Terms of Service for employee scheduling software service (the "Service")
offered through Web Edition of SchedulePro.
The Web Edition of SchedulePro Website is hosted on the domain "ScheduleProWeb.com" and is composed of
numerous Websites and Webpages operated by EDP Software ("EDP Software", "we",
"us", "our"). Collectively, these will be referred to as the
These Terms of Service constitute an agreement (the "Terms of Service") between you (the company,
partnership or other organization, entity or individual engaging EDP Software's services, "You")
and EDP Software that sets out (a) the terms and conditions by which we allow You to access the Website and to access and use
the Service, and (b) the terms and conditions by which EDP Software will provide the Website and the Service.
WHEN YOU ACCESS THE WEBSITE OR ACCESS OR USE THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE,
WITHOUT LIMITATIONS OR RESERVATIONS, AND BY ANY APPLICABLE LAWS, INCLUDING, THOSE APPLICABLE LAWS PERTAINING TO COPYRIGHTS
EDP Software provides employee scheduling software service through the Service which allows users to create, and maintain
their employee shift schedule online, and provides employees and all other users with access to that information both through
the web and through email.
Acceptance of these Terms of Service
"Terms of Service" is an agreement between EDP Software, the owner and operator of the Website and the Service, and You.
The terms herein apply to all access to the Website or access or usage of the Service hosted on the Website.
By accessing the Website or accessing or using the Service or any portion of the Service, You expressly agree to be bound by these Terms of Service.
If You do not agree to all of these Terms of Service, You are not authorized to access the Website or access or use the Service.
These Terms of Service shall be effective as soon as You access the Website or access or use the Service.
You guarantee and warrant to us that You possess the legal capacity to enter into and perform the obligations under these Terms
of Service and any other agreements formed in accordance with these Terms of Service and that You will not access the Website or
access or use the Service for any purpose that is unlawful or prohibited by these Terms of Service.
Intellectual Property and Reservation of Rights
EDP Software expressly reserves all right, title and interest relating to (a) the Website; (b) the Service and
(c) any instructions, training and/or implementation materials, specifications and other materials that exist and
that EDP Software makes available to You, either online or in electronic or hard copy format, and all information,
including designs, codes, applications, functionality, software, documents, drawings and data, that exist or is
subsequently developed, updated, customized, modified or superseded owned by EDP Software or licensed by EDP Software
from third parties related to the foregoing, and all modifications thereof, including any modifications or improvements
made thereto throughout the Subscription Term at the suggestion of or with input from You, and all intellectual property
and related material, including related work in progress, that is developed or produced by EDP Software, and to any and
all legally protectable elements or derivative works thereof and all intellectual property rights and other rights therein,
including, without limitation, all trademark rights, patent rights, copyrights and trade secrets in the foregoing
(collectively, the "Content").
You acknowledge that the Service, the Content and any other material provided by EDP Software hereunder are licensed
to You on a subscription basis and not "sold" to You.
You acknowledge that EDP Software may at its sole discretion at any time and without notice to You (a) use or incorporate
the Content in the Website and/or the Service; (b) except as expressly agreed by EDP Software and You, use or incorporate the
Content in the performance of services for and on behalf of third parties or give access to the Website, the Service and/or
the Content to any third party or (c) develop parallel or comparable products to the Website, the Service and/or the Content.
You expressly reserve all rights in any information, records, files or other data that You (or Your employees, contractors,
directors, officers or any other authorized persons ("Your Personnel")) load, enter into, or otherwise
make available to EDP Software or through the Service ("Your Data"), except that You grant EDP Software
a perpetual, non-exclusive, world-wide, royalty free, fully sublicenseable, fully paid-up license to copy, use, reformat, modify,
display, perform, reproduce, distribute, transmit and create derivative works of Your Data: (a) in providing the Service to You or
(b) in connection with EDP Software's internal business purposes.
By accessing the Website or accessing or using the Service (or any portion thereof), You expressly agree to allow EDP Software to use Your business name and business logos for EDP Software's marketing, advertising and promotional purposes. We will only use such information as it relates to Your use of the Service or any affiliated services and sites within the scope of these Terms of Service.
Changes to the Website, the Service and the Content
You acknowledge that EDP Software may make changes to the Website, the Service and/or the Content at its sole discretion at
any time and without notice to You and that the continuity, accessibility and accuracy of specific features are not guaranteed.
You acknowledge that any new features that augment or enhance the current Website, Service and/or Content, including the
release of new tools and resources, shall be subject to these Terms of Service.
Access to the Service
Subject to You paying the subscription fee in accordance with Section 7 (Subscription and Payments) and complying
in full with these Terms of Service, EDP Software grants You a non-exclusive, personal, non-transferable and non-sub-licensable
license to permit You and/or Your Personnel to access and use the Service during the Subscription Term solely for Your internal
No Unlawful or Prohibited Use
Part of Your agreement with us is that You will NOT use the Service and/or the Content for any purpose that could be deemed
unlawful or is prohibited by our terms, conditions, notices, and policies.
