DRAFT FOR REVIEW. NOT LEGAL ADVICE.

This is a working draft for review by Andrew Scott. It is not legal advice and has not been reviewed by a lawyer. Please have a licensed attorney review it before you publish it or rely on it. Items marked [TBD] still need to be filled in.

CallBoard Terms of Service

Effective date: [TBD effective date]

Last updated: [TBD date]

These Terms of Service (the "Terms") are an agreement between CALLBOARD LLC, an Illinois limited liability company ("CallBoard," "we," "us"), and the organization that signs up for CallBoard ("Customer," "you"). They cover your use of the CallBoard service at callboard.work (the "Service").

If you accept these Terms for an organization, you confirm that you have authority to bind that organization. If you don't agree to these Terms, don't use the Service.

1. The Service

CallBoard is a web app that helps organizations build and publish staff call schedules. It includes a month schedule builder, draft and publish workflows, day sheets, cover swaps approved by an Admin, time-off requests, and change alerts by email and in the app.

We may improve, change, or retire features over time. If we remove a core feature you rely on, we'll try to give you reasonable notice first.

2. Accounts and users

• Admins manage the Customer's account and invite Staff Members. All of these people are "Users."
• You are responsible for the people you invite, for what they do in your account, and for keeping login details secure.
• Account information must be accurate and kept up to date.
• Tell us right away at hello@callboard.work if you think someone has accessed your account without permission.
• Users must be at least 18 years old [TBD: confirm] and must use the Service for work.

3. Free trial

• New Customers get a 30-day free trial.
• A payment card is required to start the trial. You pay $0 today.
• When the trial ends, your card will be charged for the plan you chose unless you cancel before then. You can cancel any time during the trial and you won't be charged.
• The trial is your evaluation period, so the first charge after the trial is non-refundable (see Section 5).
• [TBD: confirm whether a trial reminder email is sent before the first charge, and when.]

4. Plans and pricing

• Multi-team plans are billed yearly only.
• All prices are in U.S. dollars. Prices do not include taxes. Applicable sales, use, or similar taxes may be added. [TBD: what counts as a "team," e.g. a department or schedule, and any user limits per team.]
• We may change prices. A price change applies from your next renewal. We'll give you notice before it does, and you can cancel before it applies.

5. Billing, renewals, and cancellations

Payments. Payments are processed by Stripe. By giving us a payment method, you authorize us, through Stripe, to charge it for all fees under your plan. CallBoard does not store full card numbers.

Automatic renewal. Your subscription renews automatically at the end of each billing period (monthly or yearly), at the then-current price, until you cancel. For yearly plans, we'll email you a reminder 30 days before each renewal. The reminder also explains the 7-day renewal refund window described under "Refunds" below.

How to cancel. You can cancel in your account settings [TBD: confirm in-app cancel path] or by emailing hello@callboard.work. Cancellation takes effect at the end of your current paid period. You keep access until then. The one exception is a cancellation within the 7-day renewal refund window (see "Refunds"). That ends your subscription right away.

Upgrades. If you upgrade, for example from 1 team to a 3-team bundle, you are charged right away for the prorated difference for the rest of your current period.

Downgrades. A downgrade takes effect at the end of your current paid period. Before it does, you need to reduce your usage to fit the new plan, for example by removing extra teams. [TBD: what happens if usage still exceeds the new plan's limits.]

Refunds.

• First charge: no refund. The 30-day free trial is your evaluation period, so the first charge after the trial can't be refunded.
• Yearly renewals: 7-day window. For each yearly renewal after your first year, if you cancel within 7 days of the renewal charge, we'll give you a full refund of that renewal charge, plus any upgrade charge made within those same 7 days. Your subscription ends immediately when you cancel in this window.
• No other refunds or credits. Apart from the renewal window above, fees are non-refundable. This includes monthly plans, partial periods, unused time, and downgrades, except where the law requires otherwise.

Failed payments. If a payment fails, we'll let you know and give you a 14-day grace period to update your payment method. If the payment still hasn't succeeded after 14 days, your account becomes read-only. You'll still be able to see and export your data, but you won't be able to create or change schedules until the payment goes through. [TBD: whether and when a read-only account is eventually canceled.]

6. Your data

You own your data. "Customer Data" means everything you and your Users put into the Service, such as names, work emails, schedules, assignments, and time-off requests. As between you and us, you own all Customer Data.

Our limited permission to use it. You give us permission to host, copy, process, and display Customer Data only as needed to provide, secure, and support the Service, and as described in our Privacy Policy. We don't sell Customer Data.

Your responsibilities. You are responsible for the accuracy of Customer Data, and for having the rights and any notices or consents you need to put it into the Service, including your staff's information.

No patient health information. CallBoard is not designed or approved for protected health information (PHI) under HIPAA or for any other patient data. You must not enter patient health information into the Service, and we will not sign a Business Associate Agreement [TBD: confirm]. You are responsible for any such information you or your Users enter in breach of this rule.

Aggregated data. We may use de-identified, aggregated data about how the Service is used, which does not identify you or any person, to operate and improve CallBoard.

