Terms of Service

These Terms of Service (“Terms”) govern access to and use of the MonoRo platform, the MonoRo mobile app and monoro.app (together, the “Platform”), provided by MonoRo Technologies LLC (“MonoRo”, “we”, “us”), a limited liability company organized under the laws of the State of Maine, with its address at 38 River Woods Dr, Scarborough, ME 04074, United States.

These Terms apply to every organization that uses the Platform through monoro.app, wherever it is located. A separate MonoRo entity serves customers in India under its own India Terms of Service. If your organization contracted with that entity, its terms apply to you and these do not.

These Terms apply to two kinds of user:

Customers

The business that subscribes to the Platform to run its operations. The individual who accepts these Terms for a Customer represents that they have authority to bind it.

End Users

Employees and staff who use the Platform because a Customer gave them access. Each End User accepts these Terms, as they apply to their own use, when setting their PIN.

1.1 How these Terms are accepted

These Terms are accepted electronically, by any of: (a) a Customer checking the acceptance box at checkout and placing an Order; (b) an End User checking the consent box when setting their PIN; (c) an authorized representative of the Customer emailing partnerships@monoro.app to confirm acceptance, quoting the version number above; or (d) continued use of the Platform after the effective date. Each is a binding electronic signature under the federal E-SIGN Act and the Maine Uniform Electronic Transactions Act. No handwritten signature is required. We record the date, version and account of each acceptance, and that record is evidence of it.

If you do not agree to these Terms, do not access or use the Platform.

Order

The checkout summary, order confirmation or invoice that sets out a subscription’s package, quantity, fees, currency, billing frequency and start date.

Subscription Term

The period set out in an Order, running from its start date until it is cancelled or terminated under these Terms.

Customer Data

All data, records, photos, video, audio and other content submitted to the Platform by a Customer or its End Users, including the AI results generated about that content.

Confidential Information

Has the meaning given in Section 8.

MonoRo is an operations platform for businesses with frontline and shift-based teams. Depending on the package and the features a Customer switches on, it includes:

• checklists, tasks and standard operating procedures, with photo and video proof;
• AI review of submitted evidence against the standard the Customer wrote;
• shift attendance with site perimeters, and optional clock-in photos and voice notes;
• asset and QR-code tracking, purchasing and inventory records;
• payroll and incentive calculations;
• alerts, reminders and escalations by push notification and email.

We may add, change or remove features. We will give at least 14 days’ notice before a change that materially reduces functionality a Customer is paying for.

4.1 Roles

Access is organized into Admin, Manager and Staff roles. A Customer’s Admin decides who holds which role and what they can see. We are not responsible for a Customer’s role configuration.

4.2 Account security

You sign in with your phone number, a one-time code sent to it, and a 4-digit PIN you set. Keep your PIN confidential; you are responsible for activity under your account. Tell us at partnerships@monoro.app straight away if you suspect someone else has used it. We will never ask for your PIN.

4.3 Accurate information and genuine evidence

Provide accurate information and genuine evidence. Submitting edited, staged, reused or someone else’s photos, video or recordings, or falsifying your location, is a material breach of these Terms.

4.4 Prohibited conduct

You may not: falsify location, attendance, task or evidence records; share your account with another person; resell, sublicense or give third parties access to the Platform; use it other than for the Customer’s own internal operations; reverse engineer, decompile or try to extract its source code or models, or bypass its perimeter or verification checks; probe, overload or interfere with its security or other customers’ data; or use it for anything unlawful. We may suspend access immediately while we investigate a suspected breach of this section.

4.5 Customer responsibility for End Users

The Customer is responsible for all activity under its account and its End Users’ accounts, and for making sure its End Users follow these Terms. Before giving anyone access, the Customer must tell them about these Terms and the Privacy Policy. The Customer will tell us promptly about any unauthorized access affecting its organization.

5.1 Privacy Policy

Our Privacy Policy explains what we collect, why, and the choices available. It forms part of these Terms.

