Terms of Service

1. Agreement and authority

These Terms govern ERSched services provided by Emergent Health Technologies LLC, an Arizona limited liability company (“Company,” “we,” or “us”), to the organization accepting them (“Customer”). An individual accepting on Customer’s behalf represents that they have authority to bind Customer. Acceptance occurs through an affirmative acceptance step or a signed agreement incorporating these Terms. Merely visiting our website does not create an organizational payment obligation.

Authorized users must follow applicable use obligations but do not personally guarantee Customer’s payments or indemnity merely because they use ERSched. Users must be at least 18. The service is initially offered to U.S. organizations.

A separately signed agreement controls over conflicting provisions here. A signed data-processing agreement controls the processing it covers. Our Privacy Policy explains information handling; acknowledging it is not blanket consent to every use of information.

2. Access and intended purpose

During an applicable trial or subscription, we grant Customer a limited, nonexclusive, nontransferable right to let authorized users access ERSched for Customer’s internal workforce scheduling purposes within its selected plan.

ERSched is not an electronic health record, credential-verification service, or source of medical, legal, or regulatory advice. Customer remains responsible for staffing decisions, personnel qualifications, workplace compliance, and human review of schedules and other results.

ERSched is not an emergency-response system. Customer should maintain contingency arrangements and copies of critical schedules.

3. Accounts and customer responsibilities

Customer must provide accurate account information, designate authorized administrators, manage user access, protect credentials, promptly report suspected unauthorized access, and obtain the rights and permissions needed for information it submits.

Customer must review imported information, settings, generated schedules, and other results before use. These responsibilities do not excuse Company from its own contractual or legal obligations.

4. Prohibited data and uses

Do not submit patient information or protected health information (PHI) through uploads, free text, support, email, or any other channel. Do not submit unnecessary Social Security numbers, financial credentials, or personnel health information. Enter payment-card details only in the designated processor’s payment form.

ERSched is not offered for processing PHI. These Terms are not a business associate agreement (BAA), and Customer may not rely on them as authorization to submit PHI. This provision does not eliminate obligations imposed by law. Report accidental submission promptly to support@ersched.com without repeating the sensitive content.

Do not use the service unlawfully or to violate privacy or intellectual-property rights; access another organization’s information without permission; bypass access or usage restrictions; introduce malware or disrupt the service; conduct unauthorized security testing; resell access; or reverse-engineer the service except where a nonwaivable law permits it. We may reasonably restrict access to or remove prohibited material.

5. Customer Data and ownership

As between the parties, Customer retains ownership of its submitted rosters, records, schedules, reports, and other content (“Customer Data”). Customer permits us to process Customer Data as necessary to provide and support the services, secure them, follow authorized instructions, and meet legal obligations, subject to the applicable retention provisions.

Customer is responsible for appropriate notices and permissions concerning its personnel. Company retains ownership of its software, technology, designs, and underlying service. Customer may use and retain its own exported schedules and reports.

We may use suggestions to improve the service without owing compensation, but this does not authorize disclosure of Customer’s confidential data or use of its name or logo as an endorsement without permission.

6. AI-assisted features and assistance

AI processing is described in the Privacy Policy. Selecting an AI-assisted feature, or requesting onboarding or support that includes disclosed AI assistance, authorizes processing reasonably necessary for that assistance, subject to agreed restrictions.

If Customer restricts external AI processing, it must discuss those restrictions before submitting information. We are not required to provide an alternative workflow unless agreed. AI outputs may be inaccurate or incomplete and require human review.

7. Free trial

Eligible organizations receive a 90-day trial beginning on activation unless otherwise agreed in writing. No payment card is required to begin. Starting a trial alone does not authorize recurring charges.

Customer must select or confirm a paid plan and expressly authorize recurring payments to continue on a paid basis. We preserve any remaining trial unless Customer expressly agrees to an early paid conversion. If the trial expires without payment arrangements, organizational access may be suspended. A suspended trial is not a promise of indefinite data storage.

8. Fees, monthly renewal, and price protection

Once authorized, a paid subscription renews automatically each month until canceled. The applicable plan, price, billing interval, and first-charge timing are presented before payment authorization. Fees are in U.S. dollars unless stated otherwise. Customer is responsible for applicable taxes other than taxes on Company’s income.

An introductory base subscription rate is protected for 24 months from the first paid subscription date; the trial does not consume that period. Protection applies to the subscribed plan and included allowances, not unlimited additional capacity. Voluntary plan or quantity changes and applicable prorations are disclosed before confirmation.

After that protection period, we may change prices with at least 30 days’ advance notice. An increase takes effect on a renewal occurring after both the protected period and notice period have ended. Customer can cancel before the increase takes effect.

Failure to pay may result in suspension after reasonable notice where practicable. Suspension alone does not cancel a subscription or erase amounts properly owed.

9. Cancellation and refunds

An authorized administrator may cancel through the billing portal or, if it is unavailable, by contacting support@ersched.com. Cancellation takes effect at the end of the current paid billing period. A valid cancellation received before renewal stops the next renewal. Cancellation does not cause immediate data deletion.

