Terms of Service

1. Agreement to Terms

By accessing or using the ADRO Log platform, website, mobile applications, APIs, or any related services (collectively, the "Service"), you ("User," "you," or "your") agree to be legally bound by these Terms of Service ("Terms," "Agreement," or "Terms of Service"). This Agreement is entered into between you and ADRO Log ("Company," "we," "us," or "our").

If you are entering into this Agreement on behalf of a company, organization, or other legal entity ("Entity"), you represent and warrant that you have the authority to bind such Entity to these Terms, in which case "you" and "your" shall refer to such Entity.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

2. Definitions

For purposes of this Agreement:

• "Account" means the unique account created for you to access our Service.
• "Authorized Users" means individuals authorized by you to use the Service under your Account.
• "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential.
• "Customer Data" means all electronic data, information, or materials submitted by you or your Authorized Users to the Service.
• "Documentation" means the user guides, help files, and other technical documentation provided by ADRO Log.
• "Intellectual Property Rights" means all patent rights, copyrights, trademark rights, trade secret rights, and any other proprietary rights.
• "Service" means the ADRO Log cloud-based workforce management platform, including all features, functionality, and related services.
• "Subscription Term" means the period during which you have agreed to subscribe to the Service.

3. Description of Service

ADRO Log is a cloud-based workforce management platform that provides time tracking, project management, employee monitoring, and reporting services for businesses. The Service includes:

• Web-based applications accessible via internet browsers
• Mobile applications for iOS and Android devices
• Application programming interfaces (APIs)
• Integration capabilities with third-party services
• Related software, tools, and documentation

The Service is provided on an "as is" and "as available" basis. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice.

4. Account Registration and Security

4.1 Registration Requirements

To access certain features of the Service, you must register for an Account. During registration, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your Account information to keep it accurate
• Be at least 18 years of age or the legal age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts

4.2 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your Account credentials, including passwords and API keys
• All activities that occur under your Account, whether or not authorized by you
• Immediately notifying us of any unauthorized use of your Account or any other security breach
• Ensuring that all Authorized Users comply with these Terms

We shall not be liable for any loss or damage arising from your failure to protect your Account credentials.

5. License Grant and Restrictions

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, ADRO Log grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term solely for your internal business purposes.

5.2 Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, or create derivative works of the Service or any component thereof
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service
• Rent, lease, lend, sell, sublicense, assign, or transfer rights to the Service
• Remove, alter, or obscure any proprietary notices on the Service
• Use the Service to develop a competing product or service
• Use the Service for benchmarking or competitive analysis without prior written consent
• Access the Service in order to build a similar or competitive service
• Use automated means (including bots, scrapers, or spiders) to access the Service except through our authorized APIs
• Circumvent or disable any security or access control mechanisms
• Use the Service in any manner that could damage, disable, overburden, or impair the Service

6. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with all applicable laws, regulations, and these Terms. You shall not use the Service to:

• Violate any applicable federal, state, local, or international law or regulation
• Infringe upon or violate the intellectual property rights or privacy rights of any third party
• Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Transmit viruses, worms, malware, ransomware, or any other malicious code
• Attempt to gain unauthorized access to other accounts, computer systems, or networks
• Interfere with or disrupt the integrity or performance of the Service or third-party data
• Collect or harvest any information from the Service without authorization
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Engage in any activity that could subject ADRO Log to liability or cause ADRO Log to lose the services of its ISPs or other suppliers

7. Customer Data and Privacy

7.1 Ownership of Customer Data

As between you and ADRO Log, you retain all right, title, and interest in and to your Customer Data. You grant ADRO Log a limited, non-exclusive license to use, process, and display Customer Data solely as necessary to provide the Service and as otherwise described in our Privacy Policy.

7.2 Data Protection

We implement commercially reasonable technical and organizational measures designed to protect Customer Data, including:

• Encryption of data in transit using TLS 1.2 or higher
• Encryption of data at rest using AES-256 or equivalent
• Regular security assessments and vulnerability testing
• Access controls and authentication mechanisms
• Regular data backups and disaster recovery procedures

7.3 Privacy Policy

Our collection and use of personal information in connection with the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and disclosure of information as described in our Privacy Policy.

7.4 Data Processing

To the extent that ADRO Log processes personal data on your behalf, you agree that: (a) you are the data controller and ADRO Log is the data processor; (b) you will comply with all applicable data protection laws; and (c) you have obtained all necessary consents and authorizations for the processing of personal data through the Service.

8. Intellectual Property Rights

8.1 ADRO Log Intellectual Property

The Service and all components thereof, including but not limited to software, algorithms, user interfaces, graphics, logos, trademarks, service marks, and documentation, are the exclusive property of ADRO Log and its licensors. All rights not expressly granted herein are reserved by ADRO Log.

8.2 Trademarks

"ADRO Log" and all related names, logos, product and service names, designs, and slogans are trademarks of ADRO Log. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans are the trademarks of their respective owners.

