These Terms of Service (the "Terms") are the agreement between [LEGAL ENTITY NAME], a [STATE AND ENTITY TYPE] ("Provider," "we," "us"), and the business named in the Order Form ("Customer," "you") for the Certified Arborist Pro service (the "Service"). If you accept for a company, you confirm you are authorized to bind it.
1. What makes up the agreement
The agreement is these Terms plus: (a) the Order Form you sign (plan, price, term, caps); (b) the Service Level and Support Terms; (c) the Data Processing Addendum (including its subprocessor list); and (d) the Privacy Policy. If they conflict, the order of priority is: the Order Form, the Data Processing Addendum (for personal data), the Service Level and Support Terms, these Terms, the Privacy Policy.
How you accept. You accept these Terms by signing an Order Form or by an authorized person confirming acceptance during setup, and in any case by using the Service. We keep the signed Order Form as the record of acceptance. [OWNER DECISION: whether to also add an in-app acceptance step for the account owner. It is not built today.]
2. The Service
The Service is a managed field-service system for tree-care businesses. Each Customer gets its own dedicated server and database (an "Instance") that we set up, host, update, back up and support. It includes:
- the web application (clients, properties and contacts; jobs and the calendar; route planning; service reports with photos and PDF output; invoicing and payments; the Comms mailbox, groups and mail merge; the Team module; reminders; administration);
- the iOS field app, which connects to your Instance and keeps working without a signal by saving work on the phone and sending it when a connection returns; and
- the Integrations you choose to connect (Section 9).
The plan on your Order Form sets caps that the software applies: active logins, crews per optimized route, connected mailboxes, and whether mail merge/group campaigns and the Team module are included. Moving to a larger plan lifts the caps.
Not part of the Service today. The following are not included unless your Order Form says so in writing: a desktop (Mac or Windows) application — an earlier standalone desktop program exists but is discontinued, unsupported and not connected to your Instance, and you must not use it for business data; an Android app; text-message (SMS) reminders; push notifications on the iOS app; customer signature capture on the iOS app; and direct QuickBooks Online synchronization [OWNER DECISION: confirm status before signing any customer]. We may add, change or remove features; we will tell you in advance where a change materially reduces what you are paying for.
3. Accounts and your staff
Your administrators create logins for your staff and contractors ("Users"). You are responsible for everything done under your Users' logins, for choosing roles and permissions sensibly (for example, who may see pay and Social Security numbers), and for turning off a login when someone leaves. Two-factor sign-in is available and we recommend it for administrators. Tell us promptly at support@certifiedarborist.pro if you suspect unauthorized access. Users must be at least 18.
We do not look at your Customer Data except to provide and secure the Service, to fix a problem you report, when you ask us to (for example, during data migration), or when the law requires. Our staff access is limited to what that work needs.
4. Your license and acceptable use
For the term, we grant you a limited, non-exclusive, non-transferable right to use the Service for your own internal business operations. You may not: resell or sublicense the Service; use it to store or send unlawful, infringing or harassing content; send unsolicited commercial email (mail merge and group campaigns must go only to people you may lawfully contact, with the unsubscribe link and your postal address that the Service adds); probe or attack the Service or bypass its limits or security; reverse engineer it except as the law allows; or introduce malicious code.
Data you must not put in the Service. Do not store protected health information, payment card numbers, or government-classified information. Card payments are made on the payment processor's own pages, not in the Service. Social Security numbers may be stored only in the Team module's SSN field, only for your own employees and contractors, and only for lawful payroll and tax purposes. You are responsible for any notices and consents required for the personal data you enter, including your clients' contact details, your staff's photos and location data, and your own employment records.
5. Your data
Ownership. You own the data you or your Users put into the Service or import from an Integration, including client records, jobs, reports, photographs, notes, invoices, emails and team records ("Customer Data"). You give us a limited license to host, process, back up, transmit and display Customer Data only to provide, secure, support and improve the reliability of the Service for you and to comply with law. We do not sell Customer Data and do not use it for advertising. For personal data in Customer Data, you are the controller (or business) and we act as your processor (or service provider) under the Data Processing Addendum.
Accuracy. You are responsible for the accuracy and lawfulness of Customer Data. Photos and reports you create are your business records.
