Terms of Service

Effective Date: February 6, 2025

1. Acceptance of Terms

Welcome to RetailCheckOff. By accessing or using our web-based SaaS platform for retail store task management at retailcheckoff.com and app.retailcheckoff.com (the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, you may not use the Service.

These Terms constitute a legally binding agreement between you (“you”, “your”, or “User”) and RetailCheckOff (“we”, “us”, or “our”).

2. Description of Service

RetailCheckOff provides a cloud-based task management platform designed specifically for retail store operations. The Service enables:

Managers: Create accounts, configure task checklists, add employees, monitor task completion, and manage store operations
Employees: Access assigned tasks via QR code, mark tasks as complete, and optionally upload proof-of-completion photos
Task Tracking: Real-time monitoring of task completion across retail locations

3. Account Registration and Eligibility

3.1 Account Creation

To use the Service as a manager, you must:

Create an account with a valid email address
Provide accurate and complete registration information
Be at least 18 years of age
Have the legal authority to bind your organization (if applicable)
Maintain the security and confidentiality of your account credentials

3.2 Account Security

You are responsible for:

All activities that occur under your account
Maintaining the confidentiality of your password
Notifying us immediately of any unauthorized access
Ensuring employees use the Service appropriately

3.3 Employee Access

Employees access the Service via QR codes generated by managers. Employees do not create accounts but are subject to these Terms when using the Service.

4. Subscription and Payment

4.1 Subscription Plans

RetailCheckOff offers various subscription plans with different features and pricing. By subscribing, you agree to pay the fees associated with your selected plan.

4.2 Billing

Subscription fees are billed in advance on a recurring basis (monthly or annually)
Payment processing is handled securely through Stripe
You authorize us to charge your designated payment method
All fees are non-refundable except as required by law or explicitly stated

4.3 Price Changes

We reserve the right to modify subscription prices. We will provide at least 30 days’ advance notice of price increases. Continued use of the Service after price changes constitutes acceptance of the new prices.

4.4 Failed Payments

If payment fails:

We will attempt to notify you and retry the charge
Your access to certain features may be limited
Your account may be suspended or terminated after repeated failures

4.5 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period.

5. Acceptable Use Policy

5.1 Permitted Use

You agree to use the Service only for lawful purposes and in accordance with these Terms.

5.2 Prohibited Activities

You may not:

Violate any applicable laws or regulations
Infringe on intellectual property rights of others
Upload malicious code, viruses, or harmful content
Attempt to gain unauthorized access to the Service or related systems
Interfere with or disrupt the Service or servers
Use the Service to harass, abuse, or harm others
Impersonate any person or entity
Collect or harvest information about users without consent
Use the Service for any illegal or unauthorized purpose
Reverse engineer, decompile, or disassemble the Service
Remove or modify any proprietary notices or labels

5.3 Content Standards

Any content you upload (including photos and task descriptions) must:

Comply with all applicable laws
Not contain illegal, offensive, or inappropriate material
Not violate privacy rights of others
Not contain confidential information you’re not authorized to share
Be appropriate for a workplace environment

5.4 Enforcement

We reserve the right to:

Remove content that violates these Terms
Suspend or terminate accounts that engage in prohibited activities
Cooperate with law enforcement when necessary
Take legal action to protect our rights

6. Data Ownership and License

6.1 Your Data

You retain all ownership rights to the data you input into the Service, including:

Employee names and information
Task checklists and configurations
Completion records and photos
Any other content you create

6.2 License to Us

You grant us a limited, non-exclusive license to:

Host, store, and process your data to provide the Service
Make backups for disaster recovery and system reliability
Aggregate and anonymize data for analytics and service improvement

This license terminates when you delete data or close your account, except for:

Data retained for legal compliance
Anonymized data used for analytics

6.3 Responsibility for Data

You are responsible for:

The accuracy and legality of data you input
Obtaining necessary consents to collect employee data
Complying with employment and privacy laws
Creating your own backups of critical data

6.4 Our Content

The Service itself, including all software, designs, text, graphics, logos, and other content provided by us, is owned by RetailCheckOff and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our written permission.

