Service ("Terms") govern access to and use of PunchGuard™ (the "Service"), provided by ELE Consulting Inc., a California corporation doing business as Wage Counsel Group ("Company," "we," "us," or "our"). By checking the acceptance box, creating an account, or otherwise accessing or using the Service, the individual or entity accepting these Terms ("Subscriber," "you," or "your") agrees to be bound by them. If you do not agree, do not access or use the Service.
1. Acceptance; No Legal Advice; No Attorney-Client Relationship
1.1 One-Time Acceptance. You accept these Terms once, at account creation, by checking the acceptance box. Your acceptance, including timestamp, IP address, and Terms version, is logged and retained by Company. You will be required to re-accept only if these Terms are materially revised (see Section 14). Continued use of the Service after a material revision and re-acceptance prompt constitutes acceptance of the revised Terms.
1.2 The Service Is Software, Not Legal Advice. PunchGuard is a data-processing and calculation tool. It analyzes timeclock data uploaded to it and flags patterns consistent with potential meal period violations under California Labor Code §§226.7 and 512, and estimates associated premium exposure, based solely on the data provided and the configuration settings selected.
THE SERVICE DOES NOT PROVIDE LEGAL ADVICE, DOES NOT CONSTITUTE A LEGAL OPINION, AND IS NOT A SUBSTITUTE FOR CONSULTATION WITH A LICENSED ATTORNEY. Output from the Service — including violation counts, premium calculations, and exposure estimates — reflects an automated interpretation of the data and settings provided and general statutory logic programmed into the Service. It does not account for facts outside the uploaded data, does not constitute a determination of legal liability, and should not be relied upon as a final statement of any employer's actual wage-and-hour exposure.
Use of the Service — including any use by, or interaction with, David Ehrlich in his capacity as an officer of Company — does not create an attorney-client relationship. Company and its personnel act solely as a software provider in connection with the Service. Any attorney-client relationship with David Ehrlich or any other attorney arises, if at all, only through a separate, signed engagement letter entered into outside of and independent from the Service.
1.3 Responsibility to Verify. Subscriber and all Authorized Users are solely responsible for (a) the accuracy and completeness of data uploaded, (b) confirming column mappings and configuration settings are correct for the data source, (c) independently verifying any output before relying on it for payroll, disciplinary, remedial, or legal purposes, and (d) obtaining legal counsel before taking any action based on Service output, including issuing or withholding premium payments.
2. Description of Service; No Warranty of Platform Compatibility
2.1 The Service accepts timeclock export files and analyzes them for indicators of missed, short, or late meal periods, missing punches, and related calculations, based on the pay period and configuration settings provided.
2.2 The Service has been validated against real, production timeclock exports from certain supported platforms and against synthetically generated test files for others. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL CORRECTLY PARSE, MAP, OR ANALYZE DATA FROM ANY PARTICULAR TIMEKEEPING PLATFORM, FILE FORMAT, OR EXPORT CONFIGURATION, including platforms not yet validated against live production data. Spot-check Service output against underlying records, particularly when using a platform or export format for the first time.
2.3 Company may modify, update, or discontinue features of the Service at any time. Company will use commercially reasonable efforts to provide notice of material feature changes.
3. Accounts and Roles
3.1 Definitions.
-"Subscriber" means the individual or entity that registers for and pays for the Service.
-"Employer Data Owner"** means the employer whose employee timeclock, payroll, or personnel data is uploaded to and processed by the Service. The Employer Data Owner may or may not be the Subscriber, depending on the account type described below
-"Authorized User"** means any individual granted access to a Subscriber's account, including employees of Subscriber and, where applicable, outside counsel or advisors granted access under Section 3.2(c).
3.2 Account Types. The Service supports the following account structures:
(a) Direct Employer Account. The employer registers as Subscriber and is also the Employer Data Owner. The employer uploads its own data and controls the account directly.
(b) Attorney-Directed Account. A law firm or attorney registers as Subscriber on behalf of a client employer ("Represented Employer") in connection with legal services the attorney is providing to that employer. The Represented Employer may never directly access the Service. In this configuration:
- Subscriber represents and warrants that it has obtained the Represented Employer's informed authorization to disclose the Represented Employer's data to Company for the purpose of assisting Subscriber in rendering legal advice or assessing litigation or compliance exposure;
- Subscriber is uploading and directing the analysis of data solely in its capacity as counsel or advisor to the Represented Employer, and Company's role is limited to processing that data at Subscriber's direction for that stated purpose;
- Subscriber remains solely responsible for any determination regarding the confidentiality, privileged status, or work-product status of data uploaded to, or output generated by, the Service. Company makes no representation, warranty, or guarantee that use of the Service preserves attorney-client privilege or attorney work-product protection over any data or output. That determination depends on facts and legal standards outside Company's control, and Subscriber should obtain independent advice on how to structure its engagement and use of the Service to protect any privilege or work-product claim it intends to assert.
