Terms of Service

1. Introduction and Binding Agreement

Welcome to Cordinova ("we," "our," "us," or "Company"). These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Cordinova, Inc., governing your access and use of our workforce management platform, including any website, mobile application, software, tools, features, and services offered by Cordinova (collectively, the "Service" or "Platform").

BY ACCESSING, BROWSING, OR USING OUR SERVICE IN ANY MANNER, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, INCLUDING THE MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER SET FORTH IN SECTION 14. If you do not agree to all of these Terms, you are expressly prohibited from using the Service and must discontinue use immediately.

These Terms apply to all users of the Service, including without limitation users who are browsers, vendors, customers, merchants, employers, employees, and/or contributors of content.

2. Eligibility

To use our Service, you must be at least 18 years old, possess the legal capacity to form a binding contract with Cordinova, and not be barred from receiving services under the laws of the United States or other applicable jurisdictions. By using our Service, you represent and warrant that you meet these requirements. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Critical Payroll and Compliance Disclaimers

IMPORTANT: PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS CRITICAL INFORMATION REGARDING YOUR USE OF PAYROLL-ADJACENT FEATURES.

3.1 No Payroll Processing Services. Cordinova is a scheduling and workforce management platform. WE DO NOT PROCESS PAYROLL, CALCULATE TAXES, FILE TAX RETURNS, OR PROVIDE PAYROLL SERVICES. Any time-tracking, hours calculation, or similar features are provided solely as tools to assist you in your own payroll processes. You are solely responsible for all payroll processing, tax calculations, tax withholdings, tax filings, wage payments, and compliance with all applicable employment, labor, and tax laws.

3.2 Not Legal, Accounting, or HR Advice. The Service does not provide and should not be construed as providing legal, tax, accounting, human resources, or other professional advice. You are solely responsible for ensuring compliance with all applicable federal, state, and local laws, including but not limited to: Fair Labor Standards Act (FLSA), state wage and hour laws, tax regulations, employment laws, overtime regulations, break time requirements, record-keeping requirements, and all other applicable regulations. YOU SHOULD CONSULT WITH QUALIFIED LEGAL, TAX, AND ACCOUNTING PROFESSIONALS REGARDING YOUR SPECIFIC OBLIGATIONS.

3.3 Data Accuracy and Verification. While we strive to provide accurate tools, YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL DATA, CALCULATIONS, AND REPORTS GENERATED BY THE SERVICE. This includes but is not limited to: employee hours, overtime calculations, wage calculations, time entries, schedule accuracy, and any other data or calculations. You must independently verify all information before using it for payroll, compliance, or any other purpose.

3.4 Compliance Responsibility. You acknowledge and agree that you are solely responsible for: (a) compliance with all applicable employment and labor laws; (b) accurate classification of workers (employee vs. independent contractor, exempt vs. non-exempt); (c) payment of all wages, overtime, and benefits; (d) all tax withholdings and filings; (e) maintenance of required employment records; (f) compliance with meal and rest break requirements; and (g) all other employment-related obligations. Cordinova assumes no liability for your compliance or non-compliance with any laws or regulations.

3.5 No Liability for Payroll Errors. CORDINOVA SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY PAYROLL ERRORS, MISCALCULATIONS, TAX PENALTIES, WAGE CLAIMS, LABOR VIOLATIONS, OR ANY OTHER EMPLOYMENT-RELATED CLAIMS OR DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE. You acknowledge that the Service is a tool only and that you bear all responsibility for payroll accuracy and legal compliance.

4. Account Registration and Security

To access certain features of the Service, you may need to register for an account. When you register, you agree to: (a) provide accurate, current, and complete information about yourself and your business; (b) maintain and promptly update such information to keep it accurate, current, and complete; (c) maintain the security and confidentiality of your account credentials; and (d) accept all responsibility for all activities that occur under your account.

You agree to immediately notify us of any unauthorized use of your account or any other breach of security. You acknowledge that you are solely responsible for any and all use of your account, whether authorized by you or not. WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO MAINTAIN THE SECURITY OF YOUR ACCOUNT OR FROM ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT.

You may not: (a) share your account credentials with any third party; (b) use another user's account without permission; (c) create multiple accounts for fraudulent purposes; or (d) use any account for any illegal or unauthorized purpose.

5. Data Storage and Ownership

5.1 Your Data. You retain all ownership rights to any data, information, or content that you upload, create, or input into the Service ("User Data"). Cordinova does not claim any ownership interest in your User Data.

5.2 Storage vs. Collection. Cordinova stores your User Data solely to provide the Service to you. WE DO NOT "COLLECT" YOUR DATA FOR OUR OWN PURPOSES. We store your data on your behalf to enable the functionality of the Platform. Your data remains your property and is stored securely in our database infrastructure (Supabase/PostgreSQL) for your exclusive use within the Platform.