Except where required by law or expressly provided here, fees are not automatically refundable or prorated. Customer may request a refund at support@ersched.com; we evaluate discretionary requests case by case.

If we discontinue the service or terminate for convenience before a prepaid service period ends, we refund the unused prepaid portion.

10. Support, availability, and changes

We use reasonable efforts to support the service and prioritize blocking problems. Unless a signed agreement provides otherwise, we do not guarantee uptime, response or resolution times, or service credits. Maintenance, technical issues, and provider disruptions can affect availability.

We may update features. We will give reasonable advance notice of material reductions in core functionality where practicable. We provide security-incident notices as required by applicable law and signed agreements.

11. Suspension and termination

We may suspend access for nonpayment, significant security risks, unlawful or prohibited activity, material violations, or legal requirements. Where practicable, we will provide notice, an opportunity to address the issue, and a restriction proportionate to the problem.

Either party may terminate for a material breach not cured within 30 days after written notice. Immediate termination is permitted for an incurable breach, serious security or legal risk, or where law requires it. We may terminate for convenience on 30 days’ notice, subject to the prepaid refund provision.

For expired trials or accounts suspended for nonpayment, we may send notice that the account will close if it is not reactivated within 30 days. Actual closure, not merely a failed payment or suspension, starts the post-closure export and deletion periods.

12. Export and deletion

Customer should use available exports before service ends. An authorized representative may request an export at support@ersched.com within 30 days after account closure or termination. We provide available Customer Data in a reasonably usable format; custom migration, reconstruction, or transformation is not included unless agreed.

Unless otherwise agreed in writing, we delete customer scheduling data from active systems and controlled working files within 60 days after closure or termination. We coordinate delivery of timely requested exports before deletion. This includes personally retained emailed rosters. Earlier verified deletion requests are handled as described in the Privacy Policy and required by law.

Limited legal, accounting, security, dispute, and contractual-evidence records may be retained as necessary. Backups and provider-controlled logs follow their applicable schedules, and we use available deletion processes. Customer controls its own downloaded copies. We do not guarantee restoration after deletion.

13. Confidentiality

Each party will use reasonable care to protect the other’s confidential information and use it only for the agreement’s purposes or as required by law. Customer Data is Customer’s confidential information; Company’s nonpublic technology and business information are Company’s confidential information.

Disclosure is limited to people and providers with a need to know and appropriate confidentiality obligations. Confidential information excludes information lawfully known without restriction, lawfully received from another source, independently developed, or public without a breach. When legally compelled to disclose, the receiving party will give notice if permitted and reasonably practicable.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EACH PARTY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT TO THE EXTENT APPLICABLE TO ITS PERFORMANCE.

We do not promise uninterrupted or error-free operation, correction of every error, or any particular staffing, financial, or regulatory outcome. Nothing excludes a warranty or right that cannot lawfully be excluded.

15. Limits of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR BUSINESS OPPORTUNITIES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF $500 OR THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory, but do not reduce Customer’s obligation to pay fees properly owed and do not apply to fraud, willful misconduct, gross negligence, or liability that cannot lawfully be limited.

16. Customer indemnification

Subject to the liability limits and applicable law, Customer will defend Company against third-party claims that Customer Data infringes intellectual-property or privacy rights, or that arise from Customer’s unlawful use, and pay resulting damages and reasonable defense costs awarded or agreed in settlement.

Company must promptly notify Customer, allow Customer to control the defense with reasonably acceptable counsel, and reasonably cooperate at Customer’s expense. This obligation does not cover claims caused by Company’s unauthorized processing, modifications, breach, or misconduct. A settlement admitting Company’s fault or imposing nonmonetary obligations requires Company’s consent, not to be unreasonably withheld.

17. Governing law and disputes

Arizona law governs, excluding its conflict-of-law rules, except where nonwaivable law requires otherwise. Before filing suit, the parties will attempt in good faith to resolve the dispute through written discussions, except where urgent relief or a legal deadline requires action.

Disputes will be brought in Arizona state courts or, where federal jurisdiction exists, the U.S. District Court for the District of Arizona. The parties consent to those courts’ jurisdiction, subject to nonwaivable law. These Terms do not require arbitration or waive class actions.

18. General terms and contact

We will provide at least 30 days’ notice of material changes to these Terms, unless an urgent security or legal need requires a shorter period. Changes do not retroactively alter accrued claims or override an existing price-protection commitment. We obtain renewed acceptance where required; Customer can cancel before changes take effect.

These Terms and applicable signed agreements or orders constitute the agreement for the services. Invalid provisions are severed to the extent necessary without invalidating the remainder. Failure to enforce a provision is not a waiver.

Neither party may assign the agreement without consent, except to a successor in a merger, reorganization, or sale of substantially all relevant assets that assumes the obligations without reducing the other party’s protections.

Neither party is responsible for delay caused by events reasonably beyond its control, except accrued payment obligations. Provisions intended by their nature to survive termination do so.

Contractual notices may be sent to support@ersched.com or Customer’s administrator email. This does not change legal requirements for service of process. Operator: Emergent Health Technologies LLC, Arizona, United States.