Terms of service

These terms are the agreement between CRBN MOTORSPORTS LLC, trading as SproulTech, of 10845 Derringer Drive, Orlando, Florida 32829 ("we", "us"), and the organisation that subscribes to Rota ("you", "the customer"). They apply when you sign up, sign an order or quote that refers to them, or use the software at callrota.com.

1. What you get

A hosted account on Rota for your organisation, for the term stated on your quote or order, for the number of providers stated there. It includes the scheduling engine, the schedule and calendar views, the wall-board, the self-service request handling, the exports, and email support from us during US Eastern business hours. Setup and configuration of your rules are included in the first year at no additional charge unless your quote says otherwise.

Rota is software as a service. You are not buying a copy of it, you are not licensed to host it yourself, and nothing here transfers ownership of the software to you.

2. Accounts and access

• You name an account owner. They add and remove everybody else, and they are who we act on instructions from.
• Accounts belong to people, not to shifts. Do not share one login between staff — the audit trail is only worth having if a name in it means a person.
• You are responsible for what is done under your accounts, including by anyone you gave access to. Tell us promptly if you think an account has been compromised.
• Your quote states a provider count. If your department outgrows it, tell us and we will re-quote; we do not meter you or cut you off mid-term for going over.

3. Acceptable use

Do not:

• put protected health information or any patient-identifying data into Rota (see section 6);
• use it to break the law, a contract, a collective agreement or a duty-hour rule;
• attempt to reach another customer's data, or probe, scan or load-test the service without written permission from us — ask, and we will usually say yes and give you a window;
• resell it, or run it as a service for organisations that are not yours;
• copy the software, decompile it, or use it to build a competing product.

4. Your data is yours

Everything you put into Rota, and everything it produces for you, belongs to you. We claim no ownership of it and we do not use it to train models or to build anything else. We hold it only to run the service for you, as described in the privacy policy, which forms part of these terms.

You can export your schedule at any time from inside the app as CSV or as a calendar file. If you want a full copy of your organisation's data, ask and we will produce one.

5. The schedule is yours to approve

This section is the important one, and it is written plainly rather than in capitals, because we would rather you read it than skim past it.

• Rota proposes; you decide. It builds a schedule from the rules, availability and preferences you enter. A qualified person in your department must review that schedule and approve it before it is published or relied upon.
• Output follows input. If a rule is entered wrongly, or somebody's leave was never recorded, the schedule will be confidently wrong. Rota cannot know what it was not told.
• We do not guarantee coverage. We do not warrant that any schedule satisfies duty-hour limits, ACGME or similar requirements, employment law, immigration conditions, credentialing, union or collective agreements, or your own bylaws. Those remain your responsibility.
• Rota is not a medical device and gives no clinical advice. It schedules staff. It has no view on patient care.
• Keep a fallback. Software goes down. Departments should be able to work from a published schedule, an export or a printout without reaching this site.

6. No protected health information

Rota is not designed or offered as a HIPAA-compliant system for protected health information, and we do not currently offer a business associate agreement. Do not enter patient names, medical record numbers, diagnoses, or any other patient-identifying information into any field. If you do, you do so on your own responsibility, and you agree we are not a business associate by virtue of receiving it.

7. Fees, term and renewal

• Price. As stated on your quote or order. Quotes are valid for the period printed on them.
• Payment. Annually in advance, by invoice or by card. Card payments are handled by Stripe on their own pages; we never see or store your card details. Invoices are due net 30 from the invoice date unless your quote says otherwise.
• Term. Twelve months from activation, unless the quote states a different term.
• No automatic renewal. Your subscription does not roll over on its own and your card is not charged again without you saying so. We will contact you before the term ends and you renew if you want to.
• Price changes. The price is fixed for the term. Any change applies to a renewal, and we will tell you before you agree to one.
• Late payment. If an invoice is more than 30 days overdue we may suspend the account after giving you written notice and a fair chance to fix it. We will not delete your data for non-payment without telling you first and giving you a chance to export it.
• Taxes. Fees exclude sales and other applicable taxes.

8. Availability and support

We aim to keep Rota up, we monitor it, and we fix things quickly. But we do not offer a service level agreement, uptime commitment or service credit today, and we would rather say so than publish a number we have not earned. Rota runs on a single server, so maintenance and failures mean downtime. If that is not acceptable for your department, tell us before you sign.

Support is by email to nate@sproultech.com. We aim to respond to anything that stops you scheduling on the same business day.

9. Ending it

• You can stop at the end of your term by not renewing. Because there is no auto-renewal, doing nothing ends it.
• Cancelling mid-term. You can stop using Rota whenever you like. Fees already paid for the current term are not refunded, except where we are the ones who ended it under the next bullet.
• We can end it if you breach these terms and do not put it right within 30 days of us telling you, or immediately if your use is unlawful or is damaging the service for others. If we end it for our own convenience, we refund the unused part of what you paid, pro rata.
• Afterwards. Export your data — it stays available to you for 30 days after the account ends. After that, or sooner if you ask, we delete it. Copies in backups age out within a further 30 days.

10. Warranties

We warrant that we will provide the service with reasonable skill and care. Beyond that, Rota is provided as is. To the maximum extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and we do not warrant that the service will be uninterrupted or error free, or that any schedule it produces is correct, lawful or adequate for your department.

11. Limits on liability

Neither party is liable to the other for indirect, incidental, special or consequential loss, or for lost profits, lost revenue, or the cost of substitute services, even if told such loss was possible.

Our total liability arising out of or relating to Rota, on any theory of liability, is limited to the fees you paid us in the twelve months before the event giving rise to the claim.

Nothing here limits liability that cannot lawfully be limited, including for death or personal injury caused by negligence, or for fraud.

12. Indemnity

You will defend and indemnify us against third-party claims arising from your use of Rota in breach of these terms, from data you entered that you were not entitled to enter, or from a schedule your department published. We will defend and indemnify you against a third-party claim that Rota itself infringes their intellectual property rights.

13. Confidentiality

Each of us will keep the other's non-public information confidential and use it only for the purpose of this agreement. This does not cover information that is already public, that the receiving party already had, or that the law requires be disclosed — and if the law requires it, we will tell you unless we are forbidden to.

14. Using your name

We will not name you as a customer, use your logo, or describe your department in any public material without asking you first and getting a yes in writing.

15. Changes to these terms

We may update these terms. For a change that materially affects you, we will email the account owner at least 30 days before it takes effect, and it will not apply to your current term without your agreement. Continuing to use Rota after that notice period means you accept the change from your next renewal.

16. General

• Governing law. The laws of the State of Florida, without regard to its conflict-of-laws rules.
• Venue. The state and federal courts located in Orange County, Florida, and both of us consent to their jurisdiction.
• Talk first. Before either of us files anything, we will each raise the problem in writing and give the other 30 days to fix it. Most things end there.
• Assignment. Neither of us assigns this agreement without the other's written consent, except to a successor of substantially the whole business, on notice.
• Force majeure. Neither of us is liable for a failure caused by something genuinely outside our control.
• Whole agreement. These terms, the privacy policy, and your quote or order are the whole agreement. If a quote conflicts with these terms, the quote wins for that customer.
• Severability. If a clause is unenforceable, the rest still stands.
• No waiver. Not enforcing something once does not give it up.

17. Contact

CRBN MOTORSPORTS LLC, trading as SproulTech
10845 Derringer Drive, Orlando, Florida 32829, United States
nate@sproultech.com