5.3 Limited License to Cordinova. By using the Service, you grant Cordinova a limited, non-exclusive, royalty-free, worldwide license to store, process, and display your User Data solely for the purposes of: (a) providing the Service to you; (b) maintaining and improving the Service; (c) ensuring security and preventing fraud; and (d) complying with applicable laws. We will not access, use, or disclose your User Data except as necessary to provide the Service or as required by law.

5.4 Data Responsibility. You are solely responsible for: (a) the accuracy and legality of your User Data; (b) ensuring you have all necessary rights and permissions to upload and use your User Data; (c) maintaining backup copies of your User Data; (d) compliance with all data protection and privacy laws applicable to your User Data. Cordinova is not responsible for any loss, corruption, or unauthorized access to your User Data, except as expressly provided in Section 12.

5.5 No Selling or Marketing. We do not sell, rent, lease, or market your User Data to third parties. We do not use your User Data for advertising or marketing purposes. Your data is stored and used exclusively to provide the Service to you.

6. Subscription and Billing

Cordinova offers various subscription plans for our Service. By selecting a subscription plan, you expressly agree to pay all fees, charges, and taxes associated with that plan. SUBSCRIPTION FEES ARE BILLED IN ADVANCE AND ARE NON-REFUNDABLE UNDER ALL CIRCUMSTANCES. You will be billed on a recurring basis at the frequency specified in your subscription plan (monthly or annually), and you authorize Cordinova to charge your payment method on file.

You may cancel your subscription at any time through your account settings or by contacting us; however, NO REFUNDS WILL BE PROVIDED FOR ANY UNUSED PORTION OF YOUR SUBSCRIPTION PERIOD, INCLUDING PARTIAL MONTHS. After cancellation, your account will remain active until the end of your current billing period, after which access to the Service will be terminated.

We reserve the right to change our pricing and subscription plans at any time. Price changes will be communicated to you in advance and will take effect at the start of your next billing cycle. Your continued use of the Service after a price change constitutes your acceptance of the new pricing.

You are responsible for all charges incurred under your account, including unauthorized charges made before you notify us of the unauthorized use. Failed or returned payments may result in immediate suspension or termination of your account.

7. Acceptable Use Policy

You agree to use our Service only for lawful purposes and in accordance with these Terms. You expressly agree NOT to use our Service:

• In any way that violates any applicable federal, state, local, or international law, regulation, or ordinance;
• To transmit or upload any material that contains viruses, Trojan horses, worms, ransomware, spyware, or any other harmful, malicious, or destructive code;
• To attempt to gain unauthorized access to any portion of the Service, other user accounts, or any systems or networks connected to the Service through hacking, password mining, or any other means;
• To collect, harvest, scrape, or compile any information or data from the Service or other users without express written consent;
• To interfere with, disrupt, or place unreasonable burdens on the integrity, performance, or infrastructure of the Service;
• To reverse engineer, decompile, disassemble, or attempt to derive source code from the Service;
• To use the Service to transmit or facilitate the transmission of unsolicited commercial communications or spam;
• To impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;
• To use automated systems (bots, scripts, scrapers) to access the Service without our express written permission;
• To violate the privacy rights, intellectual property rights, or any other rights of third parties;
• For any fraudulent, abusive, or otherwise illegal purpose.

Violation of this Acceptable Use Policy may result in immediate termination of your account and may expose you to civil and/or criminal liability.

8. Intellectual Property Rights

The Service and all content, features, functionality, software, code, design, graphics, user interface, text, and other materials contained therein (excluding User Data) are and shall remain the exclusive property of Cordinova and its licensors. The Service is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to your compliance with these Terms, Cordinova grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes. This license does not include any right to: (a) resell, redistribute, or commercially exploit the Service; (b) modify, copy, or create derivative works based on the Service; (c) reverse engineer or access the Service to build a competitive product; or (d) use any data mining, robots, or similar data gathering or extraction methods.

You may not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, including but not limited to HTML, CSS, JavaScript, Python, TypeScript, visual design elements, software code, algorithms, or database structure, without express prior written permission from Cordinova. The Cordinova name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Cordinova or its affiliates or licensors. You may not use such marks without our prior written permission.

9. Termination

We may terminate or suspend your account and access to the Service immediately, without prior notice, refund, or liability, for any reason whatsoever, including without limitation if you: (a) breach any provision of these Terms; (b) engage in fraudulent or illegal activity; (c) violate the Acceptable Use Policy; (d) fail to pay fees when due; or (e) for any other reason at our sole discretion.

Upon termination for any reason: (a) your right to use the Service will immediately cease; (b) all licenses granted to you under these Terms will immediately terminate; (c) you will remain liable for all fees and charges incurred prior to termination; and (d) you must immediately cease all use of the Service.