(c) Employer Account with Authorized Advisor Access. The employer registers as Subscriber and Employer Data Owner and separately grants access to an Authorized User who is outside counsel or another advisor, at the employer's direction. In this configuration, the employer's outside counsel accesses data the employer itself uploaded and controls; Company makes no representation regarding, and this configuration does not on its own establish, any privileged or protected status over the data or Service output.
3.3 Authorized Users Generally. Subscriber is responsible for all activity by its Authorized Users and for ensuring Authorized Users comply with these Terms. Company may require Authorized Users to individually acknowledge applicable confidentiality and acceptable-use obligations before accessing an account.
4. Customer Data and Representations
4.1 Ownership. As between Company and the Employer Data Owner, the Employer Data Owner retains all right, title, and interest in and to the timeclock, payroll, and employee data uploaded to the Service ("Customer Data"), regardless of whether the Employer Data Owner or a third-party Subscriber (e.g., outside counsel under an Attorney-Directed Account) is the party that actually uploads it. Company does not claim ownership of Customer Data.
4.2 License to Company. Whoever uploads Customer Data grants Company a limited, non-exclusive license to process, store, and analyze it solely to provide, maintain, and improve the Service, and for aggregated, de-identified analytics that do not identify Subscriber, the Employer Data Owner, or any individual employee.
4.3 Representations.
-Direct Employer Accounts: The employer represents and warrants that it has all necessary rights, consents, and legal authority to upload Customer Data, including any employee personal information contained in it, and will comply with all applicable laws, including the CCPA/CPRA to the extent applicable to employee data.
-Attorney-Directed Accounts: Subscriber (the attorney/firm) represents and warrants that it has obtained the Represented Employer's authorization to disclose the Represented Employer's data to Company, and that Subscriber's engagement with the Represented Employer permits this disclosure consistent with Subscriber's professional and ethical obligations.
-All Accounts: Subscriber and any Employer Data Owner are solely responsible for any notices, consents, or disclosures owed to employees whose data is uploaded to the Service.
4.4 Company is not responsible for verifying the accuracy, completeness, lawful basis, or authorization underlying any Customer Data uploaded to the Service.
4.5 Data Segregation and Confidentiality of Uploads. Company will not share, cross-reference, or make visible one Subscriber's Customer Data to any other Subscriber, including other attorney or employer accounts, and will not use Customer Data for any purpose other than providing the Service and the aggregated, de-identified analytics described in Section 4.2.
4.6 Third-Party Legal Process. If Company receives a subpoena, court order, or other legal process seeking Customer Data, Company will, to the extent permitted by law, provide prompt notice to the Subscriber whose account the request concerns before producing any data, so that Subscriber may seek a protective order or otherwise contest the request. This section does not obligate Company to itself contest or resist any such process.
4.7 Data Retention. The Service is designed to minimize the data Company retains. Uploaded timeclock files and the violation-level detail generated from them — including dates, hours, dollar amounts, and employee-level results — are processed to produce analysis output and export files, and are not stored by Company beyond the active session in which the upload and analysis occur.
Company does retain limited account-level information on an ongoing basis so it carries over between sessions: (a) analysis configuration settings (e.g., pay period start date, pay frequency, minimum meal break threshold); (b) pay rate sheets associated with the Subscriber's account; and (c) a record of the dates on which the Service was used ("Run History"), which reflects only the date of use and does not include violation-level detail, dollar figures, or employee-identifying information.
This retention practice applies uniformly to all accounts and sessions and is not adjusted based on the existence, status, or subject matter of any actual or anticipated litigation.
5. Fees and Payment
5.1 Fees are billed to the Subscriber (whether the employer or the attorney/firm operating an Attorney-Directed Account) as set forth on Company's pricing page or an applicable order form, and are processed through Company's third-party payment processor (Stripe). By providing payment information, Subscriber authorizes Company to charge applicable fees on a recurring basis until cancellation.
5.2 Except as required by law or expressly stated otherwise, all fees are non-refundable, including for partial billing periods.