8.3 Feedback

If you provide any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), you hereby assign to ADRO Log all right, title, and interest in and to such Feedback, and ADRO Log shall be free to use, disclose, reproduce, license, and otherwise exploit the Feedback without obligation or restriction of any kind.

9. Fees, Payment, and Billing

9.1 Fees

You agree to pay all fees specified in your subscription order or as displayed in the Service. Unless otherwise stated:

• Fees are quoted and payable in United States Dollars (USD)
• Fees are based on the subscription plan selected and the number of Authorized Users
• Fees are non-refundable except as expressly set forth herein or as required by applicable law

9.2 Billing

For subscription-based services:

• Fees are billed in advance on a monthly or annual basis depending on your selected billing cycle
• Your subscription will automatically renew at the end of each billing period unless cancelled
• We may change our fees upon thirty (30) days' prior written notice
• Fee changes will apply to the next billing cycle following the notice period

9.3 Payment Terms

All invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified. You shall pay all amounts due without setoff, deduction, or withholding. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

9.4 Taxes

Fees do not include taxes. You are responsible for paying all applicable taxes, including sales, use, value-added, goods and services, and similar taxes, excluding taxes based on ADRO Log's net income.

9.5 Suspension for Non-Payment

We may suspend your access to the Service if any fees are more than thirty (30) days overdue. We will provide at least ten (10) days' prior notice before any such suspension.

10. Term and Termination

10.1 Term

These Terms commence on the date you first access the Service and continue until terminated as provided herein.

10.2 Termination by You

You may terminate your Account at any time by providing written notice to us. Termination will be effective at the end of your current billing period. No refunds will be provided for any unused portion of a prepaid subscription term.

10.3 Termination by ADRO Log

We may terminate or suspend your Account and access to the Service:

• For Cause: Immediately upon written notice if you materially breach any provision of these Terms and fail to cure such breach within fifteen (15) days after receiving written notice thereof
• For Convenience: Upon thirty (30) days' prior written notice, in which case we will provide a pro-rata refund of any prepaid fees for the unused portion of the subscription term
• Immediately: If required by law, regulation, or court order; if you become the subject of bankruptcy, insolvency, or similar proceedings; or if your actions create legal liability for us or disrupt others' use of the Service

10.4 Effect of Termination

Upon termination:

• Your right to access and use the Service shall immediately cease
• We will make your Customer Data available for download for thirty (30) days following termination, after which we may delete it
• You shall pay any unpaid fees for the period up to and including the termination date
• Sections 2, 7, 8, 9 (for amounts due), 11, 12, 13, 14, 16, 17, and 18 shall survive any termination

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADRO LOG DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICE
• WARRANTIES THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS
• WARRANTIES THAT ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED

11.1 Service Availability

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• THE SERVICE MAY BE UNAVAILABLE FROM TIME TO TIME DUE TO TECHNICAL ISSUES, MAINTENANCE, UPDATES, SERVER FAILURES, CYBERATTACKS, NATURAL DISASTERS, OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL
• ADRO LOG DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICE
• ADRO LOG IS NOT RESPONSIBLE FOR ANY DOWNTIME, DATA LOSS, OR INACCESSIBILITY OF THE SERVICE FOR ANY REASON
• YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING BACKUP COPIES OF YOUR DATA AND FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON INFORMATION FROM THE SERVICE

11.2 User Responsibility

YOU USE THE SERVICE ENTIRELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR:

• EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY INFORMATION PROVIDED BY THE SERVICE
• ENSURING THAT YOUR USE OF THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS
• MAINTAINING ADEQUATE BACKUP SYSTEMS AND PROCEDURES FOR YOUR DATA
• ANY BUSINESS DECISIONS MADE BASED ON DATA OR REPORTS GENERATED BY THE SERVICE
• COMPLIANCE WITH EMPLOYMENT, LABOR, AND PAYROLL LAWS IN YOUR JURISDICTION

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

12. Limitation of Liability

12.1 No Liability for Damages

ADRO LOG SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT ALL RESPONSIBILITY FOR ANY CONSEQUENCES ARISING FROM YOUR USE OF THE SERVICE RESTS ENTIRELY WITH YOU AND/OR YOUR ORGANIZATION.

12.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADRO LOG, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS
• LOSS OF DATA, DATA BREACH, OR DATA CORRUPTION
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
• BUSINESS INTERRUPTION OR LOSS OF USE
• MISSED DEADLINES, SCHEDULING ERRORS, OR TIMESHEET INACCURACIES
• PAYROLL ERRORS, TAX MISCALCULATIONS, OR COMPLIANCE VIOLATIONS
• EMPLOYEE DISPUTES, WRONGFUL TERMINATION CLAIMS, OR LABOR LAW VIOLATIONS
• SYSTEM DOWNTIME, SERVICE INTERRUPTIONS, OR INACCESSIBILITY
• SECURITY BREACHES, UNAUTHORIZED ACCESS, OR CYBERATTACKS

REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADRO LOG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 User and Company Responsibility

YOU AND YOUR ORGANIZATION ASSUME FULL RESPONSIBILITY FOR:

• ALL DECISIONS MADE BASED ON DATA, REPORTS, OR INFORMATION FROM THE SERVICE
• VERIFYING THE ACCURACY OF ALL TIME TRACKING, ATTENDANCE, AND PAYROLL DATA
• COMPLIANCE WITH ALL EMPLOYMENT LAWS, LABOR REGULATIONS, AND TAX REQUIREMENTS
• PROPER CLASSIFICATION OF EMPLOYEES AND CONTRACTORS
• MAINTAINING INDEPENDENT RECORDS AND BACKUP SYSTEMS
• ANY DISPUTES WITH EMPLOYEES, CONTRACTORS, OR GOVERNMENT AGENCIES

12.4 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADRO LOG'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO ADRO LOG DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

12.5 Essential Basis

The limitations and exclusions in this Section 12 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The Service would not be provided without such limitations. You acknowledge that the fees charged for the Service reflect this allocation of risk and these limitations of liability.

13. Indemnification

13.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless ADRO Log and its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your use of the Service in violation of these Terms
• Your Customer Data, including any claim that Customer Data infringes any third-party intellectual property rights
• Your violation of any applicable law, regulation, or third-party rights
• Any dispute between you and any Authorized User or third party
• Your negligence or willful misconduct

13.2 Indemnification Procedure

ADRO Log will: (a) promptly notify you in writing of any claim subject to indemnification; (b) provide you with reasonable cooperation in the defense of such claim at your expense; and (c) give you sole control of the defense and settlement of such claim, provided that you may not settle any claim in a manner that admits liability on the part of ADRO Log without our prior written consent.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms ("Dispute") informally by contacting each other and attempting in good faith to reach a mutually acceptable resolution within thirty (30) days.

14.2 Binding Arbitration

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION. The arbitration shall be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer Related Disputes.

The arbitration shall be conducted:

• In Miami-Dade County, Florida, or another mutually agreed location
• By a single arbitrator mutually selected by the parties, or if the parties cannot agree, appointed by the AAA
• In the English language

The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

15. Confidentiality

15.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such Confidential Information only for the purposes of exercising its rights and performing its obligations under these Terms.

15.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

15.3 Required Disclosures

A party may disclose Confidential Information if required by law, court order, or governmental authority, provided that the disclosing party gives the other party reasonable prior notice (to the extent legally permitted) to allow them to seek protective measures.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles. Subject to the arbitration provisions above, any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and ADRO Log regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral.

17.2 Amendments

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. For material changes that adversely affect your rights, we will provide at least thirty (30) days' notice via email or through the Service. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms.

17.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party to be effective.

17.4 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

17.5 Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets without your consent. Any attempted assignment in violation of this section shall be null and void.

17.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) due to circumstances beyond its reasonable control, including but not limited to: acts of God; natural disasters; war or armed conflict; terrorism; riots or civil unrest; epidemics or pandemics; government actions or orders; labor disputes; power failures; internet or telecommunications failures; or cyberattacks.

17.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

17.8 Third-Party Beneficiaries

These Terms do not confer any rights on any third party, except that ADRO Log's affiliates and licensors are intended third-party beneficiaries of these Terms.

17.9 Notices

All notices under these Terms shall be in writing and shall be deemed given: (a) upon personal delivery; (b) upon confirmation of receipt if sent by email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

17.10 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the U.S. Department of State.

17.11 Government Users

If you are a U.S. government entity, you acknowledge that the Service constitutes "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202, and is provided with only those rights as are granted to all other end users pursuant to these Terms.

18. Third-Party Services and Integrations

The Service may integrate with or provide access to third-party services, applications, websites, or resources ("Third-Party Services"). You acknowledge and agree that:

• ADRO Log is not responsible for the availability, accuracy, or content of Third-Party Services
• Your use of Third-Party Services is at your own risk and subject to the terms and privacy policies of those services
• ADRO Log has no obligation to monitor Third-Party Services and is not liable for any loss or damage caused by your use of Third-Party Services
• Third-Party Services may be modified, suspended, or discontinued at any time without notice

19. Service Level and Support

ADRO Log will use commercially reasonable efforts to maintain service availability. Service levels, support terms, and any applicable service credits are as set forth in any separate service level agreement ("SLA") that may be incorporated into your subscription. In the absence of a separate SLA, ADRO Log does not guarantee any specific level of service availability.

20. Compliance with Laws

You are solely responsible for ensuring that your use of the Service complies with all applicable laws, regulations, and industry standards, including but not limited to:

• Employment and labor laws in all applicable jurisdictions
• Data protection and privacy regulations (including GDPR, CCPA, and other applicable privacy laws)
• Industry-specific regulations and standards
• Anti-bribery and anti-corruption laws
• Export control and economic sanctions laws

21. Contact Information

If you have any questions about these Terms of Service, please contact us through our contact form or via the information below: