These Terms of Service ("Terms") constitute a legally binding agreement between you and CenApps Technologies Inc. ("CenApps," "we," "our," or "us") governing your access to and use of the ScheduleCom4 services.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE.
BY ACCESSING, REGISTERING FOR, OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
1. Definitions
For purposes of these Terms, the following definitions apply:
1.1 "CenApps"
"CenApps" means CenApps Technologies Inc., a California corporation, together with its affiliates, successors, and assigns.
1.2 "ScheduleCom4"
"ScheduleCom4" means the family of software products, applications, websites, mobile applications, APIs, voice messaging services, communications systems, and cloud services developed, operated, licensed, or distributed by CenApps.
ScheduleCom4 includes, without limitation:
- The customer web portal located at:
https://schedulecomondemand.azurewebsites.net
- Mobile applications distributed through:
- Apple App Store
- Google Play Store
- Application Programming Interfaces ("APIs")
- Scheduling and dispatch systems
- SMS and messaging services
- Push notification services
- Voice messaging systems
- Reporting systems
- Associated websites and cloud-hosted services.
1.3 "Service"
"Service" means ScheduleCom4 and all related services, features, software, websites, mobile applications, APIs, communications systems, and hosted environments provided by CenApps.
1.4 "Customer"
"Customer" means the business, company, governmental entity, organization, or individual who subscribes to or purchases access to the Service.
1.5 "User"
"User" means an employee, contractor, representative, administrator, driver, dispatcher, manager, customer representative, or any other individual authorized by Customer to access the Service.
1.6 "Customer Data"
"Customer Data" means all information, data, records, content, files, communications, schedules, photographs, voice messages, location information, and other materials submitted to, uploaded into, or processed through the Service by Customer or its Users.
Customer Data includes, but is not limited to:
- Employee information
- Customer information
- Phone numbers
- Email addresses
- Home addresses
- Driver license information
- Dispatch schedules
- Time punches
- GPS coordinates
- Vehicle locations
- Jobsite addresses
- Uploaded files
- Photographs
- Voice messages
- Notes and comments
Customer Data does not include:
- Usage analytics generated by the Service;
- Aggregated or anonymized data;
- System logs;
- Diagnostic information; or
- Information independently developed by CenApps.
1.7 "Location Data"
"Location Data" means precise or approximate geographic location information collected through:
- Mobile devices;
- GPS hardware;
- Vehicle tracking systems;
- Geofencing systems;
- Time clock verification features; or
- Related technologies.
Location Data may include:
- Current location;
- Historical locations;
- Route history;
- Vehicle position;
- Employee position;
- Arrival and departure events.
1.8 "Voice Messages"
"Voice Messages" means audio recordings created, uploaded, or transmitted by Users through the Service.
Voice Messages do not include:
- Recorded telephone calls;
- Call recordings;
- Voicemail systems not operated by the Service; or
- Automatic call transcriptions.
2. Acceptance of Terms
By:
- Creating an account;
- Registering for a subscription;
- Accessing the Service;
- Using the Service;
- Downloading a mobile application;
- Paying subscription fees; or
- Clicking a button indicating acceptance,
you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you use the Service on behalf of a company or organization, you represent and warrant that:
- You have authority to bind that organization;
- You are authorized to accept these Terms on its behalf; and
- The term "Customer" includes both you and that organization.
3. Eligibility
The Service is intended solely for business and commercial use.
You represent and warrant that:
- You are at least eighteen (18) years of age;
- You possess the legal capacity to enter into a binding agreement;
- You are not prohibited from using the Service under applicable law;
- You are authorized to use the Service on behalf of your employer or organization if applicable.
The Service is not directed toward children.
Individuals under the age of 18 may not use the Service.
4. Description of Services
ScheduleCom4 is a cloud-based workforce management and operational scheduling platform.
The Service may include:
- Employee scheduling;
- Dispatch management;
- Vehicle tracking;
- Driver scheduling;
- GPS and location services;
- Time clock verification;
- SMS messaging;
- Push notifications;
- Email notifications;
- Voice messaging;
- Customer relationship management features;
- Reporting and analytics;
- Mobile applications;
- Web applications;
- APIs and integrations;
- File storage;
- Photo storage;
- Mapping and geofencing services.
Not all features are available to all Customers.
CenApps reserves the right to:
- Add features;
- Remove features;
- Modify features;
- Introduce beta features;
- Discontinue features;
- Change user interfaces;
- Modify pricing;
at any time and in its sole discretion.
5. SaaS Subscription
ScheduleCom4 is offered as a Software-as-a-Service ("SaaS") subscription.
Subscription pricing is generally based upon:
- Number of employees;
- Number of active users;
- Number of vehicles;
- Optional features;
- Customer negotiated pricing;
or a combination thereof.
Subscription fees are billed monthly unless otherwise specified.
Subscriptions continue until cancelled.
Customers may cancel subscriptions at any time.
Cancellation does not entitle Customer to refunds for previously billed periods except where required by law or expressly agreed to by CenApps in writing.
6. Billing and Payment
Customer agrees to pay all fees associated with the Service.
Fees may include:
- Subscription fees;
- Additional user fees;
- SMS charges;
- Usage-based charges;
- Taxes;
- Government fees;
- Optional service fees.
Subscription counts may be increased or decreased by Customer.
Adjustments may result in prorated charges or credits.
Except as required by law:
- Fees are non-refundable;
- Partial months are not refunded;
- Unused services are not refunded.
Failure to make timely payment may result in:
- Suspension;
- Restriction of features;
- Termination of accounts;
- Collection activities.