Export and deletion after cancellation. When your subscription ends, we'll email an export of your data to the account owner. We'll then keep your data for 90 days and delete it after that, except for copies that stay in backups for a limited time or that we must keep by law.

7. Acceptable use

You and your Users agree not to:

• Enter patient health information or other sensitive data the Service isn't designed for
• Break any law, or infringe or violate anyone else's rights
• Upload malware, or try to interfere with or disrupt the Service
• Try to get unauthorized access to the Service, other accounts, or our systems
• Probe, scan, or test the Service's vulnerabilities without our written permission
• Reverse engineer the Service, except where the law allows it
• Scrape the Service, or use bots to access it, except through features we provide
• Resell, sublicense, or give the Service to third parties outside your organization
• Use the Service to build a competing product
• Send spam or abusive messages through the Service

We may suspend access that breaks these rules or that threatens the security or stability of the Service. Where reasonable, we'll tell you first.

8. Our property

CallBoard and everything that makes it up, including the software, design, branding, and documentation, belongs to CALLBOARD LLC and its licensors. While you're subscribed, we give you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes under these Terms.

If you send us feedback or ideas, we can use them freely and we owe you nothing for them.

9. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that reasonably should be understood as confidential ("Confidential Information"). Customer Data is your Confidential Information. Each party agrees to:

• Use the other's Confidential Information only to perform under these Terms
• Protect it with at least reasonable care
• Share it only with employees, contractors, and service providers who need to know it and who are bound by similar obligations

These obligations don't apply to information that is public through no fault of the receiving party, that the receiving party already knew, that it got lawfully from someone else, or that it developed independently. A party may disclose Confidential Information if the law requires it, and where allowed it will give the other party notice first.

10. Third-party services

The Service relies on third-party providers, including Supabase, Vercel, Stripe, Cloudflare, and [TBD email delivery provider]. We aren't responsible for third-party services we don't control, but we choose our providers carefully.

11. Availability and support

We work to keep the Service available and reliable, but we don't promise any specific uptime unless we've agreed to that in writing. [TBD: support channel and hours, any SLA.] Scheduled maintenance and events beyond our control may interrupt the Service.

Keep your own records. CallBoard is a scheduling tool. You are responsible for confirming coverage and staffing decisions, and for any backup plans you need if the Service or email alerts are unavailable or delayed.

12. Warranty disclaimer

The Service is provided "as is" and "as available." To the fullest extent the law allows, CallBoard disclaims all warranties, whether express, implied, or statutory. This includes warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We don't guarantee that the Service will be uninterrupted, error-free, or completely secure, or that alerts and emails will always be delivered on time.

13. Limitation of liability

To the fullest extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if it was told those damages were possible.
• CallBoard's total liability for all claims related to these Terms or the Service is limited to the amount you paid us in the 12 months before the event that gave rise to the claim [TBD: confirm cap with counsel].
• These limits don't apply to your payment obligations or to breaches of Section 7 (Acceptable use). [TBD: counsel to confirm carve-outs, e.g. confidentiality, indemnity.]

14. Indemnification

You agree to defend and indemnify CallBoard against third-party claims that arise from Customer Data (including any patient health information entered in breach of Section 6), from your or your Users' breach of Section 7, or from your violation of law. [TBD: counsel to consider whether CallBoard should give a mutual IP-infringement indemnity.]

15. Term, suspension, and termination

• These Terms start when you sign up and continue until your subscription ends.
• You may cancel at any time as described in Section 5.
• We may suspend or end your account if you materially breach these Terms and don't fix the breach within [TBD, e.g. 30] days after we notify you. We may act right away if there's a serious security risk or illegal use.
• When the Terms end, your right to use the Service stops, and the export and deletion process in Section 6 applies. Sections that by their nature should survive, such as ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, will survive.

16. Changes to these Terms

We may update these Terms. If a change is significant, we'll notify Admins by email or in the app at least [TBD, e.g. 30] days before it takes effect. If you keep using the Service after the effective date, you accept the updated Terms. If you don't agree, you can cancel before the change takes effect.

17. Governing law and disputes

These Terms are governed by the laws of the State of Illinois, without regard to its conflict-of-law rules. Any dispute will be resolved in the state or federal courts located in [TBD county], Illinois, and both parties agree to those courts' jurisdiction. [TBD: counsel to consider informal resolution step, arbitration, or jury-waiver clause.]

18. General

• Entire agreement. These Terms, the Privacy Policy, and any order form or written agreement we sign with you make up the whole agreement. If they conflict, a signed written agreement controls.
• Assignment. Neither party may assign these Terms without the other's consent. Either party may assign them as part of a merger or the sale of substantially all of its business.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.
• Severability and waiver. If part of these Terms can't be enforced, the rest still applies. Not enforcing a term is not a waiver of it.
• Independent parties. These Terms don't create a partnership, agency, or employment relationship.
• Notices. We'll send notices to the account owner's email address. Send notices to us at hello@callboard.work, with a copy to [TBD address].

19. Contact

CALLBOARD LLC

Email: hello@callboard.work

Mailing address: [TBD address]