Customer Agreement
This Customer Agreement (the Agreement) is entered into as of the Effective Date below between Nagoh Creative, LLC, a Georgia limited liability company with its principal place of business in the State of Georgia, United States (RunSheets), and the customer identified below (Customer). Each is a party.
Order details
The fields below describe the Customer signing this Agreement, so they're completed individually for each customer at signing rather than in advance.
| Customer legal name | |
|---|---|
| State of formation / entity type | |
| Billing address | |
| Billing contact and email | |
| Notices email | |
| Effective Date | |
| Subscription plan | |
| Fee | per month |
| Initial Term | 12 months from the Effective Date |
| Renewal Term | 12 months, automatic unless notice is given |
| Optional features enabled | SMS / MMS messaging ☐ Location sharing ☐ Chat widget ☐ AI assistant ☐ |
Tick only the optional features the Customer actually wants. Each one carries its own obligations — messaging under clause 4.4, location under clause 4.5, and the AI assistant under clause 2.4 — and features that are not enabled do not process data.
1. Definitions and structure
1.1 In this Agreement:
- Service means the RunSheets hosted software, including the web and installable applications, the embeddable chat widget, and related services RunSheets makes available to Customer.
- Customer Data means all data Customer or its Users submit to, or that the Service generates for Customer within, the Service — including records about Customer's own customers, tickets, job photographs, invoices, technician records, chat conversations, and location records.
- User means an individual Customer authorises to use the Service under Customer's account.
- Personal Data has the meaning given in Exhibit A.
- Terms of Service means the terms published at runsheets.us/terms.html.
- Privacy Policy means the policy published at runsheets.us/privacy.html.
1.2 This Agreement consists of these clauses, the Order Details above, Exhibit A (Data Processing Addendum), and Exhibit B (Support), each incorporated by reference.
1.3 Order of precedence. Where there is a conflict, the following order governs: (a) the Order Details; (b) these clauses; (c) Exhibit A; (d) Exhibit B; (e) the Terms of Service; (f) the Privacy Policy. Where this Agreement is silent, the Terms of Service apply.
2. The Service
2.1 RunSheets grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for Customer's internal business purposes, subject to this Agreement.
2.2 RunSheets will provide the Service with reasonable skill and care, and will not materially decrease its overall functionality during a paid Term.
2.3 RunSheets may modify the Service. Where a modification would materially reduce functionality Customer relies on, RunSheets will give at least 30 days written notice, and Customer may terminate under clause 7.2(c) if the modification is materially adverse.
2.4 AI assistant. If enabled, the Service's AI assistant transmits Customer's questions and the account records needed to answer them to the AI subprocessor identified in Exhibit A. AI output is generated automatically, may be inaccurate, and is not reviewed by a person. Customer is responsible for verifying it before relying on it. RunSheets gives no warranty as to AI output, and will disable the feature on Customer's written request.
3. Where data is held
Customer should read this clause carefully before signing. It describes an arrangement that is convenient but that Customer should accept knowingly.
3.1 Customer's records are held in a Google Sheet and Google Apps Script project provisioned for Customer's account, reached only through an API layer that enforces access control. No other RunSheets customer can reach Customer's data through the Service.
3.2 RunSheets provisions and administers those Google resources under a Google account that RunSheets controls, so that Customer does not need its own Google Workspace subscription. The consequence is that RunSheets has technical administrative access to Customer's records. RunSheets will access them only to operate, support, secure, repair, or migrate the Service, to comply with law, or as Customer directs, and will limit that access to personnel who need it.
3.3 Customer may request in writing that its records be migrated to a Google account Customer controls. RunSheets will discuss feasibility in good faith and may charge a reasonable fee for the work.
3.4 The Service depends on third-party platforms listed in Exhibit A. Their availability is outside RunSheets' control, and clause 11.3 applies.
4. Customer obligations
4.1 Customer is responsible for its Users' acts and omissions, for keeping credentials secure, and for assigning roles correctly. Customer will notify RunSheets promptly of any suspected compromise.
4.2 Customer represents and warrants that it has all rights, consents, and permissions necessary for RunSheets to process Customer Data as contemplated by this Agreement and the Privacy Policy, and that its collection and use of Personal Data complies with applicable law.
4.3 Customer will maintain its own privacy notice to its customers and personnel, accurately describing what it collects — including photographs and location — and will handle requests those individuals make about their own information. RunSheets holds that data on Customer's behalf and will not alter or delete it except on Customer's instruction or as this Agreement requires.