Except as specifically provided herein, You will not, and will not permit any of Your Personnel to:
sell, transfer, lease, sub-license, rent, supply, republish, post, transmit, distribute, share, use, modify,
reproduce, re-engineer, copy, display, upload, download, perform, create derivative works from, alter, adapt, translate,
amend, incorporate, merge or otherwise alter or benefit from the Service and/or the Content (or any portion thereof); or
attempt to decompile, reverse engineer, extract the source code or otherwise disassemble the Service and/or the
Content (or any portion thereof) nor any software, source code or any part thereof provided to You.
You agree that while accessing or using the Service You will not, and will not permit any of Your Personnel to access, load,
store, distribute or transmit any information or material:
that You do not have the lawful right to copy, transmit, distribute, and display (including any information or
material that would violate any confidentiality or fiduciary obligations that You might have with respect to such
information or material);
for which You do not have the consent or permission from the lawful owner of any personally identifiable
information contained in such information or material;
that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights
or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent,
trade secret, or other intellectual property right, or moral right or right of publicity);
that is false or misleading;
that is defamatory, obscene, or offensive;
that violates, or encourages any conduct that would violate any applicable law or regulation or would give rise
to civil or criminal liability; or
that contains any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling
devices or other harmful component intended to damage, disable, overburden, impair detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal information.
You agree that You will not, and will not permit any of Your Personnel to access or use the Service to:
conduct or promote any activity that could be deemed unlawful or is prohibited by our terms, conditions, notices, and policies;
use the Service to generate unsolicited email advertisements or spam;
stalk, harass or harm another individual or entity;
impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity;
mirror or frame the Website or any content, place pop-up windows over its pages, or otherwise affect the display of its pages;
harvest or otherwise collect information about others, including e-mail addresses; or
create a false identity.
You agree that all of Your Data is true, accurate, current and complete and that You and/or Your Personnel will maintain and promptly
update Your Data to keep it true, accurate, current and complete. EDP Software is not responsible for reviewing, validating or otherwise
confirming the accuracy or completeness of Your Data.
If any of Your Data is or we have reasonable grounds to suspect that any of Your Data is untrue, inaccurate, not current or incomplete,
we may suspend or terminate Your account and disallow or refuse You any and all current or future access to or use of the Service
(or any portion thereof).
EDP SOFTWARE MAKES NO WARRANTY, REPRESENTATION, ENDORSEMENT, OR GUARANTEE REGARDING, AND ACCEPT NO RESPONSIBILITY OR LIABILITY FOR,
THE QUALITY, CONTENT, NATURE OR RELIABILITY OF ANY OF YOUR DATA.
Subscription and Payments
We currently offer one standard subscription term of twelve (12) months for the Service, which subscription term will automatically
renew for another period of twelve (12) months at the end of each twelve (12) month period (a "Subscription Period")
thereafter (collectively, the "Subscription Term").
All Subscriptions Periods are payable in advance. You will be invoiced via email up to ninety (90) days before the end of each Subscription
Period for another Subscription Period. However, You may cancel Your account at any time by emailing us at email@example.com, in accordance
with Section 12 (Cancellation and Termination of the Service) of these Terms of Service.
We may change or modify our fees for future Subscription Periods without notice. The change in fees will not affect the fees for Your
current Subscription Period but will apply to the next billing cycle.
We will charge a NSF fee of US$50 for a bounced cheque, plus any charges or fees incurred to us by our bank or in any way connected with
Your cheque. We may immediately terminate an account without refund if we receive a bad cheque.
If any of the amount invoiced to You is not paid by the due date specified in Your invoice (the "Overdue Amount"),
then EDP Software reserves the right in our sole discretion to:
charge interest on the Overdue Amount at the rate of five percent (5%) per annum, calculated monthly and which shall accrue daily
on the basis of the actual number of days elapsed and a year of 365 days;
suspend Your account and disallow or refuse You any and all access to or use of the Service (or any portion thereof) until
we receive from You the Overdue Amount, together with any interest payable thereon; and
extend the Subscription Term by the period of such suspension upon written notice to You.
If You do not pay for the charges incurred for using the Service within thirty (30) days of the due date specified in Your invoice,
You will be responsible for all costs incurred by us to collect the money from You, including but not limited to attorney's fees, court
costs, other legal costs, and postage.
30-day Limited Free Trial
This Section 8 (30-day Limited Free Trial) only applies to You if you are using the thirty (30) day limited free trial.