5.3 Company may change pricing upon at least 30 days' notice, effective at Subscriber's next renewal.
5.4 Non-payment may result in suspension or termination of access to the Service.
6. Intellectual Property
6.1 The Service, including its underlying software, detection methodology, calculation logic, design, and all related intellectual property, is and remains the sole property of Company. These Terms grant no ownership interest in the Service.
6.2 Subscriber receives a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of its subscription, solely for its internal business purposes (or, for Attorney-Directed Accounts, solely in connection with services provided to the Represented Employer).
6.3 Subscriber may not reverse engineer, decompile, resell, sublicense, white-label, or create derivative works based on the Service, except as expressly permitted in a separate written agreement with Company.
7. Confidentiality
Each party will protect the other's confidential information with the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care, and will not disclose it to third parties except as necessary to perform under these Terms, as required by law, or as otherwise agreed in writing.
8. DISCLAIMER OF WARRANTIES
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF RESULTS. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR LEGAL, PAYROLL, OR COMPLIANCE PURPOSE.
Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to the extent prohibited by applicable law.
9. LIMITATION OF LIABILITY
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID TO COMPANY BY THE APPLICABLE SUBSCRIBER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Carve-Outs. Nothing in this Section 9 limits or excludes either party's liability for (a) fraud or fraudulent misrepresentation, (b) gross negligence or willful misconduct, (c) death or personal injury caused by negligence, or (d) any other liability that cannot lawfully be limited or excluded under California Civil Code §1668 or other applicable law.
9.4 The limitations in this Section 9 apply regardless of the legal theory of liability (contract, tort, strict liability, or otherwise) and are a fundamental basis of the bargain between the parties.
10. Indemnification
Subscriber agrees to indemnify, defend, and hold harmless Company and its officers, employees, and affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(a) Customer Data, or a lack of rights or authorization to upload or disclose it to Company, including, for Attorney-Directed Accounts, a lack of authorization from the Represented Employer;
(b) Subscriber's or any Authorized User's use of the Service in violation of these Terms or applicable law; or
(c) any action or inaction Subscriber, an Authorized User, or an Employer Data Owner takes (or fails to take) based on Service output, including payroll or remediation decisions.
11. Term; Suspension; Termination
11.1 These Terms remain in effect for as long as an active subscription or account is maintained.
11.2 Company may suspend or terminate access immediately for non-payment, suspected fraud, security risk, or violation of these Terms.
11.3 Either party may terminate for the other's uncured material breach upon 30 days' written notice, if the breach is not cured within that period.
11.4 Upon termination, access to the Service ends. To the extent Company retains any data under Section 4.7 (configuration settings, rate sheets, or Run History), Company will make that data available for export for 30 days following termination, after which Company may delete it, except as required to be retained by law. Because violation-level Customer Data is not stored beyond the active session per Section 4.7, there is no separate violation-level dataset to export or delete upon termination.
12. Dispute Resolution; Arbitration; Class Action Waiver
12.1 Governing Law. These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.
12.2 Binding Arbitration. Except for claims for injunctive relief or claims that may be brought in small claims court, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Los Angeles County, California.
12.3 Class Action Waiver. Disputes will be brought only in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. This waiver does not apply to representative actions brought under the California Private Attorneys General Act (PAGA) to the extent such waiver is unenforceable under applicable law.
12.4 Opt-Out Right. Subscriber may opt out of this arbitration provision by sending written notice to Company within 30 days of first accepting these Terms. If Subscriber opts out, disputes will be resolved exclusively in the state or federal courts located in Los Angeles County, California, and both parties consent to personal jurisdiction there.
13. General Provisions
13.1 Entire Agreement. These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement regarding the Service and supersede all prior agreements on the subject.
13.2 Assignment. Subscriber may not assign these Terms without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of assets.
13.3 Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
13.4 No Waiver. Failure to enforce any provision of these Terms is not a waiver of that provision.
13.5 Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.
13.6 Notices. Notices to Company should be sent to [INSERT NOTICE EMAIL/ADDRESS].
14. Changes to These Terms
Company may revise these Terms from time to time. Non-material changes (e.g., clarifications, contact information updates) take effect upon posting. **Material changes — including changes affecting fees, liability, dispute resolution, or Subscriber's substantive rights — will require affirmative re-acceptance of the revised Terms before continuing to use the Service. Continued use of the Service following a material change and re-acceptance prompt constitutes acceptance.
15. Contact
ELE Consulting Inc. d/b/a Wage Counsel Group
Woodland Hills, California