CenApps reserves the right to change pricing at any time upon reasonable notice
7. User Accounts
Access to certain portions of the Service requires the creation of one or more User accounts.
Customer is responsible for:
- Creating and managing User accounts;
- Ensuring that account information remains accurate and current;
- Maintaining the confidentiality of usernames and passwords;
- Restricting access to authorized Users only;
- Promptly disabling access for terminated employees or contractors;
- Ensuring that Users comply with these Terms.
Customer is responsible for all activity occurring under its accounts, whether authorized or unauthorized.
Users may not:
- Share credentials with other persons;
- Allow third parties to use their accounts;
- Impersonate another person;
- Circumvent authentication or security controls;
- Use another User's credentials without authorization.
Customer agrees to promptly notify CenApps if Customer becomes aware of:
- Unauthorized access;
- Compromised credentials;
- Suspected security incidents;
- Unauthorized disclosure of Customer Data.
CenApps reserves the right to suspend or disable accounts that pose a security risk or violate these Terms.
8. Authentication and Single Sign-On
ScheduleCom4 may utilize one or more authentication providers and identity systems.
Supported authentication methods may include:
- Microsoft Entra External Identities;
- Microsoft personal accounts;
- Microsoft organizational accounts;
- Google accounts;
- Apple Sign-In;
- Local username and password accounts;
- Enterprise SAML identity providers;
- Other third-party identity providers.
Authentication services may be operated by third parties.
When Customer elects to use a third-party identity provider:
- Authentication credentials may be processed by that provider;
- CenApps may rely on identity assertions received from that provider;
- CenApps does not guarantee the availability of third-party identity services.
CenApps does not store passwords when authentication is performed entirely by external identity providers.
Customer is responsible for:
- Maintaining identity provider configurations;
- Managing user permissions;
- Removing access for former employees;
- Securing credentials and authentication methods.
9. Customer Data Ownership
Customer retains all rights, title, and ownership interests in Customer Data.
CenApps does not claim ownership of Customer Data.
Nothing in these Terms transfers ownership of Customer Data to CenApps.
Customer grants CenApps a limited, non-exclusive, worldwide license to:
- Host Customer Data;
- Store Customer Data;
- Process Customer Data;
- Transmit Customer Data;
- Back up Customer Data;
- Reproduce Customer Data as reasonably necessary to provide the Service;
- Create temporary or archival copies of Customer Data.
This license exists solely for the purpose of:
- Operating the Service;
- Providing support;
- Maintaining security;
- Performing backups;
- Recovering from disasters;
- Improving Service performance;
- Complying with legal obligations.
This license terminates upon deletion of Customer Data, subject to:
- Backup retention periods;
- Legal obligations;
- Disaster recovery copies;
- Archived records retained according to internal retention policies.
10. Data Export, Retention, and Backups
CenApps performs routine backups of Customer Data.
However, Customer acknowledges and agrees that:
- CenApps does not guarantee against all data loss;
- Customer remains responsible for maintaining copies of critical business records;
- Customer should regularly export important records;
- Customer should verify the accuracy and completeness of exported data.
Customer may request export of Customer Data in supported formats while subscriptions remain active.
Following termination:
- Customer may request export of Customer Data for a reasonable period of time;
- CenApps may permanently delete Customer Data after expiration of such period;
- Backup copies may continue to exist temporarily until overwritten during normal backup rotation.
CenApps is not liable for:
- Customer deletion of records;
- User error;
- Corrupted uploads;
- Third-party failures;
- Events beyond CenApps' reasonable control.
11. Communications Consent
By creating an account, providing contact information, or using the Service, Customer and Users consent to receive communications relating to:
- Scheduling;
- Dispatching;
- Shift assignments;
- Time clock verification;
- Customer notifications;
- Security alerts;
- Account verification;
- Billing;
- Service announcements;
- Product updates;
- Customer support.
Communications may be delivered by:
- Email;
- SMS text messages;
- MMS messages;
- Push notifications;
- Voice messages;
- In-app notifications;
- Automated messaging systems.
Customer acknowledges that:
- Message and data rates may apply;
- Wireless carriers are not liable for delayed or undelivered messages;
- CenApps does not guarantee delivery of messages;
- Delivery may depend upon third-party providers and network availability.
Users may opt out of non-essential communications where permitted.
Certain operational and security communications cannot be disabled.
12. SMS and Messaging Terms
ScheduleCom4 may utilize third-party messaging providers, including Twilio, to deliver SMS and MMS messages.
By enrolling in SMS messaging, Customer and Users agree that:
- Message frequency may vary;
- Message and data rates may apply;
- SMS delivery is not guaranteed;
- Wireless carriers are not responsible for delays or failures;
- CenApps may send:
- Dispatch notifications;
- Schedule updates;
- Shift assignments;
- Security alerts;
- Account notifications;
- Authentication codes;
- Service announcements.
Users may opt out of SMS communications by:
- Replying STOP where supported;
- Adjusting notification settings;
- Contacting customer support.
Users may request assistance by:
- Replying HELP where supported;
or contacting:
SMS consent and phone numbers are not sold to third parties for marketing purposes.
13. Voice Messages
ScheduleCom4 permits Users to create, upload, and store Voice Messages.
Customer retains ownership of Voice Messages.
Customer grants CenApps a limited license to:
- Store Voice Messages;
- Process Voice Messages;
- Transmit Voice Messages;
- Back up Voice Messages;
solely for the purpose of operating the Service.
Customer is solely responsible for:
- The content of Voice Messages;
- Compliance with recording laws;
- Obtaining any required consents;
- Ensuring lawful use.
