These Terms of Service ("Terms") govern access to and use of the Carline Calling service (the "Service"), operated by Cornado, LLC ("Cornado", "we", "us", or "our"). Carline Calling is a product of Cornado, LLC. By using the Service, you agree to these Terms.
The Service is sold to schools ("Customer" or "School") under a separate subscription agreement or the subscription terms presented at signup. Where these Terms apply to an individual staff user, they apply to you as an authorized user of the School's account.
Acceptance and eligibility
By accessing or using the Service you represent that you are authorized by the School to do so, that you are at least 18 years of age and otherwise of legal age to enter into a binding contract where you reside, and that your use complies with applicable law. If you do not agree to these Terms, do not use the Service.
Accounts and access
Accounts are created by invitation from a School administrator. Each account is for a single individual; do not share credentials. You are responsible for maintaining the confidentiality of your login and for all activity under your account.
Authentication is handled by our identity provider (Clerk). Your use of the Service is also subject to Clerk's applicable terms for the authentication functionality it provides.
You must promptly notify us at support@carlinecalling.com of any suspected unauthorized use of an account.
Subscription, trial, and billing
Access to the Service is provided on a subscription basis. Plan terms, fees, billing frequency, trial length, and renewal behavior are described at the time the School signs up or in a separately executed order form.
- Free trial. If a free trial is offered, the School may cancel before the trial ends to avoid being charged.
- Renewals. Subscriptions renew automatically at the end of each term unless canceled. Fee changes will be notified at least 30 days in advance and take effect on the next renewal.
- Taxes. Fees are exclusive of taxes; the School is responsible for applicable taxes unless we are required to collect them.
- Late or failed payments. We may suspend access after a reasonable cure period if an invoice is unpaid. Data will be retained during suspension as described in Term and termination below.
- Refunds. Annual subscriptions are generally non-refundable. However, if the Service is not a good fit for the School or fails to work as described, we may at our discretion refund the unused portion of a prepaid annual subscription. To request a refund, contact us at support@carlinecalling.com.
Customer data and licenses
Customer Data means all information the School or its users upload, enter, or generate in the Service, including roster data, call events, stay requests, user display names, and settings. As between the parties, the School owns Customer Data.
The School grants Cornado a limited, non-exclusive license to host, process, transmit, display, back up, and otherwise use Customer Data solely to provide, support, and improve the Service, to meet legal obligations, and as otherwise permitted by the Privacy Policy and the Data Processing Agreement.
We do not use Customer Data for advertising, to build profiles of students, or to train external machine-learning models.
Acceptable use
You will not, and will not allow others to:
- Use the Service in violation of law or any third-party rights.
- Upload content that is unlawful, defamatory, harassing, or that infringes intellectual property or privacy rights.
- Probe, scan, attack, or disrupt the Service or its infrastructure.
- Attempt to circumvent authentication, authorization, or tenant-isolation controls, or access any data other than the School's own data.
- Reverse engineer, decompile, or attempt to derive source code of the Service.
- Use the Service to send spam, malware, or other harmful or unwanted communications.
- Use automated means (bots, scrapers) to access the Service except through interfaces we provide for that purpose.
- Resell, sublicense, or provide the Service to third parties as a service.
We may investigate suspected violations and may suspend or terminate access for material or repeated breaches.
School responsibilities
The School is responsible for:
- Obtaining any parental or guardian notices or consents required under law or its own policies before uploading roster data and using the Service for dismissal.
- The accuracy, completeness, and lawful use of roster data.
- Managing its administrators, staff users, and their permissions within the Service.
- Promptly removing users who no longer require access and rotating any credentials that may be compromised.
- Complying with applicable student-privacy and education laws in its jurisdiction.
Service availability and changes
We work to keep the Service available, but it is provided on a best-effort basis and may experience downtime for maintenance, upgrades, or circumstances outside our control. We do not commit to a specific uptime level under these Terms; any service-level commitments are made only in a separately executed service-level agreement.
We may add, modify, or remove features of the Service. We will not make material backwards-incompatible changes without reasonable notice.
Intellectual property and feedback
The Service, including its software, design, branding, and documentation, is owned by Cornado, LLC and protected by intellectual property laws. We grant the School and its authorized users a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms during the subscription term. All rights not expressly granted are reserved.
If you send us feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or compensation.
Confidentiality
Each party may receive non-public information from the other that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will protect it with at least the same care it uses for its own confidential information and will not use or disclose it except to perform under these Terms or as required by law.
Customer Data is the School's Confidential Information. The Service's non-public features, pricing, and roadmap are our Confidential Information.
Third-party services
The Service integrates with third-party services described in the Privacy Policy and Data Processing Agreement. Your use of those services may be subject to their own terms.
Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR IN A SEPARATELY EXECUTED AGREEMENT, 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, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT IT WILL MEET EVERY REQUIREMENT OR EXPECTATION.
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE SCHOOL TO CORNADO, LLC IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The foregoing limitations do not apply to: (a) a party's indemnification obligations; (b) breaches of confidentiality; (c) gross negligence or willful misconduct; or (d) a party's payment obligations.
Indemnification
The School will defend, indemnify, and hold harmless Cornado, LLC and its personnel from any third-party claim arising out of the School's roster data, its use of the Service in violation of these Terms or applicable law, or its failure to obtain any required parental or guardian notices or consents.
Cornado, LLC will defend, indemnify, and hold harmless the School from any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual property rights. If a claim of infringement is made or appears likely, we may, at our option and expense, modify the Service so it is non-infringing, obtain a license that permits continued use, or terminate the affected portion of the Service and refund any pre-paid fees for the unused portion of the term.
Term and termination
- Term. These Terms apply for as long as the School has an active subscription or a staff user has account access.
- Termination for convenience. The School may terminate its subscription in accordance with the plan terms. We may discontinue the Service with reasonable notice.
- Termination for cause. Either party may terminate for material breach not cured within 30 days of written notice.
- Effect of termination. On termination, access to the Service ends. We will delete or return Customer Data as described in the Data Processing Agreement.
- Survival. Sections that by their nature should survive termination will do so, including Customer Data licenses in effect up to deletion, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Miscellaneous.
Governing law and disputes
These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Marion County, Florida for any dispute arising out of or relating to these Terms or the Service.
Changes to these Terms
We may update these Terms from time to time. If we make material changes, we will notify administrators by email or through the Service before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
Miscellaneous
- Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Agreement, and any signed order form, constitute the entire agreement between the parties on the subject.
- Order of precedence. In case of conflict: a signed order form prevails over these Terms; these Terms prevail over the Privacy Policy; the Data Processing Agreement governs as to processing of personal data.
- Assignment. Neither party may assign without the other's consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all assets.
- Notices. Notices to us must be sent to support@carlinecalling.com. Notices to the School may be sent to the administrator email on file.
- Relationship. The parties are independent contractors. These Terms do not create any agency, partnership, or joint venture.
Contact
Questions about these Terms: email support@carlinecalling.com.