6. Getting your data back, and deletion
- During the term. Your administrators can run Export Everything (Admin → Data Sync) at any time at no charge. It produces one .zip with CSV files for your clients, contacts, properties, jobs, service reports and their trees or line items, invoices, field notes, reminders, groups, emails (text), team records and users (without password hashes), your photos in folders by client and job with an index file, email attachments, signature images and, if you tick the option, a PDF of each service report. Employee Social Security numbers are included only for your account owner, only if they ask for them, and only after re-entering their password. Passwords, API keys and connection tokens are never exported.
- After the agreement ends. For [30] days after termination (the "return window") your Instance stays available (we may make it read-only) so you can run the export yourself or ask us to run it for you. We deliver it by a secure method, not as an email attachment.
- Deletion. After the return window ends, or sooner once you confirm in writing that you have received your data, we delete your Instance, database, photos and attachments from our production systems. Copies in our backups are removed as the backups rotate out, which today means within about [14] days of the nightly copies being replaced, and any provider snapshots of the server are deleted at the same time. On request we send a short deletion certificate. We may keep billing and tax records about our own relationship with you, and anything the law requires us to keep.
- Archiving. Inside the Service, deleting a client, property, job, team member or email normally archives it so it can be restored. Archived records are still Customer Data and stay until deleted as above.
7. Fees, billing and taxes
You pay the monthly fee and one-time setup fee on your Order Form. Fees are invoiced in advance, are payable in [PAYMENT TERMS] by [PAYMENT METHOD], and exclude taxes, which you are responsible for. Annual prepayment is available at the discount on the Order Form. A founding-customer price, if your Order Form includes one, stays fixed for the period stated there. Otherwise we may change prices on at least 30 days' notice, effective at the start of your next billing period. Fees are non-refundable except as stated here or required by law [REFUND POLICY — OWNER DECISION]. If an invoice is more than [10] days overdue after we remind you, we may suspend the Service until it is paid.
8. Support and service levels
Support and the service targets (availability, backups, response times and security-incident notice) are in the Service Level and Support Terms.
9. Integrations and third-party services
The Service can connect to services that you hold accounts with, such as your Microsoft 365 / Outlook mailbox, Stripe for card payments, and QuickBooks. It also uses third-party services for addresses and maps, listed in the subprocessor list. When you connect an Integration you authorize us to exchange data with that provider on your behalf, within the permissions you grant. Their terms and privacy practices apply to their service, and we do not control them. You can disconnect an Integration at any time in the admin settings, which removes the stored connection. Only the Integrations named on your Order Form are part of the Service; others may be offered as unsupported or in testing, and we do not promise they work for your accounts. A change by a provider (for example, a change to Microsoft or Intuit approval rules) may interrupt an Integration; we will work to restore it but it is outside our control.
10. Professional content is your responsibility
The Service is a business-management and documentation tool. It does not give tree-care, safety, legal or regulatory advice. Report templates, species and pest lists, retention periods, checklists and calculators (including automatic quantities such as treatment doses, totals and taxes) are aids that start from defaults and from rates and rules your administrators configure. Your licensed professionals remain solely responsible for assessments, recommendations, treatment and application decisions, chemical-label and licensing compliance, the content of reports and invoices they issue, and checking calculated figures before they are used or sent. We do not verify that any report meets a particular regulator's or standard's requirements.
11. The iOS app
The iOS app is licensed to you, not sold, for use on Apple devices you own or control, under these Terms. It works only with an Instance and a login your organization has provided. Apple is not a party to these Terms and has no obligation to provide maintenance or support for the app, or to handle any warranty, product or intellectual-property claim about it; those are our responsibility to the extent these Terms provide. Apple and its subsidiaries are third-party beneficiaries of this Section and may enforce it. You confirm you are not on a U.S. government list of prohibited or restricted parties and will follow applicable third-party terms (including your wireless provider's and Apple's Media Services Terms). The app asks for camera, photo library and location access while you use it; you can change these in iOS Settings.
12. Intellectual property and feedback
The Service, including its software, interfaces, documentation and branding, belongs to Provider and its licensors and is protected by law. These Terms transfer no ownership to you; you receive only the license in Section 4. Feedback you give about the Service may be used by us without restriction or payment. Third-party and open-source components are licensed under their own terms.
13. Confidentiality
Each party may receive non-public information from the other that is marked or reasonably understood to be confidential. The receiving party will use it only to perform or exercise rights under the agreement, protect it with at least reasonable care, and disclose it only to people with a need to know who are bound by equivalent duties. This does not cover information that is public through no fault of the receiver, was lawfully obtained from someone else without restriction, or was independently developed. A party may disclose confidential information where the law compels it, after giving notice where permitted. Customer Data is your confidential information.
14. Warranties and disclaimer
We will provide the Service with reasonable skill and care and substantially as described in the documentation and your Order Form. EXCEPT AS STATED IN THE AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND TO THE FULLEST EXTENT THE LAW ALLOWS WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT ANY INTEGRATION OR THIRD-PARTY SERVICE WILL WORK. [COUNSEL: confirm warranty and disclaimer wording for the chosen governing law.]
15. Limitation of liability
TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR BUSINESS OPPORTUNITIES, EVEN IF TOLD THEY MIGHT OCCUR. EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF THE AGREEMENT IS LIMITED TO [LIABILITY CAP — PRIOR DRAFT: THE FEES PAID OR PAYABLE IN THE 12 MONTHS BEFORE THE EVENT]. THE LIMITS DO NOT APPLY TO (a) YOUR OBLIGATION TO PAY FEES, (b) A PARTY'S INDEMNITY OBLIGATIONS UNDER SECTION 16, (c) BREACH OF CONFIDENTIALITY (EXCLUDING LOSS OF CUSTOMER DATA), OR (d) LIABILITY THAT CANNOT BE LIMITED BY LAW. [COUNSEL AND INSURER: decide whether data-breach and loss-of-data claims need their own cap, and confirm the insurance carried.]
16. Indemnification
By you. You will defend and indemnify Provider against third-party claims arising from (a) Customer Data or your use of the Service in breach of the agreement, (b) your breach of law, or (c) the professional work, reports and advice you provide to your own customers. By us. [OWNER DECISION / COUNSEL: we will defend and indemnify you against third-party claims that the Service, as we provide it, infringes a patent, copyright or trademark, with the usual exceptions for your modifications and combinations.] The indemnified party must give prompt notice, allow the indemnifying party to control the defense and settlement (no settlement that admits fault without consent), and cooperate reasonably.
17. Term, renewal and termination
The agreement starts on the start date in your Order Form and runs for the initial term stated there. It then renews for successive [monthly] periods unless either party gives [30] days' written notice before the end of the current period. Either party may terminate for the other's material breach that is not cured within [30] days of written notice (for non-payment, [10] days after notice). Fees already paid for a period are not refunded on termination except as stated in Section 7. On termination your right to use the Service ends, subject to the return window in Section 6. Sections 5, 6, 12–16, 19–21 and anything meant to survive, survive.
18. Suspension and security
We may suspend access to the minimum extent and for the minimum time needed if the Service or other customers are at risk (for example, an active attack or compromised login) or if required by law, and we will tell you as soon as practicable. We will not delete Customer Data because of a suspension.
19. Publicity
We may use your business name and logo to say you are a customer, and, if your Order Form includes founding-customer terms, your testimonial, reference calls and a case study, as that Order Form describes. You may ask us to stop other uses at any time.
20. Governing law and disputes
The agreement is governed by the laws of [GOVERNING LAW — OWNER DECISION: the prior draft named California; the business is Texas-based], without regard to conflict-of-law rules. The exclusive venue is the state and federal courts in [VENUE], and each party consents to their jurisdiction. Either party may seek injunctive relief in any competent court to protect intellectual property or confidential information. [COUNSEL: consider whether to add an informal-resolution step or arbitration.]
21. Changes, notices and general terms
Changes. We may update these Terms. For a material change we will give at least [30] days' notice by email to your account owner or through the Service; if you object, you may end the agreement before the change takes effect under Section 17 without penalty. Notices. Notices to us go to [NOTICE ADDRESS] with a copy to legal@certifiedarborist.pro; notices to you go to the billing and account-owner emails on your Order Form. Everything else. The agreement is the entire agreement about the Service and replaces earlier discussions and sales materials. If a provision is unenforceable the rest stays in force. Not enforcing a provision is not a waiver. Neither party may assign the agreement without the other's consent, except to an affiliate or a successor to substantially all of its business, with notice. Neither party is liable for delay caused by events beyond its reasonable control (including internet, power, hosting-provider and third-party platform outages). There are no third-party beneficiaries except as stated in Section 11. Electronic signatures and records are valid.
22. Contact
[LEGAL ENTITY NAME]
Legal notices: legal@certifiedarborist.pro · [NOTICE ADDRESS]
Support: support@certifiedarborist.pro