ScheduleCom4 does not:
- Record telephone calls;
- Record external voice conversations;
- Create call transcriptions;
- Monitor Voice Messages except as necessary to provide the Service or comply with legal obligations.
CenApps reserves the right to remove Voice Messages that:
- Violate law;
- Infringe intellectual property rights;
- Contain malware;
- Violate these Terms.
14. Mobile Applications
ScheduleCom4 may be distributed through:
- Apple App Store;
- Google Play Store;
- Other authorized marketplaces.
Customer acknowledges that:
Apple and Google:
- Are not parties to these Terms;
- Are not responsible for the Service;
- Are not responsible for maintenance or support;
- Have no obligation to furnish maintenance or support services;
- Are not responsible for claims relating to the Service.
CenApps is solely responsible for:
- Maintenance;
- Support;
- Product claims;
- Privacy compliance;
- Intellectual property claims relating to the Service.
Customer's use of mobile applications remains subject to:
- These Terms;
- Applicable app store terms;
- Device manufacturer requirements.
15. Device Permissions
In order to provide certain features and functionality, the Service may request permission to access features and capabilities of a User's device.
Depending upon the features enabled by Customer and the capabilities of the device, the Service may request access to:
- Camera;
- Photo library;
- Files and documents;
- Microphone;
- Notifications;
- Location services;
- Background location services;
- Device identifiers;
- Motion and activity sensors;
- Network connectivity information.
Such permissions are requested only when necessary to provide specific functionality.
Users may deny or revoke permissions through device settings; however, doing so may limit or disable certain features of the Service.
CenApps is not responsible for any loss of functionality resulting from the denial or revocation of device permissions.
16. Location Services
Certain features of the Service may utilize Location Data.
Location Data may be collected from:
- Mobile devices;
- Vehicle-mounted devices;
- GPS receivers;
- Tablets;
- Smartphones;
- Third-party telematics systems;
- Time clock devices;
- Other authorized hardware.
Location Data may include:
- Real-time geographic coordinates;
- Historical location information;
- Vehicle positions;
- Employee positions;
- Route history;
- Arrival and departure times;
- Geofence events;
- Mileage calculations;
- Time clock verification events.
The Service may use Location Data for purposes including:
- Employee tracking;
- Vehicle tracking;
- Driver dispatching;
- Dispatch optimization;
- Route planning;
- Geofencing;
- Time clock verification;
- Customer notifications;
- Safety and emergency purposes;
- Operational reporting.
Location Data may be collected:
- While the application is open;
- While the application is running in the background;
- Periodically;
- Continuously;
- Based upon Customer configuration.
Customer represents and warrants that:
- Customer has obtained all necessary consents from Users;
- Customer has authority to monitor employee or vehicle locations;
- Customer complies with all applicable laws relating to location tracking;
- Customer has provided all legally required notices to Users.
Users may disable location permissions through device settings.
However, disabling Location Services may:
- Prevent use of certain features;
- Reduce application functionality;
- Disable dispatching or tracking features;
- Prevent time clock verification;
- Prevent geofencing features from functioning correctly.
CenApps is not responsible for limitations caused by disabled Location Services.
17. Acceptable Use
Customer and Users agree not to:
- Use the Service in violation of any law;
- Upload malicious software;
- Interfere with operation of the Service;
- Circumvent security features;
- Reverse engineer the Service;
- Decompile the Service;
- Attempt to gain unauthorized access;
- Access accounts belonging to other Users;
- Use automated tools to scrape information;
- Perform denial-of-service attacks;
- Upload obscene or unlawful material;
- Infringe intellectual property rights;
- Distribute viruses, worms, ransomware, or malware;
- Use the Service to harass, threaten, or harm others;
- Share credentials with unauthorized persons;
- Interfere with other customers' use of the Service.
CenApps may investigate suspected violations.
CenApps may suspend or terminate access immediately if:
- A violation is suspected;
- Customer creates a security risk;
- Customer fails to cooperate with investigations;
- Continued access could harm the Service or other users.
Nothing in these Terms obligates CenApps to monitor Customer content or User activity.
18. Intellectual Property
Except for Customer Data, the Service and all associated intellectual property are owned exclusively by CenApps Technologies Inc. or its licensors.
This includes, without limitation:
- Source code;
- Object code;
- Software;
- Mobile applications;
- APIs;
- User interfaces;
- Workflows;
- Graphics;
- Logos;
- Icons;
- Trademarks;
- Documentation;
- Reports;
- Designs;
- Databases;
- Algorithms;
- Trade secrets;
- Website content.
Customer receives a limited, non-exclusive, non-transferable, revocable license to use the Service solely in accordance with these Terms.
Customer shall not:
- Copy the Service;
- Modify the Service;
- Create derivative works;
- Reverse engineer the Service;
- Rent or lease the Service;
- Sell or sublicense the Service;
- Remove copyright notices;
- Redistribute any portion of the Service.
Nothing in these Terms transfers ownership of the Service or any intellectual property to Customer.
19. APIs and Integrations
ScheduleCom4 may provide APIs, webhooks, integrations, or interfaces with third-party systems.
CenApps grants Customer a limited license to access supported APIs solely for Customer's internal business use.
Customer agrees not to:
- Exceed published rate limits;
- Circumvent authentication;
- Share API credentials;
- Reverse engineer APIs;
- Interfere with API availability;
- Use APIs for unlawful purposes.
CenApps may:
- Add APIs;
- Remove APIs;
- Change API behavior;
- Introduce usage limits;
- Require authentication changes;
- Discontinue APIs without liability.
Third-party integrations are provided on an "as available" basis.
