Terms of Service | cradleOS

1. Introduction & Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and cradleOS ("cradleOS," "we," "us," or "our") governing your access to and use of the cradleOS website at cradleos.com, the cradleOS application at app.cradleos.com, and any related services, features, content, or applications we offer (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of an organization (such as a childcare center), you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and to that organization.

2. Overview of the Service

cradleOS is a childcare center management platform ("CRM") that provides tools for attendance tracking, billing, staff management, family communication, and center administration. The Service is designed for use by two categories of users:

Providers: Childcare center administrators and staff who manage center operations through the Service.
Guardians: Parents and guardians who interact with the Service to receive updates, communications, and manage their child's enrollment and account information.

cradleOS is intended for use in connection with licensed childcare centers. The Service is not intended to replace professional judgment or to serve as a substitute for qualified childcare supervision.

3. Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes, we will provide notice through the Service, by email, or by other reasonable means. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service.

We encourage you to periodically review these Terms. The "Effective date" at the top of this page indicates when these Terms were last revised.

4. Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, and share your information. By using the Service, you consent to the data practices described in the Privacy Policy.

5. Account Registration & Security

5.1 Registration

To access certain features of the Service, you must create a cradleOS account. When registering, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

5.2 Age Requirement

You must be at least 18 years of age to create an account and use the Service. By creating an account, you represent and warrant that you are at least 18 years old.

5.3 Authorized Users

Provider accounts may invite or authorize additional users (such as staff members) to access the Service under their organization's account. The Provider account holder is responsible for all activity conducted by authorized users under their account and for ensuring that all authorized users comply with these Terms.

5.4 Account Security

You are responsible for safeguarding the password and credentials associated with your account. You agree not to share your account credentials with any third party. You must promptly notify us at feedback@cradleos.com of any unauthorized access to or use of your account. cradleOS will not be liable for any losses arising from unauthorized use of your account.

6. Acceptable Use

You agree to use the Service only for its intended purpose of childcare center management and in compliance with all applicable laws and regulations. You agree that you will not, and will not permit any third party to:

Use the Service for any unlawful, fraudulent, or malicious purpose
Violate any applicable local, state, national, or international law or regulation
Infringe the intellectual property rights or other rights of any third party
Upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
Upload any content that contains software viruses, malware, or any other computer code designed to interrupt, destroy, or limit the functionality of any computer software or hardware
Interfere with or disrupt the Service, servers, or networks connected to the Service
Attempt to gain unauthorized access to any portion of the Service or any systems or networks connected to the Service
Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
Remove, alter, or obscure any proprietary notices, labels, or marks on the Service
Use the Service to collect, store, or process personal data in violation of applicable privacy laws
Resell, sublicense, lease, or redistribute the Service or access to the Service without our prior written consent
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity
Use the Service in any manner that could damage, disable, overburden, or impair the Service
Use the Service to send unsolicited communications, promotions, advertisements, or spam

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this section, including removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

7. Intellectual Property Rights

7.1 cradleOS Property

The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, trademarks, service marks, copyrights, photographs, audio, video, and all intellectual property rights related thereto (collectively, "cradleOS Content"), are the exclusive property of cradleOS and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any cradleOS Content.

7.2 Feedback

If you provide us with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), you hereby assign to cradleOS all right, title, and interest in and to the Feedback, and we shall be free to use, disclose, reproduce, license, and otherwise exploit the Feedback in any manner without obligation or compensation to you.

8. User Content

8.1 Ownership

You retain all ownership rights in the data and content you submit, post, or display through the Service ("User Content"). You are solely responsible for the accuracy, quality, legality, and appropriateness of your User Content.

8.2 License to cradleOS

By submitting, posting, or displaying User Content on or through the Service, you grant cradleOS a worldwide, non-exclusive, royalty-free license to use, reproduce, process, adapt, modify, and display your User Content solely for the purpose of providing, maintaining, and improving the Service. This license exists only for as long as you use the Service and your User Content remains on the Service, and terminates when your User Content is deleted from the Service.

