End user licence agreement

This is the licence for the Spanstead Works software you install and run — the Android and iOS apps for operators and for crews, and the desktop application. It sits alongside the Legal Terms, which cover the hosted service the software connects to, and the Commercial Terms, which cover what a subscription costs.

Read it with the Privacy Notice, which describes what the apps collect from a device and why.

The English text governs. This document may be shown in Spanish or another language as a courtesy. Where a translation differs from the English, the English controls, as Section 19.1 of the Legal Terms sets out.

1. At a glance

This is a summary and not a substitute for the rest of the document, but it is an honest one.

2. Who this agreement is between

This End User Licence Agreement ("this Licence") is between Spanstead LLC, a Kansas limited liability company at 11701 Roe Ave, Ste D PMB 1057, Leawood, KS 66211 ("we" and "us"), and:

• the organization that subscribes to Spanstead Works and installs the software for its business ("your organization"), and
• each individual who installs, accesses or uses the software on a device ("you").

Both are bound, and they are bound to different things. Your organization accepts this Licence when its account owner accepts it, which happens at checkout or on the agreements screen. You accept it by installing or using the software.

Installing the app does not commit your employer to anything. A crew member cannot bind their employer to a contract, and nothing in this document pretends otherwise. If your employer subscribes to Spanstead Works, the commercial relationship is theirs. What this Licence asks of you personally is in Sections 5 and 6, and that is all.

3. What this Licence covers, and what it does not

It covers the client software: Spanstead Works (the operator application), Spanstead Works Crew (the field application), and the Spanstead Works desktop application, in each case including their updates, and any documentation we provide with them. We call all of that "the Software".

It does not cover the hosted service. The Software is a client. Almost everything it does happens against our servers, and the terms for that — what the service is, who owns the data in it, availability, liability, and how it ends — are in the Legal Terms.

Where the two disagree, the Legal Terms win, except on the two questions this document exists to answer: the licence to install and run the Software, and the app-store terms in Section 12. Reading them together should not produce a conflict. If it does, tell us at legal@spanstead.com and we will fix the text rather than argue about it.

The customer portal is not covered here. Your own customers reach it in a browser and install nothing, so there is nothing to licence to them.

4. Your licence

For as long as your organization's subscription is current and paid, we grant your organization, and each person it authorises, a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to:

• install and run the Software on devices your organization or its workers own or control;
• use it for your organization's own business operations, for the number of workers your plan covers;
• make the copies that installation and ordinary backup require, and no others.

The Software is licensed, not sold. We and our licensors keep every right not expressly granted above. Nothing here transfers ownership of the Software, its source, its design, or our marks.

One login per person. Each login is named and personal. Sharing one between two people breaches this Licence and the Legal Terms, and it corrupts the timecard, audit and location records that login produces — which is usually the more expensive consequence.

5. What you may not do with it

You may not, and may not permit anyone else to:

• copy the Software except as Section 4 allows, or distribute, rent, lease, lend, sell, resell or host it for anyone outside your organization;
• reverse engineer, decompile or disassemble it, or otherwise try to derive its source code, except to the extent the law gives you that right despite this term — and where it does, you must ask us first for the information you need, which we will supply on reasonable terms;
• modify it, build a derivative work from it, or bypass, disable or interfere with any licensing, authentication, plan-limit, security or audit control in it;
• remove, obscure or alter any notice of copyright, trademark or ownership;
• use it to build or improve a competing product, or benchmark it for that purpose;
• automate, scrape or drive it in a way that degrades the service for other tenants, or extract data in bulk other than through the export the product provides;
• run it on a device you have jailbroken, rooted or otherwise removed the manufacturer's security controls from, where doing so puts the data in the app at risk;
• use it in violation of any applicable law, including export, sanctions, privacy, employment and wage-and-hour law.

Why you obtained access matters. By installing the Software you confirm you are here to run or work for a business using Spanstead Works, not to study, benchmark or reproduce it for a competing product, and not on behalf of an undisclosed competitor. Access obtained by misrepresentation was never licensed to you at all, and Section 4 of the Legal Terms sets out what follows from that.

6. What the apps hold on your device, and what that asks of you

The Privacy Notice is the full account. This section is the part that is a term of the licence rather than a disclosure.

Cached work data. The crew app is built to keep working with no signal. Assigned jobs, addresses, checklists, notes and photos you capture are held on the device until they reach our servers, and a photo leaves the queue only once storage confirms it arrived. That means a device with the app installed holds your organization's customer data, including names, addresses and site photos.

Because of that, you agree to keep the device locked with a passcode or biometric, to keep its operating system reasonably current, and to sign out or tell your employer promptly if the device is lost, stolen, or leaves your possession. Your organization agrees to remove a worker's access promptly when they leave.

Location. The apps can record location, and how much depends on two switches, both of which have to be on:

1. your employer enables the feature for your organization, and
2. you grant the permission on the device, which the operating system asks you for directly and which you can withdraw at any time in your device settings.

Location is used for clock-in accuracy, dispatch and route work. Where an employer enables background location, the app tells you what it does before asking, and the device keeps showing you that it is running. Withdrawing the permission does not end your licence and is not a breach of this agreement. What your employer may do about it is between you and your employer; we supply employers with a workforce-monitoring policy template so that conversation happens on paper rather than by surprise.

Camera, photos and notifications. Granted by you, per device, for taking job photos, attaching documents, and receiving dispatch alerts. Each can be withdrawn in device settings, and the app degrades rather than stops.

We do not sell any of it, and we do not use it for advertising.

7. Your organization's data, and your own

Data your organization puts into Spanstead Works stays your organization's. We hold it to run the service and for nothing else. Section 6 of the Legal Terms governs it, and the Data Processing Terms govern our handling of the personal data inside it.

Personal information about you as an individual user — your account, your device, your location history where it is collected — is described in the Privacy Notice, including how to ask for a copy, a correction, or deletion.

8. Updates, and versions that stop working

The Software updates itself, or is updated through the app store that delivered it. Updates may add, change or remove features, and installing one is a condition of continuing to use the Software.

Old builds stop working. The Software talks to a hosted service that moves, and we support a limited window of recent versions. When a build falls outside it, it will refuse to connect rather than behave unpredictably against an API it no longer matches. We give notice in the app before that happens where we reasonably can.

We are not obliged to keep supporting any particular operating system version, device or platform, and we may discontinue a platform entirely on reasonable notice.

9. Third-party components and services

The Software includes open-source components licensed by their own authors. Those licences govern those components, and where one of them grants you rights this document appears to withhold, that licence wins. A current list is available from legal@spanstead.com on request.

Where the Software connects to Stripe, Square, QuickBooks, Twilio, WhatsApp, Google Maps or any other provider, that connection is between your organization and that provider on their terms. Section 11 of the Legal Terms applies.

10. Warranty, and the limit of what we promise

We warrant that we will provide the Software with reasonable skill and care, and that we have the right to license it to you.

Otherwise the Software is provided "as is". To the extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that it will be uninterrupted or error-free, that it will run on every device, or that data queued on a device will always survive a device failure.

Back up what you cannot afford to lose. Our backups are part of running the service and are not a substitute for your own export.

We do not warrant that using the Software makes you compliant with anything. It is built to make compliance easier and enforces several rules structurally. Whether your use of it satisfies employment law, wage-and-hour law, monitoring law, tax law or privacy law in your states is a question about your business, and we do not answer it.

Liability under this Licence is limited exactly as Section 13 of the Legal Terms limits it, and that section's cap applies to this document as well as to that one. There is one cap across every document listed in Section 19.1 of the Legal Terms, not one per document — and where you personally have paid us nothing, because your employer holds the subscription, that section's hundred-dollar floor is the whole of it.

Some states do not allow certain disclaimers or limitations. Where that is so, this section applies as far as it lawfully can and no further, and nothing here removes a right you have as a consumer under the law of your state.

11. How this Licence ends

It ends when your organization's subscription ends, and it ends immediately if this Licence is breached in a way that is not fixed within 30 days of written notice — or immediately and without a cure period for a breach of Section 5 that puts other people's data or the platform at risk.

When it ends, stop using the Software and remove it from your devices. Cached data on a device is cleared on sign-out, and uninstalling removes what remains.

Ending this Licence does not withhold your data. The export window in Section 9 of the Commercial Terms applies however the relationship ends, including where we ended it.

Sections 4 (as to ownership), 5, 7, 9, 10, 12 and 13 survive termination, along with anything else that by its nature should.

12. App stores

The Software is distributed through app stores, and each store imposes terms that this section carries through. Where a store's rules require something this document does not say, the store's rules apply to software obtained from that store.

12.1 Apple

For any copy obtained from Apple's App Store, you acknowledge and agree that:

• This Licence is between you and Spanstead LLC only, not with Apple. We, not Apple, are solely responsible for the Software and its content.
• The licence granted in Section 4 is limited to using the Software on Apple-branded products you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that it may be accessed by other accounts associated with you through Family Sharing or volume purchasing.
• Apple has no obligation to provide maintenance or support for the Software. Support requests go to support@spanstead.com.
• To the maximum extent permitted by law, Apple has no warranty obligation for the Software. If the Software fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price, if any; beyond that, Apple has no other warranty obligation whatsoever.
• We, not Apple, are responsible for addressing any claim by you or a third party relating to the Software or your possession and use of it, including product liability claims, any claim that the Software fails to conform to a legal or regulatory requirement, and claims under consumer protection or similar legislation, including in connection with the Software's use of HealthKit or HomeKit where applicable.
• We, not Apple, are responsible for the investigation, defence, settlement and discharge of any third-party claim that the Software or your use of it infringes that third party's intellectual property rights.
• You represent that you are not located in a country subject to a US Government embargo or designated by the US Government as a "terrorist supporting" country, and that you are not listed on any US Government list of prohibited or restricted parties.
• Our contact details for questions, complaints or claims are: Spanstead LLC, 11701 Roe Ave, Ste D PMB 1057, Leawood, KS 66211, legal@spanstead.com.
• Apple and Apple's subsidiaries are third-party beneficiaries of this Licence, and upon your acceptance of it Apple will have the right — and is deemed to have accepted the right — to enforce this Licence against you as a third-party beneficiary of it.

12.2 Google Play

For any copy obtained from Google Play, this Licence is between you and Spanstead LLC. Google is not a party to it and has no responsibility for the Software. Your acquisition of the Software through Google Play is additionally governed by Google Play's own terms, and where those terms grant you a right this document appears to withhold — including any refund right Google Play provides — that right stands.

12.3 Direct distribution

The desktop application is distributed by us rather than through a store. No store terms apply to it, and no store is responsible for it.

13. General

US Government end users. The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. US Government end users acquire it with only the rights set out in this Licence.

Export. You may not export or re-export the Software except as US law and the laws of the jurisdiction where you obtained it permit, and not to any embargoed country or prohibited party.

Assignment. You may not assign or transfer this Licence. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets, on notice to you.

Governing law and disputes. Kansas law governs, without regard to its conflict-of-laws rules, and the state and federal courts located in Kansas have exclusive jurisdiction — matching Section 16 of the Legal Terms in full, including the requirement to raise a dispute in writing and allow 30 days before filing anything, the waiver of a jury trial, the agreement that disputes are brought individually rather than as a class, and the one-year limit in Section 13 on bringing a claim at all.

Force majeure, notices and precedence. Section 19 of the Legal Terms governs this Licence too, so there is one set of general provisions between us rather than two that can drift apart.

Severability and waiver. If a provision is unenforceable, the rest stands. Not enforcing a term is not a waiver of it.

Entire agreement. This Licence, the Legal Terms, the Commercial Terms, the Data Processing Terms, the Privacy Notice, What you may and may not store and Customer communications and consent are the whole agreement between us about the Software, and replace anything said before it.

14. Changes to this Licence

We may update this Licence. A material change creates a new version, and account owners are asked to accept it before continuing to use the product — that is what the version number and effective date at the top of this page exist for, so you can always establish exactly which text you agreed to and when.

Non-material corrections, such as a typo, a broken link or a reflowed paragraph, do not create a new version and do not require re-acceptance.

Previous versions your organization accepted remain visible in Settings, under Agreements.

Questions about this Licence: legal@spanstead.com.