CenApps is not responsible for:
- Third-party outages;
- Third-party software defects;
- Changes made by third-party providers;
- Loss of data caused by third-party integrations.
20. Security
CenApps utilizes commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.
Security measures may include:
- Encrypted communications;
- Secure authentication;
- Role-based access controls;
- Audit logging;
- Firewalls;
- Network segmentation;
- Intrusion detection;
- Malware protection;
- Routine backups;
- Azure security services;
- Disaster recovery procedures.
The Service is hosted primarily on Microsoft Azure infrastructure.
Despite reasonable security measures, Customer acknowledges that:
- No system is completely secure;
- Internet communications are inherently vulnerable;
- Security incidents may occur;
- Unauthorized access cannot be entirely prevented.
Customer is responsible for:
- Securing User credentials;
- Managing permissions;
- Protecting local devices;
- Maintaining endpoint security;
- Training Users regarding security best practices.
Customer agrees to notify CenApps promptly of suspected:
- Security breaches;
- Credential compromise;
- Malware infections;
- Unauthorized access.
21. Service Availability
CenApps strives to provide reliable and continuous Service availability.
However, the Service is provided on an "as available" basis.
CenApps does not guarantee:
- Continuous availability;
- Uninterrupted operation;
- Error-free performance;
- Specific uptime percentages;
- Compatibility with all devices;
- Availability of specific features.
Service interruptions may occur due to:
- Scheduled maintenance;
- Emergency maintenance;
- Hardware failures;
- Internet outages;
- Power failures;
- Azure service interruptions;
- Third-party failures;
- Cyberattacks;
- Natural disasters;
- Government actions;
- Events beyond CenApps' reasonable control.
CenApps may:
- Suspend the Service;
- Restrict features;
- Modify infrastructure;
- Upgrade systems;
- Retire features;
without liability.
22. Future Features and Artificial Intelligence
CenApps may introduce new features or technologies in future versions of the Service.
Such features may include:
- Artificial intelligence;
- Machine learning;
- Predictive dispatching;
- Automated scheduling;
- Conversational assistants;
- Automated reporting;
- Intelligent routing;
- Voice recognition.
CenApps reserves the right to:
- Introduce such features;
- Offer such features as optional services;
- Modify or discontinue such features.
Before Customer Data is processed by future AI-based features, CenApps will update its Privacy Policy and applicable disclosures as required by law.
Customer may be required to separately enable certain AI features.
Use of AI features may be subject to additional terms.
23. Third-Party Services
The Service may rely upon or integrate with third-party services, products, and technologies.
Such third-party services may include, without limitation:
- Microsoft Azure;
- Microsoft Entra External Identities;
- Microsoft Accounts;
- Google Accounts;
- Apple Sign-In;
- Twilio;
- Mapping providers;
- Geolocation providers;
- Push notification providers;
- Email delivery services;
- Payment processors;
- Cloud storage providers;
- Analytics providers;
- Mobile operating systems.
Third-party services are outside the control of CenApps.
CenApps does not warrant or guarantee:
- Availability of third-party services;
- Accuracy of third-party information;
- Performance of third-party systems;
- Security of third-party systems;
- Compatibility of third-party products.
Customer acknowledges that:
- Third-party services may experience outages;
- Third-party providers may change their services;
- Third-party providers may discontinue features;
- CenApps is not responsible for actions or omissions of third parties.
Use of third-party services may be governed by separate terms and privacy policies.
Customer is responsible for reviewing and complying with such third-party agreements.
24. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
CENAPPS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
WITHOUT LIMITING THE FOREGOING, CENAPPS DISCLAIMS ALL WARRANTIES OF:
- MERCHANTABILITY;
- FITNESS FOR A PARTICULAR PURPOSE;
- TITLE;
- NON-INFRINGEMENT;
- ACCURACY;
- RELIABILITY;
- SECURITY;
- AVAILABILITY;
- PERFORMANCE;
- QUIET ENJOYMENT;
- UNINTERRUPTED SERVICE.
CENAPPS DOES NOT WARRANT THAT:
- THE SERVICE WILL BE ERROR FREE;
- THE SERVICE WILL OPERATE WITHOUT INTERRUPTION;
- DEFECTS WILL ALWAYS BE CORRECTED;
- THE SERVICE WILL MEET CUSTOMER REQUIREMENTS;
- CUSTOMER DATA WILL NEVER BE LOST;
- THE SERVICE WILL BE COMPATIBLE WITH ALL DEVICES;
- THIRD-PARTY SERVICES WILL CONTINUE TO BE AVAILABLE.
CUSTOMER ASSUMES ALL RISK ARISING FROM USE OF THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS.
IN SUCH JURISDICTIONS, DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
25. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENAPPS SHALL NOT BE LIABLE FOR:
- LOSS OF PROFITS;
- LOSS OF BUSINESS;
- LOSS OF GOODWILL;
- LOSS OF REVENUE;
- LOSS OF DATA;
- BUSINESS INTERRUPTION;
- COST OF SUBSTITUTE SERVICES;
- SPECIAL DAMAGES;
- INCIDENTAL DAMAGES;
- INDIRECT DAMAGES;
- CONSEQUENTIAL DAMAGES;
- EXEMPLARY DAMAGES;
- PUNITIVE DAMAGES.
THIS LIMITATION APPLIES REGARDLESS OF:
- THE LEGAL THEORY ASSERTED;
- WHETHER THE CLAIM SOUNDS IN CONTRACT;
- TORT;
- NEGLIGENCE;
- STRICT LIABILITY;
- STATUTE;
- OR OTHERWISE.