If you wish to terminate your account, you may do so by contacting us to request account deletion. Upon your request for deletion, we will use commercially reasonable efforts to delete your User Data within 30 days, except where retention is required by law or for legitimate business purposes (such as resolving disputes, enforcing our agreements, or complying with legal obligations). However, certain data may persist in backup copies for a reasonable period of time.

Sections that by their nature should survive termination shall survive, including but not limited to Sections 3, 5, 8, 10, 11, 12, 13, 14, and 15.

10. Disclaimers of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CORDINOVA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CORDINOVA MAKES NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT CORDINOVA DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CORDINOVA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CORDINOVA OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORDINOVA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, REVENUE, SALES, OR BUSINESS;
• LOSS OF DATA OR INFORMATION;
• BUSINESS INTERRUPTION;
• LOSS OF GOODWILL OR REPUTATION;
• COST OF SUBSTITUTE GOODS OR SERVICES;
• PAYROLL ERRORS, MISCALCULATIONS, OR PROCESSING FAILURES;
• TAX PENALTIES, FINES, OR ASSESSMENTS;
• WAGE CLAIMS, LABOR VIOLATIONS, OR EMPLOYMENT-RELATED CLAIMS;
• REGULATORY FINES OR PENALTIES;
• CLAIMS BY EMPLOYEES OR THIRD PARTIES;
• ANY OTHER INTANGIBLE LOSSES OR DAMAGES;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CORDINOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL CORDINOVA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO CORDINOVA IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND SHALL SURVIVE ANY FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CORDINOVA'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to defend, indemnify, and hold harmless Cordinova, its officers, directors, employees, agents, partners, licensors, and affiliates (collectively, the "Cordinova Parties") from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees and court costs) arising from or related to:

• Your use of or access to the Service;
• Your violation of any provision of these Terms;
• Your violation of any third-party right, including without limitation any intellectual property, privacy, or employment right;
• Any claim that your User Data caused damage to a third party;
• Your payroll processing, tax filings, wage payments, or employment practices;
• Any employment-related claims, wage and hour claims, discrimination claims, or other claims made by your employees or contractors;
• Your failure to comply with any applicable laws, regulations, or ordinances;
• Any negligent or willful misconduct by you or your employees;
• Any breach of your representations and warranties set forth in these Terms.

This indemnification obligation will survive termination of these Terms and your use of the Service. Cordinova reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Cordinova in asserting any available defenses.

13. Data Security and Breach Notification

While we implement reasonable security measures to protect your data, WE CANNOT GUARANTEE ABSOLUTE SECURITY. No method of transmission over the Internet or electronic storage is 100% secure. You acknowledge and accept the inherent security risks of providing information and dealing online over the Internet and agree that we have no liability for any breach of security unless it is due to our gross negligence or willful misconduct.

In the event of a data breach affecting your User Data, we will notify you in accordance with applicable law. However, you acknowledge that you are ultimately responsible for your own data security and should maintain your own backup copies of all critical data.

14. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

14.1 Mandatory Arbitration. Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court. This includes Disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion thereof.

14.2 Arbitration Procedures. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules"). The arbitrator shall be bound by these Terms. All issues are for the arbitrator to decide, including the scope of this arbitration provision. Unless you and Cordinova agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 CLASS ACTION WAIVER. YOU AND CORDINOVA 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, REPRESENTATIVE, OR COLLECTIVE ACTION. Unless both you and Cordinova agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

14.4 Exceptions. Notwithstanding the foregoing, either party may bring a claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14.5 Governing Law and Venue. These Terms and any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. For any claims not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

15. Changes to Terms

We reserve the right to modify, update, or replace these Terms at any time, in our sole discretion. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect by posting a notice on the Service or sending you an email notification. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you expressly agree to be bound by the revised Terms. If you do not agree to the new Terms, your sole remedy is to discontinue using the Service. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes.

16. Miscellaneous Provisions

16.1 Entire Agreement. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the sole and entire agreement between you and Cordinova regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

16.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired, and such provision shall be reformed only to the extent necessary to make it enforceable.

16.3 Waiver. No waiver by Cordinova of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment. You may not assign or transfer these Terms or any rights granted hereunder without Cordinova's prior written consent. Cordinova may freely assign or transfer these Terms without restriction. Any attempted assignment in violation of this provision shall be null and void.

16.5 Force Majeure. Cordinova shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16.6 No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties to these Terms.

16.7 Headings. The headings in these Terms are for reference only and shall not limit the scope or extent of such section.

16.8 Electronic Communications. By using the Service, you consent to receiving electronic communications from Cordinova. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

17. Contact Us

If you have any questions about these Terms, please contact us at:

Email: contact@cordinova.com