8.3 Representations

You represent and warrant that you have all rights, power, and authority necessary to grant the above license and that your User Content does not violate any law, regulation, or these Terms.

9. Copyright Infringement

cradleOS respects the intellectual property rights of others and expects users of the Service to do the same. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information in accordance with the Digital Millennium Copyright Act ("DMCA"):

A physical or electronic signature of the copyright owner or a person authorized to act on their behalf
Identification of the copyrighted work claimed to have been infringed
Identification of the material that is claimed to be infringing and where it is located on the Service
Your contact information, including address, telephone number, and email address
A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law
A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

10. Third-Party Links & Services

The Service may contain links to third-party websites or services that are not owned or controlled by cradleOS. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that cradleOS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

11. Service Modifications

cradleOS reserves the right at any time to modify, suspend, or discontinue the Service (or any part or content thereof) with or without notice. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. We strive to maintain reliable uptime but do not guarantee uninterrupted access to the Service.

12. Fees & Subscriptions

12.1 Pricing

Certain features of the Service may be offered on a subscription basis for a fee. You agree to pay all fees associated with the subscription plan you select. cradleOS reserves the right to change the fees for the Service at any time upon reasonable notice. If you do not agree to a fee change, you may cancel your subscription before the change takes effect.

12.2 Billing

Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You are responsible for all applicable taxes.

12.3 Refunds

Subscription fees are generally non-refundable except as required by law or as otherwise stated in a separate written agreement. If you cancel your subscription, you will retain access to paid features through the end of your current billing period.

12.4 Free Tier

cradleOS may offer a free tier or free trial of the Service. We reserve the right to modify or discontinue the free tier or trial at any time without notice.

13. Termination

13.1 Termination by You

You may terminate your account at any time through the Application settings or by contacting us at feedback@cradleos.com. Upon termination, your right to use the Service will immediately cease.

13.2 Termination by cradleOS

We may suspend or terminate your access to the Service, without prior notice or liability, for any reason, including if you breach these Terms or engage in conduct that we determine, in our sole discretion, is harmful to the Service, other users, or third parties. We may also terminate inactive accounts after a reasonable period of inactivity.

13.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. Your User Content will be deleted in accordance with our Privacy Policy. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, limitation of liability, indemnification, and dispute resolution.

14. Disclaimer of Warranties

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, CRADLEOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CRADLEOS DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

CRADLEOS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE, AND CRADLEOS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDER.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CRADLEOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CRADLEOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF CRADLEOS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE TOTAL AMOUNT YOU HAVE PAID TO CRADLEOS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT CRADLEOS HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

16. Indemnification

You agree to defend, indemnify, and hold harmless cradleOS, its officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, trademark, trade secret, or privacy right; or (d) any claim that your User Content caused damage to a third party. This indemnification obligation will survive termination of these Terms and your use of the Service.

17. Dispute Resolution & Arbitration

17.1 Informal Resolution

Before filing a claim against cradleOS, you agree to try to resolve the dispute informally by contacting us at feedback@cradleos.com. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, you or cradleOS may bring a formal proceeding.

17.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Service (collectively, "Disputes") that is not resolved informally shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules. The arbitration will be conducted in San Francisco, California, unless you and cradleOS agree otherwise. Each party will be responsible for paying any filing, administrative, and arbitrator fees in accordance with AAA rules. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

17.3 Class Action Waiver

YOU AND CRADLEOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and cradleOS agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.

17.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. To the extent that any lawsuit or court proceeding is permitted hereunder, you and cradleOS agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

19. Miscellaneous

19.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and cradleOS concerning the Service and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

19.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

19.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

19.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. cradleOS may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

19.5 Notices

Any notices or other communications provided by cradleOS under these Terms will be given by posting to the Service or by email to the address associated with your account.

20. Contact Us

If you have any questions about these Terms of Service, please contact us at feedback@cradleos.com.