Terms and Conditions

The "ArboStar" business management platform enables users to run a field service business with the help of various modules including but not limited to scheduling, CRM, IP Calls and SMS messaging, location tracking, invoicing, billing and payment integration functions, all as further described on the "Features" page of the website arbostar.com and the underlying infrastructure hardware, software, network storage and related technology required to run the service is provided by ArboStar, its third party vendors and hosting partners (referred to “ArboStar” and “We” further in the text).

1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to You at no additional charge, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Eastern time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-ArboStar Application, or denial of service attack.

2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with (Compelled Disclosure) below, or (c) as You expressly permit in writing.

3. Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein

1. Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

2. Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, we may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).

3. Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non-ArboStar’s Applications with which You use Services or Content.

4. Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, or (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

5. Removal of Content and Non-ArboStar Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, we may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-ArboStar Application hosted on a Service by You may violate applicable law or third-party rights, we may so notify You and in such event, you will promptly disable such Non-ArboStar Application or modify the Non-ArboStar Application to resolve the potential violation. If You do not take required action in accordance with the above, we may disable the applicable Content, Service and/or Non-ArboStar Application until the potential violation is resolved.

1.“Subscriber” must register for and maintain an account with us to use the Service.

2.Upon registration, “Subscriber” must provide accurate and complete information and keep it updated at all times. Failure to provide the information required will result in your account suspension and further termination.

3.Only authorized users may use “Subscriber’s” account to use the service and conduct other activities and transactions with “ArboStar”.

4.“ArboStar” is not responsible for any activities within your account. To protect “Subscriber’s” account from unauthorized use, the “Subscriber” shall keep identification and password secure.

5.Should any unauthorized use or security breach occur or suspected, “Subscriber” needs to notify “ArboStar” immediately. Should there be any unauthorized use by third parties who have obtained access to the service directly or indirectly through “Subscriber”, “Subscriber” should take all steps reasonably necessary to terminate the unauthorized use. “Subscriber” will cooperate and assist with any actions taken by “ArboStar” to prevent or terminate unauthorized use of the Service.

Subject to the terms and conditions of this Agreement, “ArboStar” grants the “Subscriber” limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement for the use of the Service by “Subscriber” and their personnel solely in connection with “Subscriber’s” internal business operations.

1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased below the minimum amount of 80% of initial number of users as defined in the Order Form during the relevant subscription term.

2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, you authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, we will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon approval of this contract. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in (Invoicing and Payment).

4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue(or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with (Manner of Giving Notice), before suspending services to You.

5. Payment Disputes. We will not exercise Our rights under (Overdue Charges) or (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible, we will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against Us based on Our income, property and employees.

7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

8. “Subscriber” agrees to pay the fees for the “Service” subscription and services selected at the time that the term of this Agreement, begins, as well as upon renewal. “Subscriber” shall authorize “ArboStar” (either directly or through its third-party payment processor) to charge the credit card provided by “Subscriber” (which “Subscriber” represent and warrant that they are authorized to use) for all applicable fees for subscription, including all applicable taxes. Should “ArboStar” fail to receive payment from “Subscriber’s” credit card provider or otherwise as agreed, you agree to pay all amounts due upon demand, and ArboStar may suspend your access to the Service.

9. All sales are final and “ArboStar” shall not issue refunds except as expressly provided in this Agreement. “Subscriber” shall promptly reimburse “ArboStar” for any costs incurred in connection with collection of past-due amounts, including attorneys’ fees, and "ArboStar" may, as a result of late payment, among other remedies available to it, discontinue its provision of the Service to you in accordance with this Agreement.

10. If "Subscriber" is unsatisfied with the "Services", provided by "ArboStar", "Subscriber" is entitled to a full refund within 30 days of the date of signing the contract. Refund shall be made upon written notice of "Subscriber”.

11. Commencing on the one-year anniversary of the date of the signing the contract and annually thereafter, "ArboStar" may annually increase the fee per full and/or limited license by no more than 10%, at our sole discretion.

1. The term of this Agreement commences upon “Subscriber’s” registration for the Service subscription and remains in effect for the term of your subscription. Subscriptions are month-to-month or annual unless otherwise agreed.

2. The term of “Subscriber “subscription, including the obligation to pay the applicable Service subscription fees, will automatically renew for additional successive terms of the same duration unless terminated as specified in this Section. “Subscriber” may terminate this Agreement at any time upon the end of the initial contract term with a written notice to ArboStar. For the purposes of providing notice of non-renewal as described in this paragraph, notice via email to ArboStar at info@arbostar.com will be deemed sufficient.

3. Upon termination, “Subscriber” access to the Service and any information stored by the Service will also terminate. ArboStar may terminate this Agreement at any time upon 30 days’ prior written notice for its convenience, and will refund “Subscriber” a pro-rata portion of any unused, prepaid fees. “ArboStar” may immediately, without notice, suspend or terminate your access to the Service and terminate this Agreement for any of the following reasons: (a) breach any provision of this Agreement by “Subscriber”; (b) “Subscriber'' seek to hack the security mechanisms of the Service, or we otherwise determine that “Subscriber” or his agents use of the Service poses a security risk to us or to another user of the Service; (c) you introduce a malicious program into the network or a virtual machine instance; (d) you cause network interference that affects Service performance for other customers; (e) you use the Service in a way that we determine, in our sole discretion, is abusive or disrupts or threatens the performance or availability of the Service; or (e) we receive notice orwe otherwise determine, in our sole discretion, that “Subscriber” may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriated the rights of any third party.

4. If this Agreement is terminated for any reason: (i) you will pay to ArboStar any fees or other amounts that have accrued prior to the effective date of the termination; (ii) any and all liabilities accrued prior to the effective date of the termination will survive.

“Subscriber” must comply with all applicable laws, including privacy laws, when using the Service; for the avoidance of doubt, “Subscriber” will be responsible for notifying parties that telephone calls are being recorded, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, “Subscriber” will not, and will not permit anyone else to: (a) modify or reverse engineer any portion of the Service; (b) rent, lease, or otherwise permit any third party to use any portion of the Service; (c) circumvent or disable any security or other technological features or measures of any portion of the Service; (d) use the Service in a manner that threatens the integrity, performance, or availability of the Service; nor (e) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service.

Except for the rights to access the Service expressly granted to you in this Agreement, “ArboStar” shall retain all right, title, and interest in and to the Service, including all related intellectual property rights. The Service is protected by applicable intellectual property laws, including Copyright Act of Canada and international treaties.

Subject to ArboStar’s rights, will not disclose to any third party, without your consent, the information or material you upload to the Service. ArboStar may, however, disclose that information or material if required by law or if ArboStar reasonably determines that disclosure is necessary to prevent harm to ArboStar or any third party. “Subscriber’s” consent to disclosure shall be deemed given in the event that you access “ArboStar” or ArboStar data specific to “Subscriber” through a third party application, solely with respect to disclosure in connection with “Subscriber” use of such third party application. If ArboStar is required by law to disclose any of that information or material, ArboStar will make reasonable efforts to provide your prompt written notice of that requirement prior to disclosure. Further, if you register for the Service through a referral or other promotional partner or through an industry or trade group with whom we have a commercial relationship, we may disclose information about your account to that referral partner or industry group in connection with that commercial relationship.

For the avoidance of doubt, however, ArboStar will not directly contact your customers or make personally identifying or contact data regarding your customers available to any third party without “Subscriber’s “consent. Such consent will be deemed given, however, in the event that you access “ArboStar” or “ArboStar” data pertaining to “Subscriber” through a third party application, solely with respect to disclosure in connection with “Subscriber” use of such third party

1. “ArboStar” warrants that the Service will, during the term of your subscription, materially conform to any description of the Service published by ArboStar.

2. As ArboStar’s sole and exclusive liability for breach of this limited warranty, and your sole and exclusive remedy, ArboStar will make reasonable efforts to correct the non-conformity. “Subscriber” represents and warrants that: (a) “Subscriber” will not upload any information to the Service unless Subscriber has all permissions or licenses necessary to do so and to authorize “ArboStar’s” use of that information in accordance with this Agreement; and (b) Subscriber’s use of the Service will not subject ArboStar to any liability or cause “ArboStar” to violate any law, rule, or regulation or guideline.

3. Some countries and jurisdiction do not allow the disclaimer of implied terms in contracts with consumers and as a result the contents of this section may not apply to you. Except as expressly set forth in the immediately preceding paragraph, the service is provided on an “as is” and “as available” basis and “ArboStar” expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee the accuracy, completeness, or usefulness of the service, and you rely on the service at your own risk. Any material accessed, downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and you will be solely responsible for any damage to your hardware or loss of data that results from the download of any material through the service.

“ArboStar” will not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if “ArboStar” has been advised of the possibility of these damages), resulting from your use of the service. Under no circumstances will “ArboStar's” total liability of all kinds arising out of or related to this agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, or otherwise, exceed the total amount paid by you to “ArboStar” for the service. because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. Each provision of this agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this agreement between the parties. This allocation is reflected in the pricing offered by ArboStar to subscribers and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this agreement. the limitations set forth in this agreement will apply even if any limited remedy fails of its essential purpose. Any cause of action or claim you may have arising out of or relating to this agreement or the website must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Refunds will be processed within 60 days of receiving a written request from the client. The written notification must include all relevant details necessary to process the refund, such as the reason for the request and any supporting documentation.

Refunds are subject to review and approval, ensuring compliance with the terms outlined in the agreement. Upon approval, the refund will be issued using the original payment method unless otherwise agreed upon by both parties.

1. Eligibility:

This prize draw is open exclusively to new customers who purchase an annual subscription. Existing customers and those subscribing on a monthly basis are not eligible.

2. Prize Validity:

The prize is applicable solely to the first year of the annual subscription and cannot be carried over or applied to subsequent years.

3. Non-Combination of Discounts:

Prizes awarded under this promotion cannot be combined with any other discounts, offers, or promotions. In cases where multiple discounts may apply, only the highest-value discount will be honored.

4. No Cash Alternatives:

All prizes are issued as subscription discounts. No cash or cash equivalents will be offered under any circumstances.

5. Entry Conditions:

Participation in the prize draw is automatic upon the purchase of an eligible annual subscription. No additional steps are required to enter.

6. Exclusions:

Employees of the company, their immediate family members, and individuals involved in the administration of this promotion are not eligible to participate.

7. Prize Draw Period:

This prize draw is valid for subscriptions purchased during the promotional period, which will be specified by the company. Purchases made outside this period are not eligible.

8. Winner Notification and Redemption:

Eligible customers will be notified of their prize via email upon subscription confirmation. Discounts will be automatically applied to the eligible subscription; no additional action is required from the participant.

9. Changes and Termination:

The company reserves the right to amend, suspend, or terminate this prize draw at its discretion without prior notice, provided that such changes do not unfairly disadvantage participants.

10. Limitations of Liability:

The company is not responsible for any technical issues, delays, or errors that may prevent an individual from qualifying for the prize draw.

11. Data Usage:

By participating, customers agree that their data may be processed in accordance with the company’s Privacy Policy for purposes related to the administration of the prize draw.

1. Voluntary Participation

Participation in the referral program is entirely voluntary. Clients may opt out at any time without affecting their existing relationship with ArboStar.

2. Claiming a Referral

A referred client can only be claimed by one referring company.

In cases where multiple clients refer the same company, the referral reward will be attributed to the first referrer to submit a valid claim, as determined by ArboStar.

3. Reward Eligibility

Rewards are applicable only for annual contracts with upfront yearly payments.

For clients on monthly subscriptions, rewards will be issued after 6 months of active subscription use.

Referrals must result in a signed paid contract to qualify for rewards.

4. Reward Processing

Referral payouts for annual clients are processed within 90 days after the referred client has:

• Signed a contract,
• Completed onboarding, and
• Fulfilled the required upfront payment terms.

Referral payouts for monthly clients are processed after 6 months of active subscription use and fulfillment of all payment terms.

5. Program Modifications

ArboStar reserves the right to modify or terminate the referral program, including rewards, terms, and conditions, at its sole discretion and without prior notice.

6. Taxes

All rewards are subject to applicable taxes as required by law. Referring clients are responsible for reporting and paying any taxes associated with their referral payouts.

7. Dispute Resolution

In the event of a dispute regarding referral claims, reward eligibility, or program rules, ArboStar retains the final authority to make determinations.

8. Confidentiality

Referring clients must maintain confidentiality regarding the terms and conditions of their referral payouts and any information shared during the onboarding of referred clients.

9. Compliance with Local Laws

Participants are responsible for ensuring their participation complies with all applicable local, state, and federal laws, including those related to referral programs and financial incentives.

10. General Limitations

ArboStar will not be held liable for any indirect, incidental, or consequential damages arising from participation in the referral program.

Referrals must be submitted and claimed through the official channels designated by ArboStar to qualify for rewards.

11. Agreement to Terms

By participating in the ArboStar Referral Program, clients agree to these Terms & Conditions.