7. Privacy and Data Protection

7.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our data practices.

We are committed to compliance with GDPR and other applicable data protection laws. You are responsible for ensuring your use of the Service complies with applicable laws governing employee data collection and processing.

7.3 Data Processing Agreement

If you require a separate Data Processing Agreement (DPA) for compliance purposes, please contact us at [legal@retailcheckoff.com].

8. Service Availability and Modifications

8.1 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be unavailable due to:

Scheduled maintenance (we will provide notice when possible)
Emergency maintenance or security updates
Factors beyond our control (internet outages, third-party service failures)

8.2 Service Modifications

We reserve the right to:

Modify, update, or discontinue features of the Service
Add new features or functionality
Change technical requirements

We will use reasonable efforts to notify you of material changes that negatively impact core functionality.

8.3 No Warranty

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RETAILCHECKOFF SHALL NOT BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, DATA, OR USE
BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITIES
DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICE
DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR DATA
DAMAGES RESULTING FROM ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICE

9.2 Cap on Liability

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Basis of the Bargain

You acknowledge that we have set our prices and entered into these Terms in reliance upon these limitations of liability, which allocate risk between us and form the basis of our agreement.

9.4 Jurisdictional Limitations

Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless RetailCheckOff, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from:

Your use of the Service
Your violation of these Terms
Your violation of any applicable laws or regulations
Your violation of any third-party rights
Content you submit to the Service
Your employee’s use of the Service

11. Term and Termination

11.1 Term

These Terms begin when you first use the Service and continue until terminated by either party.

11.2 Termination by You

You may terminate these Terms at any time by:

Canceling your subscription through account settings
Ceasing all use of the Service
Requesting account closure via email

11.3 Termination by Us

We may suspend or terminate your access immediately if:

You breach these Terms
You fail to pay subscription fees
Your use poses a security risk or legal liability
We are required to do so by law
We decide to discontinue the Service (with reasonable notice)

11.4 Effect of Termination

Upon termination:

Your right to use the Service immediately ceases
We will cease processing your data (except as required by law)
You may request a final export of your data within 30 days
We may delete your data in accordance with our retention policies
Sections of these Terms that by nature should survive will survive

12. Dispute Resolution

12.1 Informal Resolution

Before filing any legal claim, you agree to first contact us at [legal@retailcheckoff.com] to attempt to resolve the dispute informally.

12.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [JURISDICTION TO BE SPECIFIED], without regard to its conflict of law provisions.

12.3 Arbitration

Any dispute arising from these Terms or the Service that cannot be resolved informally shall be resolved through binding arbitration in accordance with the rules of [ARBITRATION ORGANIZATION TO BE SPECIFIED], except where prohibited by law.

12.4 Class Action Waiver

You agree that disputes will be resolved on an individual basis only. You waive any right to participate in a class action lawsuit or class-wide arbitration, except where such waiver is prohibited by law.

12.5 Exceptions

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and RetailCheckOff regarding the Service and supersede all prior agreements.

13.2 Amendments

We may modify these Terms at any time. We will notify you of material changes via email or through the Service. Continued use after changes are posted constitutes acceptance. If you do not agree to modified Terms, you must stop using the Service.

13.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it later.

13.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.5 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

13.6 Force Majeure

We are not liable for delays or failures in performance resulting from causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, or network infrastructure failures.

13.7 Third-Party Services

The Service integrates with third-party services (Supabase, Stripe, Vercel). We are not responsible for the availability, functionality, or terms of these third-party services.

13.8 Export Compliance

You agree to comply with all applicable export and import laws and regulations in your use of the Service.

13.9 Relationship

These Terms do not create any partnership, joint venture, employment, or agency relationship between you and RetailCheckOff.

14. Contact Information

For questions, concerns, or notices regarding these Terms:

RetailCheckOff Email: [legal@retailcheckoff.com] Support: [support@retailcheckoff.com] Website: retailcheckoff.com

14.1 Notice Requirements

Formal legal notices to RetailCheckOff must be sent to [legal@retailcheckoff.com] and may also require certified mail to our registered business address.

15. Acknowledgment

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

Last Updated: February 6, 2025