By accessing or using the Service or any portion of the Service during the thirty (30) day limited free trial, You expressly agree to
be bound by the terms of these Terms of Service.
If You do not sign up for the Service within thirty (30) days after accepting the thirty (30) day limited free trial, Your access
to the Service will be immediately terminated without notice and You will not be billed. We are not responsible for contacting You to
let You know Your thirty (30) day limited free trial is over.
You are not eligible for another free trial if You have already used a free trial of any of our employee scheduling software service
in the past, whether or not through the Service.
Training and Consulting
We offer consulting services and training services on an hourly basis in addition to the Service. The fee and expenses for this
service must be paid in advance OR the cost is US$185 per hour, which fee must be paid in advance. Please email us at firstname.lastname@example.org
for further details. If You would like for a scheduling specialist to assist You in developing a custom solution for Your scheduling needs,
please email us at email@example.com to discuss Your needs.
We also offer on-site consulting services and on-site training services on per diem basis plus expenses. The fee and expenses for this
service must be paid in advance. Please email us at firstname.lastname@example.org to discuss Your needs.
User Account, Password and Security
You will receive a company ID and can designate any one of Your Personnel to receive a user ID and a password to manage the schedules
and other users, with special administrative rights. The administrator can also grant permission to Your Personnel to access or use the
information or functionality in the Service made available to Your Personnel.
Any individual who enters correct information required to access Your account (i.e. valid username and password) is thereby agreeing
to be bound by these Terms of Service.
You and Your Personnel are responsible for keeping Your and Your Personnels' access information confidential. We recommend that You
and Your Personnel change Your and Your Personnels' passwords periodically. You agree to notify us immediately of any unauthorized use of
any password or account and to reimburse us for any improper, unauthorized or illegal use of the same by You, Your Personnel or by any person
obtaining access to or using the Service or otherwise, by using Your or Your Personnels' designated access information, whether or not You or
Your Personnel authorized such access.
YOU ARE FULLY RESPONSIBLE FOR ANY AND ALL ACTIONS OF ANY OF YOUR PERSONNEL USING THEIR PASSWORDS AS WELL AS ANY ACTIVITY THAT OCCURS
UNDER YOUR ACCOUNT REGARDLESS OF WHO THE ACTUAL INDIVIDUAL IS WHO IS ACTING UNDER THE ACCOUNT. YOU AND YOUR PERSONNEL ARE RESPONSIBLE FOR
KEEPING YOUR AND YOUR PERSONNEL'S ACCESS INFORMATION ABSOLUTELY CONFIDENTIAL.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM YOUR OR ANY OF YOUR PERSONNEL'S FAILURE TO COMPLY WITH THESE
TERMS OF SERVICE.
Technical Support Via Email and Telephone
EDP Software provides technical support via email and telephone in accordance with the Enterprise Application Maintenance and
Hosting Agreement, as it may be amended and/or restated from time to time (the "Application Maintenance and Hosting Agreement"),
between EDP Software and You. In accordance with the Application Maintenance and Hosting Agreement, only those individuals designated by You as
Customer's Point of Contact may contact EDP Software for technical support and they may only contact us for issues regarding Your use of the
Service other than those we have determined You must resolve.
Cancellation and Termination of the Service
You can cancel Your account in accordance with the customer service agreement, as it may be amended and/or restated from time to time
(the "Customer Service Agreement"), between EDP Software and You relating to Your use of the Service.
In addition to EDP Software's right to terminate Your account in accordance with the provisions hereunder, EDP Software may terminate
Your account in accordance with the Customer Service Agreement.
If Your account is cancelled or terminated before the end of Your current paid-up Subscription Term, You accept that we will close Your
account, therefore blocking all access to it and to Your Data, and we reserve the right to delete any or all of Your Data in the normal course of
operation. Your Data cannot be recovered by You once Your account is cancelled or terminated.
We do not give refunds or credits for any portion of an unused Subscription Term. If You cancel or if we terminate the Service before the
end of Your current paid-up Subscription Term, You accept that You will not receive a refund or credit for the unused time of Your Subscription Term.
The provisions contained Sections 3 (Intellectual Property and Reservation of Rights), 4 (
Changes to the Website, the Service and the
), 6 (No Unlawful or Prohibited Use), 7 (Subscription and Payments), 12 (Cancellation and Termination of the Service),
13 (Limitation of Access), 14 (Limitation on Warranty), 15 (Limitation of Liability), 16 (Indemnity) and 17 (
to these Terms of Service
) will survive the expiry of these Terms of Service.
Limitation of Access
EDP Software reserves the right in our sole discretion to close, restrict or suspend any account at any time or remove any material
or information, without prior notice or compensation if:
any account is not used in accordance with the terms set out herein;
the trial period for a trial subscription has expired; or
the email address as registered for Your account does not exist or does not belong to You.
