Terms of Service

1. These terms

These Terms of Service (the Terms) are a binding agreement between Nagoh Creative, LLC, a Georgia limited liability company (RunSheets, we, us), and the business that opens a RunSheets account (Customer, you). They govern your access to and use of the RunSheets website, applications, chat widget, and related services (together, the Service).

You accept these Terms by opening an account, signing an order or agreement that references them, or using the Service. If you are accepting on behalf of a company, you represent that you have authority to bind it, and you means that company.

You must be at least 18 and able to form a binding contract. The Service is offered for business use only, not for personal, household, or consumer purposes.

2. What RunSheets is

RunSheets is hosted software for field service businesses: dispatch, ticketing, scheduling, customer records, job photos, invoicing, reporting, a team map, an embeddable chat widget, and text and email notifications. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription, for your own internal business purposes.

Each account is provisioned with its own storage backend and its own configuration. The Privacy Policy explains where your data lives and who can reach it; please read that section before you sign up, because it describes an arrangement you should understand and accept knowingly.

We may add, change, or remove features. If we remove or materially degrade a feature you depend on, we will give reasonable notice, and section 20 says what you can do about it.

3. Accounts and users

• You are responsible for everything that happens under your account, including the acts and omissions of your users.
• Login credentials are personal to each user. Do not share them, and do not let people share a single login where the audit trail matters to you.
• You assign roles (Admin, Staff, Technician) and are responsible for assigning them correctly. Roles determine what each user can see and do.
• Tell us promptly at support@nagoh.us if you believe an account has been compromised.
• You must give us accurate account and billing information and keep it current.

4. Your data

Customer Data means everything you and your users put into the Service or that the Service generates for you: your customer records, tickets, job photos, invoices, technician details, chat conversations, location records, and exports.

You own your Customer Data. Nothing in these Terms transfers ownership of it to us. You grant us a limited, non-exclusive licence to host, copy, transmit, display, and process Customer Data solely to provide, secure, support, and maintain the Service for you, and as otherwise permitted in the Privacy Policy or required by law. That licence ends when the data is deleted, except for copies in routine backups until they age out.

We do not sell Customer Data, do not use it for advertising, and do not use it to train our own AI models. We may generate aggregated, de-identified statistics about how the Service is used, and may use those to operate and improve the Service, provided they do not identify you, your users, or your customers.

5. Your responsibilities

This section carries most of the risk in this agreement, so read it carefully. Much of the personal information in your account is about people who never dealt with us — your customers and your employees. You decide what to collect about them and why, so those obligations are yours.

You represent, warrant, and agree that:

• You have all rights, consents, and permissions needed to put Customer Data into the Service and to have us process it as described here and in the Privacy Policy.
• Your collection and use of personal information complies with applicable privacy, employment, and consumer protection law.
• You maintain your own privacy notice to your customers and employees, accurately describing what you collect, including photographs and location, and that you will honour the rights they exercise.
• You will respond to requests from your own customers to access, correct, or delete their information. We hold that data on your behalf and will not alter or delete it unilaterally.
• You will not put into the Service any information you are not entitled to hold, or any category of highly regulated data the Service is not built for — in particular payment card numbers, Social Security numbers, protected health information subject to HIPAA, financial account credentials, or government identification numbers. The Service is not designed for that data and we do not accept it.

6. Texts, calls and email

If you enable text or email notifications, you agree that:

• You have obtained and recorded the consent each recipient's applicable law requires before any message is sent to them, and you can produce evidence of that consent.
• You will honour opt-out requests promptly and will not message a number after it opts out.
• You will comply with the TCPA, CAN-SPAM, state telemarketing and calling-time rules, carrier requirements, and the messaging policies of our SMS provider, including campaign registration requirements such as A2P 10DLC.
• You will not use the Service for marketing broadcasts, political messaging, or any content prohibited by carrier rules. RunSheets is for operational service messages.
• Message content and recipient numbers are Customer Data, and you are responsible for both.

Message delivery depends on carriers and our SMS provider. We do not guarantee that any message will be delivered, delivered on time, or delivered in a particular format. Carriers filter and block traffic at their own discretion.

Your indemnity in section 18 covers claims arising from messages sent through your account.

7. Location tracking

The Service can record where your technicians are. Section 3 of the Privacy Policy describes exactly how, including that job photos are tagged with the location of the device that took them, separately from the live location sharing setting. Make sure you understand that before you enable photo uploads.

Tracking employees is regulated, and the rules differ by state. Several states require written notice, consent, or both before an employer may track an employee's location, and some restrict tracking outside working hours. You agree that:

• You will give your employees whatever notice their state requires, and obtain whatever consent it requires, before enabling location features for them.
• You will use location data only for legitimate business purposes connected to work.
• You are the employer and the decision-maker here. We provide a tool; we do not advise on whether your use of it is lawful in your state.