IN NO EVENT SHALL CENAPPS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CENAPPS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED FOR THE SERVICE REFLECT THIS ALLOCATION OF RISK.
26. Indemnification
Customer agrees to defend, indemnify, and hold harmless CenApps Technologies Inc., its:
- Officers;
- Directors;
- Employees;
- Contractors;
- Affiliates;
- Agents;
- Successors;
- Assigns;
from and against any and all:
- Claims;
- Damages;
- Judgments;
- Liabilities;
- Costs;
- Penalties;
- Expenses;
- Attorney fees;
arising from or related to:
- Customer's use of the Service;
- Customer Data;
- Voice Messages;
- Violation of these Terms;
- Violation of applicable law;
- Violation of privacy laws;
- Employment disputes involving Customer;
- Customer's collection of employee location data;
- Claims arising from SMS or communications sent by Customer;
- Violation of third-party rights.
CenApps reserves the right to assume exclusive defense and control of any matter subject to indemnification.
Customer agrees to cooperate fully in such defense.
27. Export Controls and Sanctions
Customer agrees not to:
- Export;
- Re-export;
- Transfer;
- Use;
or permit use of the Service in violation of:
- United States export laws;
- United States sanctions laws;
- Canadian export regulations;
- Australian export regulations;
- Any other applicable trade restrictions.
Customer represents that:
- Customer is not located in a country subject to comprehensive U.S. sanctions;
- Customer is not listed on any government denied-party list;
- Customer will not use the Service for prohibited purposes.
Customer is solely responsible for compliance with export laws applicable to Customer.
28. Force Majeure
CenApps shall not be liable for delays or failures resulting from causes beyond its reasonable control.
Such causes include, without limitation:
- Natural disasters;
- Earthquakes;
- Fires;
- Floods;
- Tornadoes;
- Pandemics;
- Epidemics;
- Labor disputes;
- Civil unrest;
- War;
- Terrorism;
- Government actions;
- Utility failures;
- Internet outages;
- Cloud provider outages;
- Cyberattacks;
- DNS failures;
- Telecommunications failures;
- Shortages of materials or labor.
Performance obligations affected by such events shall be suspended for the duration of the event.
CenApps shall use commercially reasonable efforts to restore Service as soon as practicable.
29. Arbitration
Except where prohibited by law, any dispute, controversy, or claim arising out of or relating to:
- These Terms;
- The Service;
- Customer Data;
- Privacy matters;
- Subscription fees;
- Communications;
- Mobile applications;
shall be resolved exclusively through final and binding arbitration.
Arbitration shall:
- Be administered by the American Arbitration Association ("AAA");
- Be conducted under the AAA Commercial Arbitration Rules;
- Take place in Placer County, California;
- Be conducted in English.
The arbitrator shall have exclusive authority to determine:
- Scope of arbitration;
- Enforceability of these Terms;
- Arbitrability of claims.
Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
30. Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
CUSTOMER AND CENAPPS AGREE THAT:
- CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY;
- CLASS ACTIONS ARE WAIVED;
- REPRESENTATIVE ACTIONS ARE WAIVED;
- PRIVATE ATTORNEY GENERAL ACTIONS ARE WAIVED;
- CONSOLIDATED ACTIONS ARE WAIVED.
THE ARBITRATOR MAY NOT:
- PRESIDE OVER A CLASS ACTION;
- CERTIFY A CLASS;
- CONSOLIDATE CLAIMS;
- AWARD RELIEF TO NON-PARTIES.
IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ENTIRE ARBITRATION PROVISION SHALL BE DEEMED VOID TO THE EXTENT REQUIRED BY LAW.
31. International Users
The Service is operated from the United States.
Customer acknowledges that:
- Customer Data may be transferred to the United States;
- Customer Data may be processed in the United States;
- Customer Data may be stored in the United States;
- Customer Data may cross international borders.
Customer consents to such transfers.
Canadian Users
For Customers located in Canada:
CenApps shall process personal information in accordance with applicable Canadian privacy laws, including:
- PIPEDA;
- Applicable provincial privacy legislation.
Canadian Customers may request:
- Access to personal information;
- Correction of inaccurate information;
- Deletion where permitted by law.
Australian Users
For Customers located in Australia:
CenApps shall process personal information in accordance with:
- Australian Privacy Act 1988;
- Australian Privacy Principles.
Australian Customers may:
- Access personal information;
- Request corrections;
- Make privacy complaints.
California Residents
California residents may have rights under:
- California Consumer Privacy Act (CCPA);
- California Privacy Rights Act (CPRA).
Subject to applicable exemptions, users may have rights to:
- Know what information is collected;
- Access personal information;
- Correct inaccurate information;
- Request deletion;
- Limit certain uses of information.
CenApps does not sell personal information.
32. Customer Responsibilities
Customer acknowledges and agrees that Customer is solely responsible for:
- The accuracy of Customer Data;
- Compliance with employment laws;
- Compliance with wage and hour laws;
- Compliance with workplace monitoring laws;
- Compliance with privacy laws;
- Compliance with location tracking laws;
- Compliance with telecommunications laws;
- Compliance with SMS consent requirements;
- Obtaining all required employee consents;
- Obtaining all required customer consents;
- Compliance with applicable federal, state, provincial, territorial, and local laws.
Customer is solely responsible for determining whether:
- Employee monitoring is lawful;
- GPS tracking is lawful;
- Background location collection is lawful;
- Voice messages are lawfully recorded or retained;
- Customer Data may be uploaded or processed by the Service.
CenApps does not provide legal advice.
Customer should consult legal counsel regarding Customer's obligations under applicable laws.
