Effective Date: June 3, 2024
These terms of service (“Agreement”) govern your access to and use of the ServeCommand platform (“Platform” or “Service”) provided by ServeCommand, Incorporated (“ServeCommand”), a Delaware C-Corporation. By (a) purchasing or subscribing to the Platform through an online enrollment process referencing this Agreement, (b) signing up for a trial or free access plan referencing this Agreement, or (c) clicking a button or box indicating acceptance, the entity or individual (“Customer”) agrees to be bound by these terms.
The individual accepting this Agreement represents that they have the authority to bind the company or other legal entity (“Customer”) to these terms. If no such authority exists or if the entity does not agree to these terms, the individual must not accept this Agreement and may not use or access the Platform. Any capitalized terms used here are defined within the Agreement. The parties hereby agree as follows:
ServeCommand owns and operates a cloud-based platform that helps businesses manage and schedule services, perform work via web or mobile, organize owner and property information, generate invoices, collect payments (including ACH, checks, and soon via a third-party payment processor), and coordinate various workflows to run a service business (the “Platform” or “Service”). All content or data that Customer or its authorized users (“Users”) post, upload, share, or store through the Service is considered a “User Submission.” Customer is solely responsible for any User Submissions that appear in the Service. Section 9.4 (User Submissions) discusses ownership. The Platform may also include templates or reference documents to assist Customer (“ServeCommand Content”). The underlying code, including all related software components (“Software”), is owned by ServeCommand and is not provided to Customer as a separate copy.
Under this Agreement, Customer may purchase a subscription granting the right to use the Service for internal business purposes according to one or more ServeCommand enrollment screens referencing this Agreement (“Enrollment(s)”). Each Enrollment specifies applicable fees, features, and the subscription term (“Subscription Period”). The Service may only be accessed by individuals whom Customer lawfully authorizes, and Customer may not resell or provide the Service to third parties without ServeCommand’s prior written consent.
ServeCommand retains all rights, title, and interest (including intellectual property rights) in the Service, the Software, ServeCommand Content, documentation, and related updates or enhancements (together, “ServeCommand Materials”). Any rights not expressly granted to Customer are reserved by ServeCommand, and there are no implied licenses under this Agreement.
The Service offers configurable permission settings so that Users can grant privileges or roles to other Users. Customer is solely responsible for establishing and managing these permissions. ServeCommand will not oversee or review Customer’s permission settings; therefore, it is not liable for Customer’s decisions regarding them. Customer’s affiliates (“Affiliates”) may access the Service under this Agreement, with Customer fully responsible for Affiliate compliance. For clarity, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” refers to owning more than 50% of voting interests or shares.
Unless an external malicious actor exploits Service vulnerabilities, Customer is responsible for all activities that occur under its or its Users’ accounts. Customer must ensure all Users are aware of, and agree to, the obligations and restrictions stated in this Agreement. Any breach by a User is considered a breach by the Customer.
SMS Communications Consent
If you elect to use our Auto Communications feature to send SMS or email messages to your end‑clients, you represent and warrant that you have obtained, and will maintain, explicit and documented consent from each recipient to receive such messages. This consent must be obtained in compliance with all applicable laws and carrier guidelines, including but not limited to the TCPA and CTIA requirements. You agree that ServeCommand is not responsible for securing such consent, and you shall indemnify and hold ServeCommand harmless from any claims or penalties arising from a failure to obtain valid consent.
Customer and its Users will not, directly or indirectly:
If ServeCommand reasonably determines that Customer or its Users are using the Service in a manner that threatens the security, performance, or availability of the Service, ServeCommand may suspend Customer’s access. ServeCommand will make commercially reasonable efforts to provide notice and an opportunity to cure before doing so, and will aim to limit such suspension to the offending account(s). Suspension will end when the underlying issue is resolved.
ServeCommand may provide application programming interfaces (“APIs”) to Customer. ServeCommand has sole discretion to set or enforce usage limits on APIs and may suspend or discontinue API access at any time.