4.4 Messaging. If SMS or MMS is enabled, Customer represents and warrants that, for every recipient, it has obtained and recorded the consent applicable law requires before any message is sent; that it will honour opt-outs promptly; and that it will comply with the Telephone Consumer Protection Act, CAN-SPAM, state calling and telemarketing rules, carrier requirements, and campaign registration requirements including A2P 10DLC. Customer will use the Service only for operational service messages, not marketing broadcasts. Message delivery depends on carriers and is not guaranteed.
4.5 Location. If location features are enabled, Customer acknowledges that the Service records technician location as described in the Privacy Policy, including tagging job photographs with the location of the device that took them, independently of the live location sharing setting. Customer is the employer and is solely responsible for giving its personnel any notice, and obtaining any consent, that applicable state law requires before location features are used, and for using location data only for legitimate business purposes.
4.6 Prohibited data. Customer will not submit payment card numbers, Social Security numbers, protected health information subject to HIPAA, financial account credentials, biometric identifiers, or government identification numbers. The Service is not designed for these categories and RunSheets does not accept them.
4.7 Customer will comply with the acceptable use provisions of the Terms of Service.
5. Fees and payment
5.1 Customer will pay the Fee stated in the Order Details, in advance for each billing period, without set-off.
5.2 Invoices are due on receipt. Undisputed amounts more than 15 days overdue may bear interest at 1.5% per month or the maximum permitted by law, and RunSheets may suspend the Service on 10 days written notice until the balance is paid.
5.3 Fees exclude sales, use, and similar taxes, which are Customer's responsibility, other than taxes on RunSheets' income.
5.4 RunSheets may change the Fee effective at the start of a Renewal Term on at least 30 days written notice before the renewal date. Customer may decline by giving notice of non-renewal under clause 6.2.
5.5 Fees are non-refundable except where this Agreement expressly provides otherwise.
6. Term
6.1 This Agreement begins on the Effective Date and continues for the Initial Term.
6.2 It renews automatically for successive Renewal Terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Term.
7. Termination
7.1 Either party may terminate for the other's material breach if the breach is not cured within 30 days of written notice describing it.
7.2 In addition:
- (a) RunSheets may terminate immediately for non-payment more than 30 days overdue after written notice, for use violating the acceptable use provisions, or where required by law.
- (b) Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.
- (c) Customer may terminate on 30 days written notice following a materially adverse modification under clause 2.3 or a security incident materially affecting Customer Data.
- (d) RunSheets may terminate for convenience on at least 60 days written notice, refunding prepaid Fees for the unused remainder of the Term.
7.3 On termination, Customer's right to use the Service ends, Fees accrued to that date become payable, and clause 8 governs Customer Data.
7.4 Survival. Clauses 1, 5 (for accrued amounts), 8, 9, 11, 12, 13, 14, 15 and Exhibit A survive termination.
7.5 Wind-down. If RunSheets ceases to operate the Service, it will give Customer at least 60 days written notice, keep the Service available for export during that period so far as reasonably practicable, and then delete Customer Data under clause 8.
8. Data, export and deletion
8.1 As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants RunSheets a limited licence to host, copy, transmit, display, and process Customer Data solely to provide, secure, support, and maintain the Service, and as Exhibit A permits.
8.2 RunSheets will not sell Customer Data, use it for advertising, use it to train its own AI models, or disclose it except as this Agreement, Exhibit A, or the Privacy Policy permits, or as legally compelled.
8.3 Customer may export tickets, customers, invoices, and reports as CSV, Excel, or PDF at any time through the Service. Customer is responsible for taking its own exports and should not rely on RunSheets as its only copy.
8.4 For 30 days after termination, RunSheets will keep Customer Data available for export and, on written request within that period, provide a copy in a machine-readable format. After that period RunSheets will delete Customer Data in accordance with Exhibit A, clause A.8.
8.5 RunSheets may retain Customer Data where legally required, and copies persisting in routine backups will be deleted as those backups age out on their normal cycle.
9. Confidentiality
9.1 Each party may receive the other's non-public information (Confidential Information). Customer Data is Customer's Confidential Information. The Service's non-public features, pricing, and documentation are RunSheets' Confidential Information.
9.2 The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least the care it uses for its own confidential information and no less than reasonable care, and disclose it only to personnel and advisers who need it and are bound by similar obligations.
9.3 These obligations do not apply to information that is or becomes public without breach, was already known free of obligation, is independently developed, or is lawfully obtained from a third party. If disclosure is legally compelled, the receiving party will give prompt notice where lawful and reasonable cooperation in seeking protective treatment.
10. Security
10.1 RunSheets will maintain the technical and organisational measures described in Exhibit A, clause A.6, and will not materially reduce them during the Term.
10.2 RunSheets will notify Customer without undue delay, and in any event within 72 hours of confirming a security incident affecting Customer's Personal Data, and will provide the information Customer reasonably needs to meet its own notification obligations. Clause A.9 sets out what the notice will contain.
10.3 Customer is responsible for security within its own control: credential hygiene, role assignment, device security, and promptly removing Users who leave.
11. Warranties and disclaimers
11.1 Each party warrants that it has authority to enter into this Agreement and that doing so does not breach any other agreement binding on it.
11.2 RunSheets warrants that it will provide the Service with reasonable skill and care and in accordance with clause 10.1.
11.3 The Service depends on third-party platforms. RunSheets is not liable for a third-party provider's outage, data loss, policy change, or discontinuation, but will use commercially reasonable efforts to restore service or migrate.
11.4 Except as expressly stated in clauses 11.1 and 11.2, and to the fullest extent permitted by law, the service is provided as is and as available, with all faults, and RunSheets disclaims all other warranties, express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement.
RunSheets does not warrant that the service will be uninterrupted, timely, secure, or error free, that defects will be corrected, that data will not be lost, or that any output of the service, including AI generated output, reports, invoices, calculations, or location records, will be accurate or complete. No service level or uptime commitment applies except as expressly set out in Exhibit B.
12. Limitation of liability
12.1 To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or anticipated savings, or for loss or corruption of data, arising out of or relating to this agreement, whether in contract, tort, negligence, strict liability, or otherwise, and whether or not the party was advised of the possibility of such damages.
12.2 To the fullest extent permitted by law, each party's total aggregate liability arising out of or relating to this agreement will not exceed the total fees paid or payable by customer under this agreement in the twelve months immediately preceding the event giving rise to the claim.
12.3 Clauses 12.1 and 12.2 do not apply to:
- (a) Customer's obligation to pay Fees;
- (b) either party's indemnification obligations under clause 13;
- (c) a party's breach of clause 9 (Confidentiality);
- (d) Customer's breach of clause 4.4, 4.5, 4.6, or 4.7; or
- (e) liability that cannot be limited by law, including fraud, wilful misconduct, gross negligence, and personal injury or death caused by negligence.
12.4 These limits apply even if a remedy fails of its essential purpose, and reflect an agreed allocation of risk: the Fee is set on the basis that RunSheets' exposure is limited as stated.
13. Indemnification
13.1 By Customer. Customer will defend, indemnify, and hold harmless RunSheets and its members, officers, and personnel from any third-party claim, and resulting losses, damages, liabilities, penalties, statutory damages, and reasonable legal fees, arising out of or relating to:
- (a) Customer Data, including any claim that it infringes third-party rights or was collected, stored, or used unlawfully;
- (b) messages, calls, or emails sent through Customer's account, including claims under the Telephone Consumer Protection Act or analogous state law;
- (c) Customer's collection or use of location data about its personnel or any other individual;
- (d) photographs taken or stored through Customer's account;
- (e) Customer's breach of clause 4; or
- (f) a dispute between Customer and its own customer or personnel.
13.2 By RunSheets. RunSheets will defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Service, used as permitted by this Agreement, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, use in breach of this Agreement, combination with anything RunSheets did not supply, or a modification RunSheets did not make. If such a claim arises or is likely, RunSheets may procure the right for Customer to continue using the Service, modify it to be non-infringing, or terminate and refund prepaid Fees for the unused remainder. This clause states RunSheets' entire liability for infringement.
13.3 Procedure. The indemnified party will give prompt written notice, allow the indemnifying party sole control of the defence and settlement (provided no settlement admitting fault or imposing a non-monetary obligation is made without consent, not unreasonably withheld), and give reasonable cooperation at the indemnifying party's expense.
14. Disputes and governing law
14.1 This Agreement is governed by the laws of the State of Georgia, without regard to conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
14.2 Escalation. Before commencing proceedings, the party raising a dispute will give the other written notice describing it, and the parties will attempt in good faith to resolve it within 30 days.
14.3 Failing that, the state and federal courts in Houston County, Georgia have exclusive jurisdiction, and each party consents to venue there.
14.4 Each party knowingly and voluntarily waives any right to trial by jury in any action arising out of or relating to this agreement, and agrees that claims may be brought only in an individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding.
14.5 Any claim must be brought within one year after it arises, except where a longer period is required by law.
14.6 Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
15. General
- 15.1 Entire agreement. This Agreement, its Exhibits, and the documents named in clause 1.3 are the entire agreement on this subject and supersede prior discussions and proposals. Neither party relies on any statement not set out in them.