33. Taxes
Unless otherwise expressly stated, all fees are exclusive of:
- Sales taxes;
- Use taxes;
- Excise taxes;
- Value-added taxes (VAT);
- Goods and Services Taxes (GST);
- Harmonized Sales Taxes (HST);
- Withholding taxes;
- Similar governmental charges.
Customer is responsible for payment of all applicable taxes associated with Customer's use of the Service.
If CenApps is required to collect taxes, such taxes may be added to invoices.
Customer shall provide tax exemption certificates if applicable.
Customer shall not deduct or withhold taxes from payments to CenApps unless required by law.
34. Security Incidents
CenApps maintains commercially reasonable safeguards designed to protect Customer Data.
Despite these safeguards, Customer acknowledges that:
- No system is completely secure;
- Security incidents may occur;
- Unauthorized access may occur;
- Data breaches cannot be entirely prevented.
If CenApps becomes aware of a Security Incident materially affecting Customer Data, CenApps will use commercially reasonable efforts to:
- Investigate the incident;
- Mitigate the effects of the incident;
- Restore affected systems;
- Notify affected Customers when required by law.
A "Security Incident" means unauthorized access to or unauthorized disclosure of Customer Data maintained by CenApps.
Security Incidents do not include:
- Failed login attempts;
- Port scans;
- Denial of service attacks that do not compromise Customer Data;
- Customer credential compromise;
- Malware infections occurring solely on Customer systems;
- Events caused by Customer negligence.
CenApps reserves the right to determine:
- Timing of notifications;
- Scope of notifications;
- Methods of notification;
subject to applicable law.
35. Beta Features
From time to time, CenApps may offer:
- Beta features;
- Preview features;
- Experimental features;
- Early access programs;
- Limited release features.
Beta features may:
- Contain bugs;
- Contain security vulnerabilities;
- Be incomplete;
- Operate incorrectly;
- Be modified;
- Be discontinued;
- Become paid features.
Beta features are provided:
"AS IS"
and
"AS AVAILABLE."
CenApps makes no warranties regarding Beta features.
Customer uses Beta features at Customer's sole risk.
CenApps may terminate access to Beta features at any time without notice.
Customer acknowledges that:
- Beta features may not be appropriate for production use;
- Beta features may experience interruptions;
- Data loss may occur;
- Backward compatibility may not be maintained.
36. Customer Feedback
CenApps welcomes suggestions, ideas, comments, recommendations, and feedback regarding the Service.
If Customer or Users provide feedback, Customer grants CenApps a:
- Worldwide;
- Perpetual;
- Irrevocable;
- Royalty-free;
- Fully paid-up;
- Transferable;
- Sublicensable;
license to:
- Use;
- Modify;
- Reproduce;
- Publish;
- Incorporate;
- Commercialize;
- Distribute;
such feedback for any purpose.
Customer agrees that:
- Feedback is provided voluntarily;
- CenApps owes no compensation for feedback;
- CenApps is not obligated to implement feedback;
- CenApps may independently develop similar ideas.
37. DMCA and Copyright Complaints
CenApps respects the intellectual property rights of others.
If you believe content hosted through the Service infringes your copyright, you may submit a notice containing:
- Your name and contact information;
- Identification of the copyrighted work;
- Identification of the allegedly infringing material;
- A statement that you have a good faith belief the use is unauthorized;
- A statement under penalty of perjury that the information is accurate;
- Your physical or electronic signature.
Notices may be sent to:
CenApps Technologies Inc.
1307 Sego Lane
Lincoln, California 95648
United States
Email:
Upon receipt of a valid notice, CenApps may:
- Remove content;
- Disable access;
- Notify affected users;
- Investigate the claim.
CenApps reserves the right to terminate repeat infringers.
38. Survival
The following sections survive termination of these Terms:
- Customer Data Ownership;
- Data Retention;
- Communications Consent;
- Intellectual Property;
- Security;
- Warranty Disclaimers;
- Limitation of Liability;
- Indemnification;
- Export Controls;
- Arbitration;
- Class Action Waiver;
- Governing Law;
- Taxes;
- Survival;
- Any provision intended by its nature to survive termination.
Termination of access does not relieve Customer of obligations accrued prior to termination.
39. Relationship of the Parties
Nothing in these Terms creates:
- A partnership;
- A joint venture;
- An agency relationship;
- A fiduciary relationship;
- An employment relationship.
Customer and CenApps are independent contractors.
Neither party has authority to bind the other except as expressly stated in writing.
40. Headings
Section headings are provided for convenience only.
Headings do not:
- Define;
- Limit;
- Expand;
- Interpret;
any provision of these Terms.
41. Interpretation
The words:
- "including";
- "includes";
- "such as";
shall mean:
"including without limitation."
Any ambiguity in these Terms shall not be construed against either party based on authorship.
The singular includes the plural and vice versa where appropriate.
42. Entire Agreement
These Terms, together with the ScheduleCom4 Privacy Policy and any documents expressly incorporated herein, constitute the entire agreement between Customer and CenApps regarding the SaaS version of ScheduleCom4.
These Terms supersede:
- Prior oral agreements;
- Prior written agreements;
- Marketing materials;
- Sales presentations;
- Emails;
- Quotes;
- Proposals;
- Statements made by representatives;
to the extent they conflict with these Terms.
For SaaS Customers who do not execute a separate written agreement, these Terms are the sole governing agreement.
43. No Professional Advice
The Service is intended to provide scheduling, dispatching, workforce management, communications, and related operational tools.
The Service does not provide:
- Legal advice;
- Accounting advice;
- Tax advice;
- Human resources advice;
- Employment law advice;
- Regulatory advice;
- Safety advice;
- Transportation compliance advice.