8. Acceptable use

You will not, and will not permit anyone to:

• use the Service unlawfully, or to store or transmit unlawful, infringing, defamatory, or harassing content;
• attempt to access another customer's account or data, or probe, scan, or test the security of the Service except as invited under our vulnerability reporting practice;
• interfere with or disrupt the Service, or circumvent rate limits, access controls, or usage restrictions;
• reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent that restriction is unenforceable by law;
• resell, sublicense, or provide the Service to third parties as a service bureau, or use it to build a competing product;
• use automated means to scrape or extract data other than through features we provide; or
• upload malicious code, or use the Service to send unsolicited bulk messages.

We may suspend access without prior notice if we reasonably believe your use threatens the security, integrity, or availability of the Service or another customer's data, or exposes us to legal liability. We will tell you promptly and restore access once the issue is resolved.

9. AI features

The Service includes an assistant that answers questions about your account in plain language. To do that, your question and the account records needed to answer it are processed by a third-party AI provider identified in the Privacy Policy.

AI output can be wrong, incomplete, or misleading, and it is generated automatically without human review. It is provided for convenience only. Do not rely on it for billing decisions, legal or tax positions, safety judgments, compliance determinations, or anything else with consequences without checking the underlying records yourself. You are responsible for verifying any output before acting on it. We make no warranty about the accuracy of AI output, and section 17 applies to it fully.

If you would rather no account data go to an AI provider, tell us and we will disable the feature for your account.

10. Third-party services

The Service depends on third parties, including those listed in the Privacy Policy: Google for storage, mapping, and the per-account backend; Cloudflare for the API layer; Twilio for messaging; GitHub for website hosting. Their availability, performance, terms, and pricing are outside our control.

If one of them fails, the Service may fail with it. We are not liable for a third-party provider's outage, data loss, price change, policy change, or discontinuation, though we will make commercially reasonable efforts to restore service or migrate to an alternative. If a provider's terms apply directly to you, you are responsible for complying with them.

11. Fees and payment

• Fees are those stated in your order form, plan page, or signed Customer Agreement.
• Billing period: monthly, in advance.
• Payment due: on receipt of the invoice.
• Late payment: we may charge interest at 1.5% per month or the maximum the law allows and, after written notice and a reasonable cure period, suspend the account until the balance is paid.
• Taxes: fees are exclusive of sales, use, and similar taxes, which you are responsible for, other than taxes on our income.
• Price changes: we may change fees on at least 30 days written notice, effective at your next renewal. If you do not accept a change, you may cancel before it takes effect.
• Refunds: fees are non-refundable except where these Terms expressly say otherwise or the law requires it. Cancelling part-way through a paid period does not entitle you to a partial refund.

12. Term and termination

These Terms run for as long as you have an account. Subscriptions renew automatically for successive periods unless either of us gives notice of non-renewal at least 30 days before the end of the current period.

You may terminate at any time, effective at the end of the current paid period, by giving notice through the Service or to support@nagoh.us.

We may terminate:

• for your material breach, if you have not cured it within 30 days of written notice;
• immediately, for non-payment more than 30 days overdue, for use that violates section 8, or if required by law; or
• for convenience, on at least 60 days written notice, in which case we will refund any prepaid fees for the unused remainder of your period.

Sections 4, 13, 14, 15, 16, 17, 18, 19, and 21 survive termination, along with any payment obligations already accrued.

13. Getting your data out

You can export tickets, customers, invoices, and reports as CSV, Excel, or PDF from within the Service at any time, including during a notice period. We recommend exporting regularly rather than relying on us at the end.

After termination we will keep your Customer Data available for export for 30 days, then delete it in accordance with the Privacy Policy. If you ask in writing during that window, we will provide a copy of your data in a machine-readable format. We may charge a reasonable fee for an extraordinary export request that requires significant work.

If we ever cease operating the Service, we will give you at least 60 days notice so you can export everything.

14. Intellectual property

We own the Service, including its software, design, documentation, and trademarks, and all intellectual property in them. These Terms grant you a right to use the Service, not any ownership of it. All rights not expressly granted are reserved.

You own your Customer Data and your own trademarks and branding, including anything you configure into the Service.

If you send us feedback, ideas, or suggestions, we may use them without restriction or obligation to you. Feedback is given voluntarily and is not confidential.

15. Confidentiality

Each of us may learn confidential information about the other. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to people who need it and are bound by similar obligations. Customer Data is your confidential information.

This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party. If disclosure is legally compelled, the receiving party will give notice where lawful so the other can seek protection.

16. Disclaimers

We will provide the Service with reasonable skill and care, and we take the security measures described in the Privacy Policy. Beyond that, and to the fullest extent the law allows:

In plain terms: RunSheets is run by a small business and depends on third-party platforms. There is no uptime guarantee, no promise of a support response time unless your signed agreement gives you one, and no guarantee against data loss. Keep your own exports. Some states do not allow the exclusion of certain implied warranties, so parts of this section may not apply to you.

17. Limitation of liability

These limits do not apply to:

• your obligation to pay fees you owe;
• either party's indemnification obligations under section 18;
• your breach of section 8, or either party's breach of confidentiality under section 15; or
• liability that cannot be limited by law, including fraud, wilful misconduct, gross negligence, and personal injury or death caused by negligence.

These limits apply even if a remedy fails of its essential purpose, and they reflect an agreed allocation of risk between us: the fees for the Service are set on the assumption that our exposure is limited in this way. Some states do not allow certain limitations, so parts of this section may not apply to you.

18. Indemnification

You indemnify us

You will defend, indemnify, and hold harmless RunSheets and its members, officers, and personnel from and against any third-party claim, and any resulting losses, damages, liabilities, penalties, and reasonable legal fees, arising out of or relating to:

• Customer Data, including any claim that it infringes a third party's rights or was collected, stored, or used unlawfully;
• text messages, calls, or emails sent through your account, including any claim under the Telephone Consumer Protection Act or similar law;
• your collection or use of location data about employees or anyone else;
• photographs taken or stored through your account;
• your breach of section 5, section 6, section 7, or section 8; and
• a dispute between you and one of your own customers or employees.

We indemnify you

We will defend, indemnify, and hold you harmless from a third-party claim alleging that the Service, used as permitted by these Terms, infringes that third party's United States patent, copyright, or trademark, and will pay resulting damages finally awarded or amounts we agree in settlement. This does not apply to a claim arising from Customer Data, from your use of the Service in breach of these Terms, from combination with anything we did not supply, or from a modification we did not make. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right for you to continue using it, modify it so it is non-infringing, or terminate your subscription and refund prepaid fees for the unused remainder. That is our entire obligation for infringement claims.

In each case the party seeking indemnity must give prompt written notice, give the indemnifying party sole control of the defence and settlement (except that no settlement admitting fault or imposing a non-monetary obligation may be made without consent, not to be unreasonably withheld), and provide reasonable cooperation.

19. Disputes and governing law

These Terms are governed by the laws of the State of Georgia, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Talk to us first. Before filing anything, send a written description of the dispute to support@nagoh.us. We will try in good faith to resolve it within 30 days. Most problems are cheaper to fix by email than in a courtroom.

If that does not resolve it, the state and federal courts located in Houston County, Georgia have exclusive jurisdiction, and both parties consent to venue there and waive any objection to it.

Any claim must be brought within one year after it arises, or it is permanently barred, except where a longer period is required by law.

20. Changes

We may update these Terms. If a change materially reduces your rights or increases your obligations, we will give at least 30 days notice by email to account administrators or a notice in the Service before it takes effect. Other changes take effect when posted, with the effective date updated at the top.

If you do not accept a material change, your remedy is to stop using the Service and terminate before the change takes effect; we will refund prepaid fees for the unused remainder of your period. Continuing to use the Service after the effective date means you accept the updated Terms.

21. General

• Entire agreement. These Terms, the Privacy Policy, and any signed Customer Agreement or order form are the entire agreement between us on this subject and supersede prior discussions. Neither party relies on any statement not set out in them.
• Order of precedence. A signed Customer Agreement, then an order form, then these Terms, then the Privacy Policy.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary, or severed, and the rest remains in force.
• Assignment. You may not assign these Terms without our written consent, except to a successor to all of your business or assets on written notice. We may assign to a successor in a merger, acquisition, or sale of assets. Any other assignment is void.
• Independent contractors. We are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
• No third-party beneficiaries. These Terms benefit only you and us.
• Force majeure. Neither party is liable for a delay or failure caused by something beyond its reasonable control, including a third-party platform outage, network failure, natural disaster, or government action. This does not excuse payment obligations.
• Notices. To us: support@nagoh.us. To you: the email address on your account. Notice is effective on delivery, or the next business day if sent by email outside business hours.
• Publicity. We will not use your name or logo as a reference without your prior written consent.
• Export and sanctions. You represent that you are not located in, or acting on behalf of anyone in, a country or on a list subject to United States sanctions.

22. Contact

• Email: support@nagoh.us
• Entity: Nagoh Creative, LLC

See also our Privacy Policy. Customers who need a signed contract or a data processing addendum should ask, and we will provide the Customer Agreement.