1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you and ColTech Inc DBA CoverMate ("CoverMate," "we," "us," or "our") governing your access to and use of the CoverMate website located at https://covermate.app, the CoverMate scheduling application, and any related services, features, content, or applications (collectively, the "Service").
By accessing or using the Service, by creating an account, or by clicking to accept these Terms when that option is made available to you, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree to these Terms, you may not access or use the Service.
If you are entering into these Terms on behalf of a school, district, company, or other organization (a "Customer"), you represent and warrant that you have the authority to bind that organization to these Terms, in which case "you" and "your" refer to that organization.
2. Definitions
"Account" means the account you register to access and use the Service.
"Authorized User" means an individual whom a Customer permits to access and use the Service under the Customer's Account, such as administrators, staff members, and other personnel.
"Customer Data" means all data, information, and content that you or your Authorized Users submit to, upload to, or generate through the Service, including scheduling information, staff records, and assignment data.
"Documentation" means any user guides, help materials, or instructions we make available for the Service.
"Subscription" means a paid or free plan that grants access to the Service for a defined term.
3. Description of the Service
CoverMate provides a cloud based platform that helps schools and organizations manage duty scheduling, coverage assignments, and related staff coordination tasks. The specific features available to you depend on the Subscription plan you select. We may add, modify, or remove features of the Service from time to time as described in these Terms.
4. Eligibility and Accounts
4.1 Eligibility
The Service is intended for use by organizations and their authorized personnel. You must be at least 18 years of age, or the age of legal majority in your jurisdiction, to create an Account or accept these Terms. The Service is not directed to children, and we do not knowingly permit children to register Accounts.
4.2 Account Registration
To use most features of the Service, you must register for an Account and provide accurate, current, and complete information. You agree to keep your Account information up to date.
4.3 Account Security
You are responsible for safeguarding your Account credentials and for all activity that occurs under your Account. You agree to notify us promptly at support@covermate.app if you become aware of any unauthorized use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your credentials.
4.4 Authorized Users
A Customer is responsible for its Authorized Users, including their compliance with these Terms and any acts or omissions that would constitute a breach of these Terms if taken by the Customer. The Customer is responsible for maintaining the confidentiality of all Authorized User credentials and for promptly deactivating access for any Authorized User who should no longer have it.
5. Subscriptions, Fees, and Payment
5.1 Plans and Fees
Certain features of the Service require a paid Subscription. Fees, billing frequency, and plan details are presented to you at the time of purchase or as otherwise agreed in a separate written order. All fees are stated in U.S. dollars unless otherwise specified.
5.2 Billing and Renewal
Unless otherwise stated in your plan or order, Subscriptions renew automatically at the end of each billing period at the then current rates. You authorize us, or our third party payment processor, to charge your designated payment method for all applicable fees. You may cancel renewal at any time as described in Section 11, and cancellation takes effect at the end of the current billing period.
5.3 Taxes
Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, excluding taxes based on our net income.
5.4 Changes to Fees
We may change our fees from time to time. We will provide you with advance notice of any fee changes that affect your Subscription, and changes will take effect at the start of your next billing period following the notice.
5.5 Refunds
Except where required by applicable law or expressly stated otherwise in writing, fees are non refundable and payments are not refundable for partial billing periods.
5.6 Free Trials and Free Plans
We may offer free trials or free plans. We may modify or discontinue free trials or free plans at any time. If you do not cancel before the end of a free trial, you may be charged for the applicable Subscription unless we state otherwise at signup.
6. Acceptable Use
You agree not to, and not to permit any Authorized User or third party to:
- Use the Service in violation of any applicable law, regulation, or these Terms;
- Upload or transmit any content that is unlawful, harmful, infringing, defamatory, or that violates the rights of others;
- Access or attempt to access any part of the Service, systems, or data that you are not authorized to access;
- Interfere with, disrupt, or impose an unreasonable load on the Service or its infrastructure;
- Introduce any virus, malware, or other harmful code into the Service;
- Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that restriction is prohibited by applicable law;
- Copy, modify, distribute, sell, resell, or create derivative works of the Service without our prior written consent;
- Use the Service to build a competing product or service, or to benchmark it for that purpose;
- Remove, obscure, or alter any proprietary notices on the Service; or
- Use the Service to send unsolicited communications in violation of applicable law.
We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this Section, including suspending or terminating their access to the Service.
7. Customer Data
7.1 Ownership
As between you and us, you retain all right, title, and interest in and to your Customer Data. We do not claim ownership of your Customer Data.
7.2 License to Us
You grant us a limited, non exclusive, worldwide, royalty free license to host, store, process, transmit, display, and use your Customer Data solely as necessary to provide, maintain, secure, and improve the Service, to comply with applicable law, and as otherwise permitted by these Terms and our Privacy Policy.
7.3 Your Responsibilities
You are responsible for the accuracy, quality, and legality of your Customer Data and for ensuring that you have all rights, consents, and permissions necessary to submit your Customer Data to the Service and to authorize us to process it as described in these Terms.
