Terms of Use

Draft for attorney review. This document has not been reviewed by a lawyer and is not legal advice. Bracketed items such as [Company Legal Name] are placeholders. Where these terms and a signed Customer Agreement conflict, the signed agreement controls.

Last updated: October 25, 2026

These Terms of Use ("Terms") govern the Rota residency scheduling service (the "Service") provided by [Company Legal Name] ("Rota", "we", "us"). Part A applies to the hospital, university or program that subscribes to the Service (the "Institution"). Part B applies to every individual who signs in (an "End User"), such as residents, fellows, chiefs, coordinators and administrators.

Part A. Institution terms

A1. The Service

Rota provides a hosted web application for publishing call and shift schedules, handling swap, coverage and time-off requests, checking schedules against configured rules (such as duty-hour limits), generating candidate schedules and sending notifications. Features may change over time; we will not materially reduce core functionality during a paid term without notice.

A2. Accounts and administrators

The Institution designates chiefs or administrators who manage its programs, rosters and permissions. The Institution is responsible for keeping its roster accurate, removing access for people who leave, and for all activity under its programs.

A3. Customer Data belongs to the Institution

"Customer Data" means data the Institution or its End Users put into the Service, including rosters, schedules, requests, time-off records and preferences. As between the parties, the Institution owns Customer Data. The Institution grants Rota a limited right to host, process and display Customer Data only to provide, secure and support the Service, and as described in the Privacy Policy. Rota may use aggregated, de-identified data that does not identify the Institution or any individual to operate and improve the Service.

A4. Institution responsibilities

The Institution will:

  • have the rights and give the notices needed to put its workforce data into the Service;
  • not put protected health information (PHI) about patients, or other data the Service is not designed for (see A5), into the Service;
  • review generated schedules and rule checks before relying on them. Rota is a decision-support tool. The Institution remains responsible for its schedules, for duty-hour and accreditation compliance (for example, ACGME requirements), and for patient-care staffing.

A5. Prohibited data

The Service is not designed for, and the Institution and End Users must not enter: patient information or PHI under HIPAA; Social Security numbers, financial account or payment card numbers; or detailed medical information about End Users beyond the fact of a sick day. If prohibited data is entered, the Institution will remove it and tell us so we can help purge it from logs and backups.

A6. Security and confidentiality

Rota will maintain reasonable administrative, technical and physical safeguards appropriate to the data, as described in the Data & Security Summary. Rota will notify the Institution of a security incident affecting Customer Data without undue delay and within [72] hours of confirming it, and will cooperate in the response. Each party will protect the other's confidential information with reasonable care.

A7. Subprocessors

Rota uses the subprocessors listed in its subprocessor list. Rota will give the Institution [30] days' notice of a new subprocessor that processes Customer Data, and the Institution may object on reasonable grounds.

A8. Fees

Fees, if any, are set out in an order form. [Pilot programs may be provided free of charge for a limited period.] Fees are non-refundable except as stated in the order form or required by law.

A9. Term, termination, export and deletion

  • These Terms last for the subscription term in the order form, or until either party ends a free pilot with [30] days' written notice.
  • Either party may terminate for material breach not cured within [30] days of notice.
  • Export: for [30] days after termination, the Institution may export its Customer Data (schedules as CSV/ICS and roster data). On request, Rota will provide a full export in a standard format.
  • Deletion: after the export period, Rota deletes Customer Data from the production system within [30] days, and from backups as they expire on their normal cycle, unless law requires retention. On request, Rota will confirm deletion in writing.

A10. Warranties and disclaimers

Rota warrants that it will provide the Service in a professional manner consistent with these Terms. Except as expressly stated, the Service is provided "as is". Rota does not warrant that the Service will be uninterrupted or error-free, or that generated schedules or rule checks will be complete or correct for every situation. Pilot and beta features are provided without warranty.

A11. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or revenue; and (b) each party's total liability arising out of these Terms is limited to the greater of [the fees paid or payable by the Institution in the 12 months before the claim] or [USD $___]. These limits do not apply to [a party's indemnification obligations, breach of confidentiality, or a party's gross negligence or willful misconduct] [attorney to confirm carve-outs and any separate cap for data breaches]_.

A12. Indemnification

[Rota will defend the Institution against third-party claims that the Service infringes their intellectual property rights. The Institution will defend Rota against third-party claims arising from Customer Data the Institution had no right to provide, or from prohibited data it entered.] [attorney to draft]

A13. General

Governing law: [Governing Law State], without regard to conflict-of-law rules. Public institutions: where state law limits indemnities, governing law or venue for the Institution, those limits apply [attorney to review for state hospitals]. Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all assets. These Terms, the order form, the Privacy Policy and any signed Customer Agreement or data processing addendum are the entire agreement.

Part B. End User terms

B1. Who may use Rota

You may use Rota if your Institution has added you to a program roster. Your access is provided by your Institution and ends when your Institution removes you or its subscription ends.

B2. Your account

Sign in only as yourself. Keep access to your email account secure, because sign-in links are sent there. Do not share sign-in links or your personal calendar feed link; if you think someone else has your calendar link, reset it on your My account page.

B3. Acceptable use

You agree not to:

  • enter patient information (names, medical record numbers, room or bed numbers, diagnoses, or anything else about patients) in notes, reasons or any other field;
  • enter more medical detail about yourself than needed. "Sick" is enough for a sick call;
  • harass others, or use notes to send abusive or inappropriate messages;
  • try to access data you are not authorized to see, probe or test the Service's security without our written permission, or interfere with the Service;
  • use automated tools to access the Service except your calendar app's subscription feed;
  • copy, resell or reverse-engineer the Service.

We, or your Institution, may suspend access that violates these rules.

B4. Schedules are the Institution's

Your program's chiefs decide schedules and approve changes. A request in Rota is not approved until the Service shows it as approved. In an urgent staffing situation, follow your program's usual escalation process.

B5. Notifications

Rota sends email about requests that need you and decisions on your requests. You can turn off email notifications in My account; in-app notifications continue.

B6. Privacy

Our Privacy Policy explains how information is handled. Your Institution controls your roster and schedule data.

B7. Disclaimer and liability

The Service is provided by Rota to your Institution. To the extent permitted by law, Rota provides the Service to End Users "as is" and is not liable to End Users for indirect or consequential damages.

B8. Changes and contact

We may update these Terms and will post changes here. Questions: [Contact Email].