Terms of Service

Effective date: [Effective date] · Last updated: [Date]

1. Who we are

FairRota is a scheduling service for healthcare organizations, such as physician groups, hospitals and clinics, offered by [Company legal name], a [state and entity type] ("FairRota", "we", "us"), at [business address]. These terms apply to the website at fairrota.com and the FairRota application (together, the "Service").

If an organization (for example a medical group, hospital or clinic) signs up for the Service, that organization is the "Customer". People who sign in under the Customer's account are "Users". If the Customer has a separate signed agreement with us, that agreement controls where it conflicts with these terms.

2. Accounts and access

• The Customer decides who gets an account and what role each User has (for example admin, supervising physician, or staff such as advanced practice providers and nurses).
• Users must keep their sign-in details private and tell the Customer's admin right away if they think an account has been misused.
• The Customer is responsible for activity under its accounts and for removing access when someone leaves.
• Users must be at least 18 and authorized by the Customer.

3. Your data

"Customer Data" means the information the Customer and its Users put into the Service, such as names, user codes, roles, FTE, shift assignments, time-off requests, notes and change history.

• The Customer owns its Customer Data.
• We use Customer Data only to provide, secure, support and improve the Service, as described in our Privacy Policy, or as the Customer instructs.
• We do not sell Customer Data or use it for advertising.
• The Customer can export its Customer Data while its account is active and for [30] days after it ends. After that we delete it, apart from backups that expire on their normal schedule and records we must keep by law.
• We may use de-identified, aggregated usage statistics (for example, how many shifts are scheduled per month across all customers) that do not identify the Customer or any person.

4. No patient information

The Service is built to schedule staff, not to store patient information. The Customer and its Users agree not to enter protected health information (PHI) as defined by HIPAA, or any other patient information, in notes, shift labels, file uploads or any other field. We are not acting as a business associate under HIPAA unless we sign a separate business associate agreement with the Customer.

If patient information is entered by mistake, the Customer should remove it and tell us at [privacy@fairrota.com].

5. Acceptable use

Users may not:

• break the law or anyone's rights while using the Service;
• try to get into accounts, data or systems they are not allowed to use;
• upload malicious code, overload the Service, or get around its security or limits;
• copy, resell or reverse engineer the Service, except where the law allows it;
• use the Service to harass anyone or to send messages people did not agree to receive.

We may suspend access that puts the Service, other customers or the public at risk. We will tell the Customer when we do, unless the law or an emergency prevents it.

6. Messages

The Service can send schedule emails, text messages and in-app notices, such as a published schedule, an open shift alert or a swap request. Text messages are sent only to Users who opt in. Message and data rates may apply. A User can reply STOP to stop texts or HELP for help, and can change notification settings in the Service at any time. Carriers are not liable for delayed or undelivered messages.

7. Fees

Fees, billing periods and payment terms are set in the Customer's order form or plan page. [Add: price basis (for example per scheduled clinician per month), invoicing, late payment, taxes, and renewal terms.] Pilot access may be free for a set period, as stated in the pilot invitation.

8. Availability and support

We work to keep the Service available and to fix problems quickly, but we do not promise it will never be interrupted. We may change or improve features. If we remove a feature the Customer relies on, we will give reasonable notice. Support is available at [support@fairrota.com]. [Add any uptime commitment and support hours if offered.]

9. Scheduling decisions

FairRota is a tool. The Customer remains responsible for its schedules, staffing levels, supervision ratios, labor law compliance (including overtime, meal and rest rules), and patient care. Rule checks and warnings in the Service help, but they may not catch every problem, and the Customer should review schedules before relying on them.

10. Demo and pilot use

The public demo uses fictional names and data and resets when reloaded. Do not enter real personal information in the demo. Pilot and beta features are provided "as is" for evaluation and may change or end.

11. Intellectual property

We own the Service, including its software, design and documentation. We give the Customer and its Users a limited, non-exclusive, non-transferable right to use the Service during the subscription. If a User sends us suggestions, we may use them without obligation.

12. Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only for this relationship. This does not cover information that is public, already known, independently developed, or that must be disclosed by law (with notice where allowed).

13. Warranties

Except as stated in these terms, the Service is provided "as is" and "as available". To the extent the law allows, we disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement.

14. Limitation of liability

To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue. Each party's total liability under these terms is limited to the fees the Customer paid in the [12] months before the claim, or [$100] if no fees were paid. These limits do not apply to [carve-outs to be set by counsel, for example breach of confidentiality, indemnity obligations, or amounts that cannot be limited by law].

15. Indemnity

[Counsel to draft mutual indemnities, for example: FairRota defends claims that the Service infringes a third party's rights; the Customer defends claims arising from Customer Data or misuse of the Service, including entry of patient information against section 4.]

16. Term and ending

These terms apply while the Customer uses the Service. Either party may end the subscription as set out in the order form, or right away if the other party materially breaches these terms and does not fix it within 30 days of notice. Sections that by their nature should continue (such as data export and deletion, confidentiality, liability limits and governing law) survive.

17. Governing law

These terms are governed by the laws of the State of California, without regard to conflict of law rules. Disputes will be heard in the state or federal courts in [county] County, California, unless the parties agree otherwise. [Counsel to decide on arbitration.]

18. Changes and contact

We may update these terms. If a change is material, we will give the Customer at least 30 days' notice by email or in the Service before it takes effect. Questions: [legal@fairrota.com], [Company legal name], [business address].