7.4 Aggregated and De-Identified Data
We may generate aggregated or de-identified data derived from use of the Service that does not identify you, any individual, or any Customer. We may use such aggregated and de-identified data for any lawful business purpose, including to operate, analyze, and improve the Service.
8. Privacy and Data Protection
Our collection and use of personal information in connection with the Service is described in our Privacy Policy at https://covermate.app/privacy. By using the Service, you acknowledge that you have reviewed the Privacy Policy.
Where the Service is used in an educational setting, the parties acknowledge that certain data may be subject to laws governing the privacy of student and educational records, including the Family Educational Rights and Privacy Act (FERPA) and the Children's Online Privacy Protection Act (COPPA), and to applicable state student privacy laws. To the extent we process information governed by such laws on a Customer's behalf, we will do so in accordance with the Privacy Policy and any separate data protection or data processing agreement executed between the parties. If you require a separate data protection agreement, contact us at support@covermate.app.
We implement reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.
9. Intellectual Property
9.1 Our Rights
The Service, including its software, design, text, graphics, logos, and all other content (excluding Customer Data), and all intellectual property rights in the foregoing, are and remain the exclusive property of ColTech Inc DBA CoverMate and its licensors. Except for the limited rights expressly granted to you in these Terms, no rights are granted to you in or to the Service.
9.2 License to You
Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non exclusive, non transferable, non sublicensable right to access and use the Service during your Subscription term solely for your internal business or educational purposes.
9.3 Feedback
If you provide us with suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty free license to use that feedback for any purpose without obligation or compensation to you.
10. Third-Party Services
The Service may integrate with or contain links to third party websites, products, or services that we do not own or control. We provide these for your convenience and are not responsible for the content, availability, or practices of any third party service. Your use of any third party service is subject to that third party's own terms and policies.
11. Term, Suspension, and Termination
11.1 Term
These Terms remain in effect for as long as you use the Service or maintain an Account.
11.2 Termination by You
You may stop using the Service and terminate your Account at any time. If you have a paid Subscription, termination takes effect at the end of your current billing period unless otherwise agreed in writing.
11.3 Suspension and Termination by Us
We may suspend or terminate your access to all or part of the Service, with or without notice, if we reasonably believe that you have violated these Terms, that your use poses a security or legal risk, that your account is overdue on payment, or that suspension or termination is necessary to comply with applicable law or protect the Service or other users.
11.4 Effect of Termination
Upon termination, your right to access and use the Service ends. Following termination, we may delete your Customer Data in accordance with our standard data retention practices and the Privacy Policy. You are responsible for exporting any Customer Data you wish to retain before termination becomes effective. We are not liable to you for any deletion of Customer Data carried out in accordance with these Terms.
11.5 Survival
Sections that by their nature should survive termination, including those relating to Customer Data ownership, intellectual property, fees accrued before termination, disclaimers, limitations of liability, indemnification, and governing law, survive termination of these Terms.
12. Disclaimers
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE OR PRESERVED WITHOUT LOSS. ANY MATERIAL OR DATA OBTAINED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ColTech Inc DBA CoverMate, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO US FOR THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Indemnification
You agree to defend, indemnify, and hold harmless ColTech Inc DBA CoverMate and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your Customer Data, your use of the Service, your violation of these Terms, or your violation of any applicable law or the rights of any third party.
15. Modifications to the Service and Terms
15.1 Changes to the Service
We may modify, update, or discontinue the Service or any of its features at any time. We will use reasonable efforts to notify you of material changes that adversely affect your use of the Service.
15.2 Changes to These Terms
We may revise these Terms from time to time. When we make material changes, we will notify you by updating the "Last Updated" date above and, where appropriate, by providing additional notice such as an email or an in product message. Changes become effective when posted unless otherwise stated. Your continued use of the Service after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.
16. Governing Law and Dispute Resolution
16.1 Governing Law
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida, without regard to its conflict of laws principles.
16.2 Venue
Subject to Section 16.3, you agree that any legal action or proceeding arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Marion County, Florida, and you consent to the personal jurisdiction of those courts.
16.3 Informal Resolution
Before filing a claim, you agree to try to resolve the dispute informally by contacting us at support@covermate.app. We will attempt in good faith to resolve the dispute through informal negotiation within sixty days of the notice.
17. General Provisions
17.1 Entire Agreement
These Terms, together with the Privacy Policy and any order or written agreement referencing these Terms, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings on that subject.
17.2 Severability
If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
17.3 Waiver
Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision. Any waiver must be in writing to be effective.
17.4 Assignment
You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
17.5 Force Majeure
We are not liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, internet or utility failures, labor disputes, or governmental actions.
17.6 Relationship of the Parties
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship between the parties.
17.7 Notices
We may provide notices to you by email to the address associated with your Account, by posting within the Service, or by posting on the website. You may provide notices to us at support@covermate.app.
18. Contact Us
If you have any questions about these Terms, please contact us at:
ColTech Inc DBA CoverMate 2600 SE Lake Weir Ave, Ocala, FL 34471 support@covermate.app https://covermate.app