The Service may integrate with or allow use of third-party products, services, or applications (“Third-Party Applications”) not owned or controlled by ServeCommand. Customer may choose, at its own risk, to employ these Third-Party Applications. If required for integration, Customer represents that it has the right to provide the necessary login information to ServeCommand solely for facilitating the Service. ServeCommand makes no endorsements or warranties regarding Third-Party Applications and disclaims any liability relating to them. Any separate agreements or terms between Customer and the Third-Party Application provider will govern its use. ServeCommand is not responsible for damages resulting from the use or inability to use Third-Party Applications.
Customer agrees to pay all fees stated in any relevant Enrollment(s) (“Fees”). Unless specified otherwise, all Fees are in U.S. dollars, non-refundable, and due as described in the Enrollment(s). ServeCommand may modify its Fees at its discretion, but Customer may opt not to renew if it disagrees with such changes.
ServeCommand (directly or via a third-party payment processor) will charge Customer for Fees using credit cards, ACH, or other methods indicated in the Enrollment(s). Customer is responsible for ensuring accurate and current billing information. If a recurring payment is authorized, ServeCommand or its processor may periodically charge the designated payment instrument until Customer changes or cancels the subscription in writing or via its account settings.
If Customer fails to pay any Fees when due, ServeCommand may suspend access to the Service. Customer authorizes ServeCommand to retry payment if the initial charge fails. Customer has sixty (60) days from the invoice date to dispute any billing issue, after which ServeCommand will review and inform Customer of its decision. If ServeCommand upholds the charge, Customer must pay promptly.
Unless otherwise stated, Fees do not include taxes such as sales, use, or withholding taxes (“Taxes”). Customer is responsible for all applicable Taxes. If ServeCommand is required to pay or collect Taxes on behalf of Customer, it will invoice Customer for those amounts unless a valid tax exemption certificate is provided.
Either party may terminate this Agreement with written notice if the other party materially breaches and fails to cure such breach within thirty (30) days of notice. ServeCommand may also terminate any Free Version at its discretion by notifying Customer.
If Customer terminates due to ServeCommand’s uncured material breach, ServeCommand will refund any unused, prepaid Fees. If ServeCommand terminates due to Customer’s uncured breach, Customer remains liable for all Fees for the remainder of the Subscription Period. Upon termination, all licenses or rights granted to Customer immediately cease, and Customer must stop using the Service. Within thirty (30) days of termination (or upon earlier request), ServeCommand will delete Customer’s data, including login credentials and files, unless required by law or necessary for legitimate business reasons. If Customer uses the Free Version, ServeCommand may retain or delete data after one (1) year of inactivity.
Each subscription begins on the start date specified in the Enrollment (“Subscription Start Date”) and continues for the duration stated therein. This Agreement begins on that Subscription Start Date and remains in force as long as Customer is subscribed or uses a free or trial plan. Customer may choose not to renew by following Service instructions or contacting ServeCommand before the current Subscription Period ends. Non-renewal may lead to downgrading the account to a limited free version (“Free Version”) or loss of access if the workspace is deleted.
Sections titled “ServeCommand’s Ownership,” “Third-Party Applications,” “Payment Obligations,” “Term and Termination,” “Warranties and Disclaimers,” “Limitation of Liability,” “Confidentiality,” “Data,” and “General Terms” survive any expiration or termination of this Agreement.
Customer represents and warrants that all User Submissions comply with applicable laws and regulations. Customer ensures it is operating in the United States, does not permit individuals under 13 to use the Service, and obtains valid consents for any personal data collected or processed.
Except as expressly stated, the Service and all related materials are provided “as is” and “as available.” ServeCommand disclaims any and all warranties, whether statutory, express, or implied, including implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. ServeCommand does not guarantee continuous, secure, or error-free operation of the Service. Some jurisdictions do not allow the exclusion of certain warranties, so some exclusions may not apply where prohibited by law.
ServeCommand will not be liable for indirect, special, incidental, or consequential damages arising out of or related to this Agreement, including lost profits or data, even if advised of the possibility of such damages. In any event, ServeCommand’s total liability under this Agreement (whether in contract, tort, or otherwise) is limited to the fees Customer paid (or owes) for the Service in the twelve (12) months immediately preceding the event that gave rise to the claim. These limitations apply to the maximum extent permitted by law and remain valid despite any failure of an essential remedy.