Limitation on Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE AND THE APPLICATION
MAINTENANCE AND HOSTING AGREEMENT, THE WEBSITE, THE SERVICE AND ALL CONTENT, INCLUDING WITHOUT LIMITATION, ALL THIRD-PARTY OWNED AND
HOSTED CONTENT, ARE PROVIDED "AS IS", "AS AVAILABLE", WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR
CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED
OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY,
MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE
Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, EDP SOFTWARE, ITS AFFILIATES AND SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU
OR ANY OTHER PERSON WITH RESPECT TO ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES RESULTING OR ARISING FROM ACCESS TO, USE OF OR INABILITY TO USE THE SERVICE, EVEN IF EDP SOFTWARE, ITS AFFILIATES
OR SERVICE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE.
You agree at all times to indemnify, defend and hold harmless EDP Software, its employees, officers, directors and its affiliates,
agents, licensors, suppliers, and their respective directors, officers, shareholders and employees against all actions, proceedings, costs,
claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) relating to or resulting
from, directly or indirectly: (a) Your Data; (b) Your or any of Your Personnel's breach of any of Your or Your Personnel's obligations,
representations and/or warranties under these Terms of Service or the Terms of Service relating to Your Personnel's access to or use of
the Website, the Service and any and all Content; or (c) Your or Your Personnel's access to or use of the Website, the Service and any
and all Content, including in combination with any third party software, application or service.
Changes to these Terms of Service
EDP Software reserves the right to update and change these Terms of Service at any time, and in its sole discretion, without
notice and by accessing or using the Website or the Service or any portion of the Service (whether continuous or not) after any
such changes, You expressly consent to such changes to these Terms of Service. A current version of these Terms of Service will
remain at http://www.scheduleProWeb.com. You are responsible for periodically reviewing the Website for any amendments to these
Terms of Service.
Any change to these Terms of Service will not apply retroactively and will become effective immediately upon such change. In
the event of litigation involving these Terms of Service, the version of these Terms of Service in effect at the time the disputed
actions take place shall govern the dispute.
If You do not agree to any changes to these Terms of Service, do not use or access (or continue using or accessing) the Website
and the Service. You may cancel Your account at any time by emailing us at email@example.com , in accordance with Section 12
(Cancellation and Termination of the Service) of these Terms of Service.
Our relationship with You is that of independent contractor, and no agency, partnership, joint venture, employee-employer
or franchisor-franchisee relationship is intended or created by these Terms of Service.
These Terms of Service, as they may be amended from time to time in accordance with Section 17 (Changes to these Terms of Service),
and any and all other legal notices and policies on the Website, the Application Maintenance and Hosting Agreement and the Customer Service
Agreement constitute the entire agreement between You and EDP Software with respect to the use of the Website, the Content and the Service.
Notwithstanding the foregoing, certain Content may be subject to different terms and conditions that will be disclosed to You at
the time of accessing such Content. If terms and conditions different from those contained herein are disclosed to You in relation to
any specific Content, those terms and conditions will apply to such Content and take precedence over these Terms of Service.
Any provision of these Terms of Service that is deemed unlawful, void, or for any reason unenforceable shall be deemed to
be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum
extent permitted by applicable law, all without affecting the remaining provisions of these Terms of Service or affecting the legality,
validity or enforceability of such provision.
Applicable Laws and Jurisdiction
These Terms of Service and Your and/or Your Personnel's access to or use of the Website, the Service and any or all Content
will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and shall be
treated in all respects as a contract entered into and executed in the Province of British Columbia, without reference to conflict
of laws principles.
EDP Software controls and operates the Website and the Service from its headquarters in Canada and makes no warranty, representation,
endorsement, or guarantee that the Website and the Service (or any portion thereof) are appropriate or will be available for use in
locations other than Canada. If you access or use the Website and/or the Service from outside of Canada, You are entirely responsible
for compliance with applicable local laws. You may not access or use the Website and/or the Service if applicable laws prohibit You from
doing so in the country in which you reside.
Any dispute that may arise from these Terms of Service, the Application Maintenance and Hosting Agreement or Your and/or Your
Personnel's access to or use of the Website, the Service and any or all Content is subject to the exclusive jurisdiction of the courts
in the Province of British Columbia and must be resolved in accordance with the Customer Service Agreement. The maximum liability
of EDP Software for any such dispute is limited to the total amount You paid to EDP Software during the twelve (12) month period before
such dispute is resolved in accordance with the terms and conditions of the Customer Service Agreement.
You agree to waive any right You may have to participate in any class action against EDP Software related to the Website, the Service,
the Content or these Terms of Service and, where applicable, You also agree to opt out of any class proceedings against EDP Software.
If you have questions or concerns regarding these Terms of Service, You can email us at firstname.lastname@example.org.