Information generated by the Service, including:
- Reports;
- Notifications;
- Dispatch recommendations;
- GPS information;
- Time clock records;
- Vehicle information;
- Analytics;
- Future AI-generated content;
is provided for informational purposes only.
Customer is solely responsible for:
- Reviewing information generated by the Service;
- Making employment decisions;
- Complying with laws and regulations;
- Maintaining business records;
- Consulting qualified professionals when appropriate.
CenApps is not responsible for decisions made by Customer based upon information generated by the Service.
44. No Reliance
Customer acknowledges and agrees that:
Customer has not relied upon:
- Oral statements;
- Marketing materials;
- Product demonstrations;
- Sales presentations;
- Estimates;
- Proposals;
- Product roadmaps;
- Informal communications;
- Statements made by employees or representatives of CenApps;
except as expressly set forth in these Terms.
Customer further acknowledges that:
- Future features may not be developed;
- Planned features may be delayed;
- Features shown in demonstrations may differ from released versions;
- Beta features may never become production features.
The Service is licensed solely according to these Terms.
45. Employee Monitoring Notice
Certain features of ScheduleCom4 permit Customers to monitor:
- Employee schedules;
- Employee locations;
- Employee time clock activity;
- Vehicle locations;
- Vehicle routes;
- Dispatch activity;
- Arrival and departure events;
- GPS location history;
- Geofence activity;
- Operational performance.
Customer acknowledges and agrees that:
Customer is solely responsible for:
- Determining whether employee monitoring is lawful;
- Providing required notices;
- Obtaining required consents;
- Maintaining employment policies;
- Complying with labor laws;
- Complying with privacy laws;
- Complying with GPS tracking laws.
CenApps:
- Does not determine how Customer uses these features;
- Does not direct Customer's employees;
- Does not supervise employees;
- Does not decide what information Customer collects;
- Acts solely as a software provider.
Customer agrees to indemnify and hold CenApps harmless for claims arising from Customer's use of employee monitoring or location tracking features.
46. Do Not Track Signals
Certain web browsers may transmit:
- "Do Not Track" signals;
- Privacy preferences;
- Similar browser settings.
At this time, ScheduleCom4 does not respond to browser-based Do Not Track signals.
Because no uniform industry standard exists for responding to such signals, CenApps may continue to collect information as described in this Privacy Policy regardless of such browser settings.
Users may limit certain information collection through:
- Browser settings;
- Device settings;
- Cookie controls;
- Application permissions.
47. Data Controller and Contact Information
For purposes of applicable privacy laws, CenApps Technologies Inc. is the operator of the Service.
However, with respect to Customer Data:
- Customer determines what information is collected;
- Customer determines what information is stored;
- Customer determines which Users have access;
- Customer determines how the Service is configured.
Accordingly:
CenApps generally acts as a service provider or data processor with respect to Customer Data.
Customer generally acts as the data controller or business responsible for information submitted to the Service.
Questions regarding privacy may be directed to:
CenApps Technologies Inc.
1307 Sego Lane
Lincoln, California 95648
United States
Information:
Support:
Corporate Website:
Customer Portal:
https://schedulecomondemand.azurewebsites.net
48. Data Deletion Requests
Authorized Customers may request deletion of Customer Data.
Deletion requests may be submitted through:
- The Service;
- Customer administrators;
- Email;
- Customer support.
CenApps may require:
- Verification of identity;
- Verification of authority;
- Additional information necessary to process the request.
Deletion requests may not result in immediate removal from:
- Backup systems;
- Disaster recovery systems;
- Archived logs;
- Audit records;
- Systems retained for legal or security purposes.
Certain information may be retained:
- As required by law;
- To resolve disputes;
- To enforce agreements;
- To detect fraud;
- To protect security.
When backup copies expire according to normal retention schedules, such information will be deleted or overwritten.
49. Business Transfers
If CenApps is involved in:
- A merger;
- Acquisition;
- Sale of assets;
- Bankruptcy;
- Reorganization;
- Change in control;
Customer Data and related information may be transferred as part of that transaction.
Any successor entity shall remain subject to:
- Applicable privacy laws;
- Existing contractual obligations;
- These Terms to the extent permitted by law.
CenApps will use commercially reasonable efforts to provide notice of material changes affecting Customer information.
50. Reservation of Rights
Except for the limited rights expressly granted under these Terms:
CenApps reserves all rights, title, and interests in and to:
- The Service;
- Software;
- APIs;
- Mobile applications;
- Websites;
- Documentation;
- Logos;
- Trademarks;
- Trade secrets;
- Algorithms;
- Databases;
- Designs;
- Source code;
- Object code;
- Derivative works;
- Improvements;
- Future versions.
No rights are granted by implication, estoppel, or otherwise.
51. Final Acknowledgement
BY ACCESSING OR USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT:
- CUSTOMER HAS READ THESE TERMS;
- CUSTOMER UNDERSTANDS THESE TERMS;
- CUSTOMER HAS HAD AN OPPORTUNITY TO CONSULT LEGAL COUNSEL;
- CUSTOMER AGREES TO BE BOUND BY THESE TERMS;
- CUSTOMER ACCEPTS THE PRIVACY POLICY;
- CUSTOMER CONSENTS TO ELECTRONIC COMMUNICATIONS;
- CUSTOMER ACCEPTS RESPONSIBILITY FOR ITS USE OF THE SERVICE.