- 15.2 Amendment. Amendments to these clauses must be in writing and signed by both parties. RunSheets may update the Terms of Service and Privacy Policy as those documents provide, but not in a way that conflicts with this Agreement.
- 15.3 Assignment. Neither party may assign without the other's written consent, except to a successor to all or substantially all of its business or assets on written notice. Any other assignment is void.
- 15.4 Severability and waiver. An unenforceable provision is modified to the minimum extent necessary or severed, and the rest remains in force. Failure to enforce is not a waiver.
- 15.5 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
- 15.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including third-party platform outages, network failures, natural disasters, and government action. This does not excuse payment.
- 15.7 Notices. Notices to RunSheets go to support@nagoh.us; notices to Customer go to the Notices email in the Order Details. Notice is effective on delivery, or the next business day if sent outside business hours.
- 15.8 Publicity. Neither party will use the other's name or marks publicly without prior written consent.
- 15.9 No third-party beneficiaries. This Agreement benefits only the parties.
- 15.10 Counterparts. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and together one agreement.
Signatures
The parties execute this Agreement as of the Effective Date.
RunSheets
Nagoh Creative, LLC
Signature
Name
Title
Date
Customer
Signature
Name
Title
Date
Exhibit A
Data Processing Addendum
This Addendum applies where RunSheets processes Personal Data on Customer's behalf and forms part of the Agreement. Where it conflicts with the other clauses, this Addendum governs as to the processing of Personal Data.
A.1 Definitions
Personal Data means information within Customer Data that identifies or is reasonably capable of being associated with an individual, and that is subject to applicable data protection law. Applicable Data Protection Law means United States federal and state privacy laws applicable to the processing, including the California Consumer Privacy Act as amended by the CPRA, and comparable laws in Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, and other states. Process, Business, Service Provider, Controller, Processor, Sell, and Share have the meanings given in Applicable Data Protection Law.
A.2 Roles
For Personal Data within Customer Data, Customer is the Controller or Business, and RunSheets is the Processor or Service Provider. Customer determines the purposes and means of processing; RunSheets processes only on Customer's documented instructions, which comprise the Agreement, the Privacy Policy, and Customer's configuration and use of the Service. RunSheets is a Controller for its own account, billing, and support records, as the Privacy Policy describes.
A.3 Scope of processing
| Subject matter | Provision of the Service under the Agreement. |
|---|---|
| Duration | The Term, plus the export window in clause 8.4. |
| Nature and purpose | Hosting, storage, organisation, retrieval, transmission, display, backup, deletion, and support — to operate dispatch, ticketing, invoicing, messaging, mapping, chat, and reporting. |
| Categories of data subject | Customer's personnel and Users; Customer's own customers and their contacts; visitors who use the chat widget on Customer's website. |
| Categories of Personal Data | Names, email addresses, telephone numbers, service and billing addresses, job and ticket details, free-text notes, invoices, photographs (including location tags), precise geolocation of Users who have location features enabled, chat message content, and audit records of actions taken in the account. |
| Sensitive data | Precise geolocation is treated as sensitive under some Applicable Data Protection Law. It is processed only for the operational purposes described in the Privacy Policy, and never to infer characteristics about an individual. Customer must not submit the categories prohibited by clause 4.6. |
A.4 RunSheets obligations
RunSheets will:
- (a) process Personal Data only on Customer's documented instructions, and notify Customer if it believes an instruction violates Applicable Data Protection Law;
- (b) not Sell or Share Personal Data, and not retain, use, or disclose it for any purpose other than performing the Service, or outside the direct business relationship with Customer, except as Applicable Data Protection Law permits;
- (c) not combine Personal Data with data received from another source, except as permitted for a Service Provider;
- (d) not use Personal Data to train RunSheets' own AI or machine learning models;
- (e) ensure personnel with access are bound by confidentiality obligations and receive access only as needed;
- (f) maintain the security measures in clause A.6; and
- (g) comply with its obligations as a Service Provider under Applicable Data Protection Law, and grant Customer the rights in clause A.10 to take reasonable steps to stop and remediate unauthorised use.