Customer may provide suggestions or comments regarding the Service (“Feedback”). Feedback does not include proprietary Customer data or User Submissions. ServeCommand may incorporate Feedback into the Service without any obligations or restrictions.
During the Term, a party (“Disclosing Party”) may disclose confidential, business, technical, or financial information that should reasonably be understood as confidential (“Confidential Information”). For ServeCommand, Confidential Information includes non-public Service features and performance data. For Customer, Confidential Information includes User Submissions. This Agreement and any Enrollment details are considered Confidential Information of both parties. However, information that (a) becomes public through no fault of the receiving party, (b) was previously known without breach, (c) is disclosed by a third party without restriction, or (d) is independently developed without reference to the Disclosing Party’s Confidential Information, is not considered Confidential Information.
The receiving party will use at least the same degree of care to protect the Disclosing Party’s Confidential Information as it uses for its own, but not less than reasonable care. Disclosure is limited to individuals who need access for this Agreement, and the receiving party will not share Confidential Information with third parties without the Disclosing Party’s written consent, except as stated here. All who receive Confidential Information on behalf of the receiving party must be bound by standard confidentiality obligations.
If the receiving party is legally required to disclose Confidential Information, it will, where permissible, provide prompt notice so the Disclosing Party can seek a protective order or other remedy.
ServeCommand uses commercially reasonable administrative, technical, and physical measures to protect Customer data. However, Customer must maintain adequate backups and security on its own systems. ServeCommand processes data in accordance with any applicable privacy policies or data processing agreements.
Customer and its Users must provide certain details (for example, business name, user names, email, phone numbers, physical business address, and IP addresses) to log in and utilize the Service (“User Information”). Customer grants ServeCommand the right to store, process, and display this User Information as needed to provide the Service. Customer must have lawful rights to collect and share such data, ensuring no unauthorized individuals are using Customer credentials. ServeCommand may access or process User Information for legal compliance, troubleshooting, or as agreed in writing with Customer.
ServeCommand may collect aggregated, anonymized data about how the Service is used (“Service Data”) and owns all rights to it, provided it cannot be used to personally identify Customer or its Users. ServeCommand may use Service Data for any legitimate purpose, such as improving the Service.
By uploading User Submissions, Customer grants ServeCommand and its contractors a non-exclusive, worldwide license to host, process, or display these materials strictly for delivering the Service. Other than this limited license, Customer retains ownership of its User Submissions.
ServeCommand and Customer are independent contractors. No partnership, joint venture, or employment relationship is created by this Agreement.
There are no third-party beneficiaries to this Agreement.
If Customer agrees in writing, ServeCommand may list Customer’s name or logo in ServeCommand’s marketing or promotional materials.
Neither party is liable for delays or failure to perform caused by factors beyond reasonable control, including natural disasters, strikes, government orders, or acts of war.
ServeCommand may introduce new features or modify existing ones to improve the Service. It will not materially reduce core functionality without prior notice. ServeCommand may also update this Agreement by notifying Customer at least thirty (30) days before any changes become effective and by posting revised terms on its website.
ServeCommand may give notices under this Agreement by email or by posting them within the Service. Notices to ServeCommand should be sent to the contact information shown in the Enrollment or on ServeCommand’s website. Notices by email are deemed given on the next business day; notices via the Service are deemed given on the day posted.
No modifications to this Agreement are valid unless made in writing and signed or accepted by both parties. Failure to enforce a right is not a waiver of future enforcement.
If a court of competent jurisdiction finds any provision invalid, the remainder of the Agreement stays in effect, and the invalid provision is modified to the minimum extent necessary to comply with law.
Neither party may assign or transfer its rights or obligations under this Agreement without the other’s written consent, which will not be unreasonably withheld. However, ServeCommand may assign without consent if it undergoes a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts in New Castle County, Delaware. Both parties waive any right to a jury trial. In disputes, the prevailing party may recover reasonable legal fees and costs.
This Agreement, along with any referenced pages and Enrollment(s), constitutes the entire understanding between the parties regarding its subject matter, superseding all prior or concurrent agreements or proposals (written or oral).
