Terms of Service

These Terms of Service ("Terms") govern access to and use of Staffia, including the application at staffia.pages.dev, the Staffia APIs, and any related services (collectively, the "Service"). The Service is provided by Staffia ("Staffia," "we," "our," or "us"). By creating an account, accessing the Service, or clicking a button indicating acceptance, you agree to these Terms on behalf of yourself and the entity you represent. If you do not agree, do not use the Service.

1. The Service

Staffia is software that helps nurse staffing agencies match nurses to shifts, send SMS booking links, escalate unfilled shifts via voice calls, and coordinate operational data. The exact features available to you depend on the rollout and commercial terms we agree with you in writing.

2. Eligibility and Accounts

You must be at least 18 years old and authorized to bind the entity ("Customer") on whose behalf you sign up. You agree to provide accurate information, keep it up to date, and maintain the security of your credentials. You are responsible for all activity that occurs under your account, whether or not authorized by you, until you notify us of unauthorized access.

Each end user (admin, coordinator, or other role) must use their own login. Sharing accounts is prohibited.

3. Commercial Terms

3.1 Order forms and written agreements

Commercial terms for the Service, including any fees, usage limits, rollout commitments, or support scope, will be set out in an order form, invoice, statement of work, or other written agreement between you and Staffia. If there is a conflict between these Terms and a signed commercial agreement, the commercial agreement controls for that subject matter.

3.2 Payment and overdue balances

You agree to pay the fees described in your written agreement with Staffia. If an invoice is not paid on time, we may pause billable features such as creating shifts, sending SMS dispatches, initiating escalation calls, or inviting new team members until the account is brought current. Read access to your data and the ability to wind down existing shifts may remain available so you can manage the pause.

3.3 Cancellation and changes

You may cancel or change the Service by contacting us, subject to any notice periods, minimum commitments, or renewal terms in your written agreement with Staffia. Unless we agree otherwise in writing, changes take effect prospectively and do not entitle you to refunds for prior periods.

4. Acceptable Use

You agree not to:

• Use the Service to violate any law or regulation, including the Telephone Consumer Protection Act ("TCPA"), CAN-SPAM, or applicable state telemarketing or labor laws.
• Upload contact information for individuals who have not given the legally required consent to receive SMS or voice communications from your agency.
• Send unsolicited bulk messages, spam, or content unrelated to staffing operations.
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except where prohibition is not allowed by law.
• Probe, scan, or test the vulnerability of the Service without our prior written authorization.
• Interfere with or disrupt the Service, the servers or networks that host it, or other customers' use of it.
• Use the Service to transmit malicious code or to attempt to gain unauthorized access to any account, system, or data.
• Resell, sublicense, or otherwise make the Service available to third parties outside of your own staffing operation.
• Use the Service for any purpose other than legitimate nurse staffing operations.

We may suspend or terminate accounts that violate the Acceptable Use rules at our discretion, including without notice in cases of urgent risk.

5. SMS Consent and TCPA Responsibility

You are solely responsible for obtaining each nurse's express prior written consent to receive SMS and voice messages before adding them to your roster, in the form required by applicable law. By uploading a nurse's contact information, you represent that you have obtained the necessary consent and that you have a written record of it. You will indemnify Staffia for any TCPA, FCC, or state telemarketing claims arising from messages sent to recipients for whom valid consent was not obtained.

6. Customer Data

"Customer Data" means the data you upload to or generate through the Service, including nurse rosters, facility lists, shifts, and message logs. As between you and Staffia, you own all Customer Data. You grant Staffia a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and back up Customer Data solely as needed to provide and improve the Service.

We do not use Customer Data from one Customer to benefit any other Customer. We do not sell Customer Data. We may use anonymized, aggregated metrics about Service usage (e.g., average number of shifts per agency) for analytics and product improvement.

Agency admins can download a JSON export of their Customer Data at any time while the account is active from the Settings page. After termination, we retain Customer Data for the period described in the Privacy Policy and then delete or anonymize it.

7. Confidentiality

Each party agrees to protect the other's confidential information using the same degree of care it uses for its own confidential information of similar sensitivity, and not less than reasonable care. Confidential information does not include information that is publicly known, lawfully obtained from a third party without confidentiality obligations, or independently developed.

8. Intellectual Property

The Service, including all software, designs, logos, trademarks, and documentation, is the property of Staffia or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes during the term of your access to the Service. No other rights are granted, expressly or by implication.

If you provide us with feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without any obligation to you.

9. Third-Party Services

The Service relies on third-party providers (Supabase, Cloudflare, Twilio, Bland AI, and others identified in the Privacy Policy). Your use of the Service is also subject to those providers' terms when applicable. We are not responsible for outages, errors, or actions of third-party providers, but we will work in good faith to choose reliable vendors and to mitigate any issues that affect the Service.

10. Service Availability

We aim to keep the Service available 24/7, but we do not guarantee uninterrupted access. We may perform scheduled maintenance and we may make emergency changes to address security or stability issues. Where reasonable, we will provide advance notice of planned downtime through the Service or by email.

11. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL MEET YOUR PARTICULAR REQUIREMENTS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL STAFFIA OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above may not apply to you.

13. Indemnification

You will defend, indemnify, and hold harmless Staffia and its officers, employees, and agents from any third-party claim, demand, loss, or damage (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any law or third-party right, including TCPA or other communications laws; or (d) Customer Data you uploaded to the Service.

14. Term and Termination

These Terms remain in effect until terminated. You may terminate your account at any time. We may suspend or terminate your account if you violate these Terms, fail to pay fees, or if we determine in good faith that continued service poses a security or legal risk.

On termination, your right to access the Service ends immediately. Sections that by their nature should survive termination (including ownership, indemnification, disclaimers, limitation of liability, and dispute resolution) will survive.

15. Changes to These Terms

We may update these Terms from time to time. We will revise the "Last updated" date at the top of the page. For material changes, we will provide notice through the Service or by email at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. Any dispute arising out of or related to these Terms or the Service will be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts. Nothing in this Section limits either party's ability to seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

17. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any order form or written agreement between us, constitute the entire agreement between you and Staffia regarding the Service and supersede all prior understandings.

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

No Waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision or any other.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (natural disasters, acts of war, internet outages, third-party provider failures, etc.).

Notices. Notices to you may be sent by email to the address on file. Notices to us must be sent to the email address below.

18. Contact Us

For questions about these Terms, contact us at:

Staffia
Email: legal@staffia.ai