A.5 Subprocessors
Customer authorises RunSheets to engage the subprocessors below. RunSheets remains responsible for their performance, will impose data protection obligations no less protective than this Addendum, and will give Customer at least 30 days notice before adding or replacing one. Customer may object on reasonable data protection grounds within that period; if the parties cannot resolve the objection, Customer may terminate the affected part of the Service and receive a refund of prepaid Fees for the unused remainder.
| Subprocessor | Purpose | Location |
|---|---|---|
| Google LLC | Storage of account records (Sheets), per-account backend (Apps Script), geocoding and maps, web fonts | United States |
| Cloudflare, Inc. | API layer and account routing configuration | United States, global network |
| Twilio Inc. | SMS and MMS delivery | United States |
| GitHub, Inc. | Hosting of the public website | United States |
| DeepSeek | AI assistant responses, where the feature is enabled | China |
A.6 Security measures
RunSheets maintains at least the following:
- encryption of Personal Data in transit over public networks using current TLS;
- authentication of every API request against a session token with a limited lifetime;
- access control enforced server-side at the API layer rather than in the browser;
- logical separation of each customer's records into a distinct storage backend reached only through credentials held server-side;
- role-based restrictions on what each User can access;
- an audit log of significant actions within the account;
- administrative access limited to personnel who require it; and
- use of reputable infrastructure providers that maintain recognised security programmes.
RunSheets may change these measures provided the overall level of protection is not materially reduced.
A.7 Retention
RunSheets retains Personal Data for the periods stated in the Privacy Policy and summarised here: account and business records for the Term plus the export window; job photographs for as long as the record they attach to; location records for 30 days; chat conversations for 90 days; audit log entries for 24 months. Customer may delete records within the Service at any time.
A.8 Deletion and return
On termination, and on Customer's written request at any time, RunSheets will delete Personal Data or return it in a machine-readable format, at Customer's election, within 30 days of the request or the end of the export window, whichever is later. RunSheets may retain Personal Data where legally required, and copies in routine backups are deleted as those backups age out. RunSheets will certify deletion in writing on request.
A.9 Security incidents
RunSheets will notify Customer without undue delay, and in any event within 72 hours of confirming a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data. The notice will describe, so far as known: the nature of the incident and the categories and approximate number of records affected; the likely consequences; the measures taken or proposed; and a contact point. RunSheets will provide reasonable cooperation and information for Customer to meet its own notification obligations. Notification is not an admission of fault.
A.10 Assistance, audits and data subject requests
Taking into account the nature of the processing, RunSheets will provide reasonable assistance to Customer in responding to requests from individuals to access, correct, delete, or port their Personal Data, and in carrying out any data protection assessment Applicable Data Protection Law requires. If an individual contacts RunSheets directly about Personal Data held for Customer, RunSheets will not respond substantively but will forward the request to Customer promptly.
On reasonable written notice, and no more than once in any twelve months unless required by a regulator or following a security incident, RunSheets will make available information reasonably necessary to demonstrate compliance with this Addendum, and will respond to a reasonable security questionnaire. Any on-site audit is subject to confidentiality, reasonable scheduling, and Customer's reimbursement of RunSheets' reasonable costs.
A.11 Transfers
Personal Data is stored and processed in the United States, with one exception: where the AI assistant is enabled, the question asked and the account records needed to answer it are sent to DeepSeek, whose servers are located in China. Subprocessors operating global networks may also transmit data through other jurisdictions. If Customer requires RunSheets to process Personal Data subject to the GDPR or UK data protection law, the parties will agree a separate addendum with an appropriate transfer mechanism before such processing begins; this Addendum alone is not sufficient for that purpose.
A.12 Liability
Liability under this Addendum is subject to clause 12 of the Agreement, except where Applicable Data Protection Law does not permit such a limitation.
Exhibit B
Support
B.1 Channel. Support is provided by email to support@nagoh.us.
B.2 Hours. Monday to Friday, 9am to 5pm Eastern, excluding U.S. federal holidays.
B.3 Response targets. RunSheets will use commercially reasonable efforts to acknowledge:
| Severity | Description | Target acknowledgement |
|---|---|---|
| 1 — Critical | The Service is unavailable, or data is inaccessible, for all Users. | 4 hours during business hours |
| 2 — Significant | A major function is unusable and there is no reasonable workaround. | 1 business day |
| 3 — Minor | A function behaves incorrectly but there is a workaround. | 2 business days |
| 4 — Question | How-to questions, configuration help, feature requests. | 3 business days |
B.4 These are targets for acknowledgement, not commitments to resolve within a period. Resolution times depend on the cause, including causes within third-party platforms.
B.5 No uptime commitment. RunSheets does not offer a service level guarantee or service credits. Clause 11.4 applies. Where an outage originates with a third-party platform, RunSheets will keep Customer informed and pursue restoration with that provider.
B.6 Excluded. Support does not cover Customer's own hardware, network, or browsers outside current supported versions; training beyond reasonable onboarding; data entry; or custom development, each of which may be quoted separately.