BScheduler Terms and Conditions
These Terms and Conditions (the "Terms") govern the use of BScheduler, a software-as-a-service scheduling solution provided by BlueTread, LLC ("Provider" or "BlueTread") to the customer identified in the applicable Subscription Agreement ("Customer").This Application development Agreement (this “Agreement”) is made between BlueTread, LLC ( “Developer”, “Provider”, or “Blue Tread”) and the single business entity or organization identified as “Customer” or “Client” in Customer Order (the “Customer Order”). WHEREAS, Developer is engaged in the business of application development, including technical consulting services, software development and maintenance. WHEREAS, Client wishes to utilize the services of Developer in connection with the development and implementation of certain software identified as Mobile Application, the ("Software"). NOW, THEREFORE, Developer and Client agree as follows:
1. SERVICES
1.1 Access to BScheduler
Provider grants Customer access to use the BScheduler software ("Software") via Internet facilities or private connection for Customer's internal business purposes only.
1.2 Service Limitations
If the Subscription Agreement limits use of the Services (e.g., by number of authorized users or locations), Customer's use is limited accordingly. Exceeding limits will result in additional charges at Provider's standard rates.
1.3 Permitted Use
Customer may:
- Print and distribute output and reports produced using the Services that include Provider's proprietary notices
- Allow majority-owned subsidiaries engaged in the same business enterprise to use the Software, provided all terms are met
1.4 Third-Party Content
Provider assumes no responsibility for external websites linked from the Services or third-party software included in the Service.
2. SMS Communication Services
2.1 SMS Functionality
BScheduler includes SMS messaging capabilities to send appointment reminders, notifications, and other communications to customers and staff.
2.2 Customer Responsibilities for SMS
Customer agrees to:
- Obtain proper consent from recipients before sending SMS messages
- Comply with all applicable SMS regulations including the Telephone Consumer Protection Act (TCPA), CTIA guidelines, and carrier requirements
- Include opt-out mechanisms in all SMS communications as required by law
- Maintain records of customer consent
- Only send messages during reasonable hours (typically 8am-9pm recipient's local time)
- Not send unsolicited marketing messages without proper opt-in consent
2.3 SMS Messaging Compliance
Customer acknowledges that:
- SMS messaging is subject to carrier and regulatory requirements
- Message delivery is not guaranteed
- Carrier message and data rates may apply to recipients
- Provider is not responsible for Customer's compliance with SMS regulations
- Customer is solely responsible for content of SMS messages sent through BScheduler
2.4 A2P (Application-to-Person) Messaging
For A2P messaging campaigns:
- Customer must register campaigns as required by carriers
- Customer must maintain compliant Terms of Service and Privacy Policy
- Provider will assist with technical requirements but Customer is responsible for compliance
- Violations may result in service suspension by carriers
2.5 SMS Service Limitations
Provider does not guarantee:
- Message delivery rates or timing
- Availability across all carriers or countries
- Uninterrupted SMS service due to carrier or network issues
2.6 Indemnification for SMS Use
Customer agrees to indemnify and hold Provider harmless from any claims, damages, or penalties arising from Customer's use of SMS features, including violations of TCPA, state regulations, or carrier policies.
3. Customer Responsibilities
Customer has sole responsibility for:
- Supervising use of the Services within their organization
- Determining whether the Services meet Customer's requirements
- Ensuring proper equipment configuration, including uninterrupted power supply
- Training personnel on operation of systems
- Implementing sufficient procedures for security, accuracy, and data recovery
- Configuring the Services to comply with applicable legislation
- Monitoring legislation applicable to Customer's business
- Ensuring Authorized Personnel comply with applicable laws and regulations
- Obtaining and maintaining proper consents for SMS communications
- Provider may charge additional fees for assistance with the above responsibilities.
4. Authorized Personnel
- Customer must maintain a list of personnel authorized to access the Services and provide this list to Provider upon request.
- Customer must ensure Authorized Personnel comply with this Agreement.
- Provider may request removal of individuals from the Authorized Personnel list for good cause.
- Customer must keep identification codes and passwords confidential.
- Customer bears full financial responsibility for all transactions processed through their access.
5. Term and Termination
5.1 Term
Unless otherwise stated in the Subscription Agreement, the term is as specified in that agreement (typically month-to-month or annual).
5.2 Termination Rights
Either party may terminate with thirty (30) days' written notice without any termination fee.
Either party may terminate for material breach if not cured within thirty (30) days of notice.
5.3 Effect of Termination
Upon termination, Customer must:
- Cease use of the Software immediately
- Follow Provider's instructions for return or destruction of materials
- Pay all outstanding fees for services rendered through the termination date
6. Fees and Payment
- Customer shall pay the fees indicated in the Subscription Agreement.
- Late payments incur 1% monthly interest or the maximum rate permitted by law, whichever is less.
- Customer is responsible for all costs of collection, including attorney's fees.
- Customer is responsible for applicable taxes, charges, or assessments (excluding taxes on Provider's income).
7. Intellectual Property
7.1 Provider Ownership
Provider retains all right, title, and interest in the Software, including all intellectual property rights.
7.2 Limited License
Customer receives a non-exclusive, non-transferable license to use the Software for internal business purposes during the term of the Agreement.
7.3 Restrictions
Customer agrees not to:
- Reverse engineer, decompile, or modify the Software
- Sublicense, rent, sell, or distribute the Software to third parties
- Remove or alter proprietary notices
7.4 Provider Branding
Customer may not use BlueTread's marks or logos without prior written consent.8. Confidentiality and Data Protection
8.1 Customer Data
All Customer data processed or stored by Provider shall be:Kept confidential
Used only to carry out this Agreement
Protected with reasonable security measures
8.2 Data Ownership
Customer retains ownership of all Customer data. Provider may use such data in anonymous or aggregated format for service improvement and analytics.
8.3 Data Return
Upon request and termination, Provider will return Customer data in a reasonably requested format (standard rates may apply).
8.4 Data Retention
Provider will retain Customer data for the period specified in the Service Level Agreement, unless Customer requests earlier deletion or extended retention.
9. Security
9.1 Security Measures
Provider will:
- Implement industry-standard security measures
- Maintain a Security Response Plan
- Respond promptly to known security breaches
9.2 Internet Security
Provider does not guarantee security of information transmitted over the Internet. Customer should employ appropriate encryption and security measures.
9.3 HIPAA Compliance
For customers handling protected health information (PHI), Provider will enter into a Business Associate Agreement as required by HIPAA.
10. Warranties and Disclaimers
10.1 Service Warranty
Provider warrants that Services will be performed in a workmanlike manner according to industry standards.
10.2 Reporting Deficiencies
Customer must report material deficiencies in writing within ninety (90) days.
10.3 Exclusive Remedy
Customer's exclusive remedy is re-performance of Services within a commercially reasonable time.
10.4 DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Provider does not warrant uninterrupted or error-free operation.
11. Limitation of Liability
11.1 Exclusion of Damages
PROVIDER SHALL NOT BE LIABLE FOR LOST PROFITS, REVENUES, DATA, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
11.2 Liability Cap
PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11.3 Time Limit for Claims
NO ACTION MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.
11.4 Exceptions
These limitations do not apply to Provider's indemnification obligations or breach of confidentiality.
12. Customer Indemnification
Customer agrees to indemnify, defend, and hold harmless Provider from claims, damages, and expenses (including attorney's fees) arising from:
- Customer's use of the Services
- Customer's breach of this Agreement
- Customer's violation of applicable laws or regulations
- Customer's SMS communications or violations of TCPA or related regulations
- Claims by Customer's clients or end users
13. Modifications to Services
Provider may modify the Services with thirty (30) days' advance notice for significant changes. If Customer declines changes, Customer may terminate without fees.
14. General Provisions
14.1 Independent Contractors
The parties are independent contractors. This Agreement does not create a partnership, agency, or joint venture.
14.2 Assignment
Neither party may assign this Agreement without written consent, except Provider may assign to an affiliate or in connection with a merger or sale.
14.3 Governing Law
This Agreement is governed by Florida law, excluding conflict of law principles.
14.4 Dispute Resolution
Any dispute will be subject to binding arbitration with the American Arbitration Association (AAA) in Lee County, Florida.
14.5 Force Majeure
Neither party is liable for delays beyond their reasonable control.
14.6 Severability
If any provision is unenforceable, it will be modified to the minimum extent necessary, and remaining provisions remain in effect.
14.7 Entire Agreement
This Agreement and the Subscription Agreement constitute the entire understanding between the parties.
14.8 Waiver
No waiver of any provision is effective unless in writing. Waiver of one breach does not waive other breaches.
14.9 Notices
Notices must be in writing and sent to the addresses in the Subscription Agreement.These Terms may be updated by Provider from time to time. Material changes will be communicated with at least thirty (30) days' notice.
For questions regarding these Terms, please contact:
Email: info@bluetread.com