52. Customer Responsibilities Regarding Customer Data
Customer is solely responsible for:
- The accuracy of Customer Data;
- The legality of Customer Data;
- The completeness of Customer Data;
- The quality of Customer Data;
- The timing of Customer Data submissions;
- Maintaining copies of critical business records;
- The consequences of decisions made using Customer Data.
Customer represents and warrants that:
- Customer owns or has rights to all Customer Data submitted to the Service;
- Customer has obtained all necessary consents;
- Customer has authority to submit Customer Data;
- Customer's use of the Service does not violate any law;
- Customer Data does not infringe the rights of any third party.
Customer shall not upload:
- Illegal material;
- Malicious code;
- Trade secrets belonging to others without authorization;
- Confidential information that Customer lacks authority to disclose;
- Material infringing copyrights, trademarks, or patents;
- Content prohibited by applicable law.
CenApps has no obligation to verify:
- Accuracy of Customer Data;
- Ownership of Customer Data;
- Legality of Customer Data;
- Rights associated with Customer Data.
53. Customer Security Responsibilities
While CenApps implements commercially reasonable security measures, Customer is responsible for securing Customer's own environment.
Customer is responsible for:
- Selecting strong passwords;
- Maintaining password confidentiality;
- Enabling multi-factor authentication where available;
- Protecting devices used to access the Service;
- Installing operating system updates;
- Maintaining antivirus and endpoint protection;
- Restricting User access;
- Removing access for terminated employees;
- Monitoring suspicious account activity.
Customer agrees to promptly notify CenApps of:
- Lost or stolen devices;
- Credential compromise;
- Suspected breaches;
- Unauthorized access;
- Malware infections affecting the Service.
CenApps is not liable for losses caused by:
- Weak passwords;
- Credential sharing;
- Customer negligence;
- Compromised customer devices;
- Failure to maintain security controls.
54. Suspension of Service
CenApps reserves the right to suspend all or part of the Service immediately if:
- Customer violates these Terms;
- Customer fails to pay fees;
- Customer creates a security risk;
- Customer engages in unlawful activity;
- Customer's use negatively impacts the Service;
- Required by law;
- Necessary to protect CenApps, Customers, or third parties.
Suspension may include:
- Disabling accounts;
- Restricting features;
- Disabling APIs;
- Disabling messaging services;
- Restricting uploads;
- Disabling location services.
Where reasonably practical, CenApps will provide notice before suspension.
However, advance notice is not required where CenApps reasonably believes immediate action is necessary.
CenApps shall not be liable for damages arising from lawful suspension of the Service.
55. Termination
Customer may terminate use of the Service at any time by:
- Cancelling subscriptions;
- Discontinuing use of the Service;
- Contacting CenApps.
CenApps may terminate or suspend Customer's access immediately if:
- Customer violates these Terms;
- Customer fails to pay amounts owed;
- Customer engages in unlawful conduct;
- Customer creates material security risks;
- Customer infringes intellectual property rights;
- Customer abuses the Service;
- CenApps discontinues the Service.
Upon termination:
- Access rights immediately cease;
- Customer must stop using the Service;
- Customer remains responsible for unpaid fees;
- Customer may request export of Customer Data;
- CenApps may delete Customer Data according to retention policies.
Termination does not affect:
- Rights accrued before termination;
- Surviving provisions of these Terms;
- Legal remedies available to CenApps.
56. Service Modifications
CenApps continually improves and evolves the Service.
Accordingly, CenApps may:
- Add new features;
- Remove existing features;
- Change workflows;
- Modify user interfaces;
- Introduce new technologies;
- Retire features;
- Modify APIs;
- Change messaging providers;
- Introduce location-based services;
- Introduce AI features;
- Modify subscription plans.
CenApps is not obligated to:
- Maintain specific features indefinitely;
- Maintain backward compatibility;
- Continue offering legacy features;
- Develop requested features.
CenApps shall use commercially reasonable efforts to provide notice of material changes where practical.
57. Customer Suggestions and Feature Requests
Customer may submit:
- Feature requests;
- Product suggestions;
- Enhancement requests;
- Workflow recommendations;
- Design ideas;
- Technical suggestions;
- Business process recommendations.
Submission of suggestions does not:
- Create confidential obligations;
- Create compensation rights;
- Create ownership rights;
- Require CenApps to implement suggestions.
CenApps may:
- Use suggestions freely;
- Incorporate suggestions into products;
- Modify suggestions;
- Commercialize suggestions;
- License products containing suggestions;
without compensation to Customer.
58. No Guarantee of Regulatory Compliance
The Service is designed as a configurable software platform.
CenApps does not guarantee that Customer's use of the Service complies with:
- Employment laws;
- Wage and hour laws;
- Privacy laws;
- Transportation laws;
- GPS tracking laws;
- Telecommunications laws;
- Industry regulations;
- Record retention laws;
- Tax laws;
- Government reporting requirements.
Customer is solely responsible for:
- Determining applicable laws;
- Configuring the Service appropriately;
- Obtaining legal advice;
- Maintaining compliance.
CenApps makes no representation that use of the Service alone satisfies any legal requirement.
59. Language
These Terms are written in English.
If these Terms are translated into another language:
- The English version controls;
- The translation is provided solely for convenience;
- Any conflict shall be resolved in favor of the English version.
60. Electronic Acceptance
Customer agrees that:
- Clicking "Accept";
- Creating an account;
- Logging into the Service;
- Downloading a mobile application;
- Paying subscription fees;
- Using the Service;
constitutes:
- Electronic acceptance of these Terms;
- A legally binding agreement;
- Consent to transact electronically.
Customer agrees that electronic records and electronic signatures satisfy legal requirements for written agreements.
END OF TERMS OF SERVICE