5.2 Our role with Customer Data

The Customer decides what Customer Data is collected about its End Users and what happens to it, and is the controller (or “business”) for it. MonoRo processes Customer Data only to provide the Platform to that Customer and on its instructions, as its processor (or “service provider”). Where the California Consumer Privacy Act or a comparable law applies, MonoRo will not sell or share Customer Data, will not retain, use or disclose it for any purpose other than providing the Platform to the Customer, and will not combine it with data from other sources except as that law permits. MonoRo does not use Customer Data to train or fine-tune AI models.

5.3 Photos, location, recordings and monitoring

Some features capture clock-in photographs, location at the moment of capture, and voice recordings. The Customer chooses whether to switch them on, and is responsible for doing so lawfully. Before any End User is photographed, located or recorded, the Customer must give every notice and obtain every written consent the law requires, and must maintain any required retention and destruction policy — including, where they apply, the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, state laws requiring notice of electronic monitoring of employees, state recording-consent laws, and, for Customers outside the United States, the UK GDPR, EU GDPR or other local law. The Customer will give us reasonable evidence of that notice and consent on request.

MonoRo does not use these photographs to identify anyone, and does not create faceprints, face templates or scans of face geometry from them.

5.4 Communications, including text messages

The Customer confirms that it is entitled to give MonoRo each End User’s phone number and email address for these purposes.

5.5 Where data is stored

Customer Data for monoro.app is stored and processed on Google Cloud infrastructure in the United States. Some of MonoRo’s personnel and service providers work outside the United States, including in India, and may access Customer Data from there to operate and support the Platform, under the same contractual and technical controls. By accepting these Terms you acknowledge this, and that data protection law in those countries may differ from yours.

If your organization is subject to the UK GDPR, EU GDPR or Swiss data protection law and needs a Data Processing Addendum with Standard Contractual Clauses or the UK Addendum, contact partnerships@monoro.app before activating a subscription and we will put one in place.

6.1 Orders

The Platform is provided on a paid subscription. Each Order sets the package, quantity, fees, currency and billing frequency, and forms part of these Terms. If an Order conflicts with these Terms, the Order governs only its commercial terms; these Terms govern everything else.

6.2 Payment processing and authorization to charge

6.3 Price changes

We may change subscription prices on 30 days’ written notice to the Customer’s billing email. A new price applies from the first billing period starting after the notice period. A Customer that does not accept it may cancel under Section 6.5 before then.

6.4 Taxes

Prices are exclusive of taxes. As merchant of record, Dodo Payments calculates and collects any sales tax, VAT, GST or similar tax that applies to the Customer’s location at checkout, and a tax ID the Customer provides may change that treatment. The Customer is responsible for any other tax, duty or levy on its purchase. If the law requires the Customer to withhold tax from a payment, the Customer must increase the payment so that the full amount due is received after the withholding.

6.5 Refunds and cancellation

Pilots and trials may be covered by additional terms agreed in writing. Where none are agreed, these Terms apply in full.

The Platform — its software, models, prompts, designs, interface and content — belongs to MonoRo and its licensors. All rights not expressly granted are reserved.

During the Subscription Term, MonoRo grants the Customer and its End Users a limited, non-exclusive, non-transferable, revocable license to use the Platform for the Customer’s internal operations, within the quantities in its Order.

Customer Data belongs to the Customer. The Customer grants MonoRo a license to host, copy, process and display Customer Data only as needed to provide and support the Platform for that Customer. If you send us suggestions or feedback, we may use them without obligation to you.

Each party (the “Receiving Party”) will keep confidential all non-public technical, commercial, operational and financial information the other party discloses in connection with these Terms (“Confidential Information”), use it only to perform these Terms, and not disclose it without prior written consent, using at least reasonable care.

This does not apply to information that:

• is or becomes public through no fault of the Receiving Party;
• the Receiving Party already knew before it was disclosed;
• the Receiving Party develops independently, without using it; or
• must be disclosed by law or court order, provided the Receiving Party gives prompt notice where the law allows.

This obligation survives for 2 years after termination.

9.1 Disclaimer

The Platform is provided “as is” and “as available”. To the maximum extent permitted by law, MonoRo disclaims all warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Platform will be uninterrupted, error-free or that AI results will be accurate.

9.2 No service level agreement

Unless separately agreed in writing, there is no uptime guarantee or service level agreement. We use commercially reasonable efforts to keep the Platform available.

9.3 AI results

AI verdicts, scores and explanations are automated and can be wrong. The Customer must have a person review them before relying on them for any employment, disciplinary, compliance, safety or financial decision, and is responsible for the decisions it makes.

9.4 Limitation of liability

To the maximum extent permitted by law, MonoRo’s total liability arising out of or relating to these Terms or the Platform, whether in contract, tort (including negligence) or otherwise, will not exceed the fees the Customer actually paid for the Platform in the 3 months before the event giving rise to the claim. MonoRo will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data, goodwill or business opportunity, even if advised of their possibility.

9.5 Customer indemnity

The Customer will defend, indemnify and hold harmless MonoRo against any third-party claim, and resulting losses, arising from: (a) the Customer’s failure to give a notice or obtain a consent required under Section 5.3; (b) the Customer’s breach of law applicable to its employees or their data, including employment, biometric, monitoring and privacy law; (c) Customer Data; or (d) the Customer’s or its End Users’ misuse of the Platform.

9.6 Exceptions

Nothing in these Terms limits liability for fraud, gross negligence or willful misconduct, the Customer’s obligation to pay fees, or any liability that cannot be limited under applicable law.

These Terms start when you accept them and continue until every Order has expired or been terminated.

• By the Customer: at any time, as set out in Section 6.5. End Users can ask their Admin to deactivate their account.
• By MonoRo, for cause: immediately on written notice if the Customer (a) has not paid 7 days after being notified; (b) materially breaches Section 4.4, 5.3, 7 or 8 and does not cure it within 14 days of notice; (c) becomes insolvent, enters bankruptcy or makes an assignment for the benefit of creditors; or (d) uses the Platform in a way that creates material legal risk or reputational harm to MonoRo.
• By MonoRo, without cause: on 30 days’ written notice, with a pro-rata refund of any fees prepaid for the period after termination.
• Effect: the license ends at the end of the final paid period. Customer Data remains available for export for 90 days after termination and is then deleted from active systems as described in the Privacy Policy, except where the law requires us to keep it.

Sections 5.2, 7, 8, 9, 11 and 13, and any accrued payment obligations, survive termination.

Entire agreement

These Terms, each Order and the Privacy Policy are the entire agreement about the Platform and replace all prior proposals and discussions. Terms on a Customer purchase order have no effect.

Amendments

No amendment binds either party unless agreed in writing, except price and policy updates made under Sections 6.3 and 12.

Waiver

Not enforcing a provision is not a waiver of it.

Severability

If a provision is unenforceable, it is limited to the minimum extent necessary and the rest continues in effect.

Relationship

The parties are independent contractors. Nothing here creates a partnership, joint venture, employment or agency relationship.

Assignment

The Customer may not assign these Terms without MonoRo’s written consent. MonoRo may assign them to an affiliate or a successor on written notice.

Notices

Notices to MonoRo go to partnerships@monoro.app. Notices to a Customer go to the billing email on its Order or the email of its Admin.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for the obligation to pay fees already due.

Export and sanctions

The Customer will not use or give access to the Platform in breach of US export control or sanctions law, including from a comprehensively sanctioned country or by a person on a US government restricted-party list.

We may update these Terms. We will notify Customer Admins of material changes by email or in the Platform at least 14 days before they take effect, and publish the updated Terms at monoro.app/terms-of-service-us with a new effective date and version. Users may be asked to accept the updated Terms; continuing to use the Platform after the effective date also means accepting them.

These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Maine, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, a party must give written notice of the dispute and both parties will try in good faith to resolve it for 30 days. After that, the state and federal courts located in Cumberland County, Maine have exclusive jurisdiction, and each party consents to their jurisdiction and venue. Either party may still seek urgent injunctive relief in any competent court to protect its intellectual property or Confidential Information.

Questions about these Terms: