Terms of Service

1. Agreement and who we are

These Terms of Service (the “Terms”) are a binding contract between you and Scanvale LLC, a New York limited liability company (“Scanvale LLC,” “we,” “us”), which owns and operates Tendroll™ (the “Service”), including our websites, web application, mobile applications, and related support.

“Customer” or “you” means the child care provider, program, center, or other organization that creates an account, and the individual accepting these Terms on its behalf. If you accept for an organization, you represent that you have authority to bind it; if you do not, you personally are bound.

By creating an account, clicking “I agree,” or using the Service, you accept these Terms, our Privacy Policy, and our Data Processing Addendum, which are incorporated by reference. If you do not agree, do not use the Service.

Please read Section 18 carefully. It requires most disputes to be resolved by individual binding arbitration and waives your right to a jury trial and to participate in a class action.

2. Eligibility and accounts

The Service is for businesses and organizations that provide child care, early education, or after-school services, and for the parents, guardians, and staff those organizations invite. You must be at least 18 years old to create or administer an account. Children do not use the Service and may not hold accounts.

You are responsible for: (a) keeping login credentials confidential; (b) all activity under your account and your Authorized Users’ accounts; (c) promptly removing access for staff who leave; and (d) notifying us immediately at the address in Section 21 of any unauthorized access. “Authorized Users” means your employees, contractors, and the parents and guardians you invite. You are responsible for their compliance with these Terms.

3. Your responsibilities as a child care provider

The Service is an administrative and record-keeping tool. You remain solely responsible for the care, supervision, safety, and well-being of children in your program, and for compliance with every law, regulation, license condition, and inspection requirement that applies to you, including state and local licensing rules, staff-to-child ratios, health and safety codes, background check requirements, mandated reporting obligations, and record-retention rules.

Without limiting the above, you acknowledge that:

• The Service does not supervise children, monitor physical premises, or verify who picks up a child. Check-in, check-out, and authorized-pickup features depend on accurate entries by you and your staff.
• The Service is not an emergency service. Alerts, notifications, and messages may be delayed or fail to deliver. Never rely on the Service to contact emergency services, parents, or staff in an emergency. Call 911 or your local emergency number.
• Any templates, checklists, reminders, or compliance-related content are general information, not legal or regulatory advice, and do not guarantee that you will pass an inspection or remain in compliance.
• You must independently keep any records the law requires you to keep, in the form the law requires, and you must not treat the Service as your only copy of legally required records.

4. Children's information and consents

You will use the Service to record information about children, such as names, attendance, health checks, incident reports, and guardian contacts (“Child Data”). You represent and warrant that:

• you have provided every notice and obtained every consent required by law (including, where applicable, the Children’s Online Privacy Protection Act and state student-privacy and child-care privacy laws) before entering Child Data or inviting a parent or guardian;
• where the law permits a program to consent on a parent’s behalf for the program’s own educational or care purposes, you do so only for the purpose of using the Service for your program, and you will provide parents with our Privacy Policy on request;
• you will collect only the Child Data you need to run your program, and will not enter Social Security numbers, full medical records, or other highly sensitive data unless the Service expressly supports that field.

We process Child Data only on your behalf and at your direction, as described in our Data Processing Addendum. We do not sell Child Data, use it for advertising, or build profiles of children.

5. Acceptable use

You and your Authorized Users will not, and will not permit anyone to:

• use the Service in violation of any law or anyone’s rights, or to store or transmit unlawful, harassing, defamatory, or infringing content;
• upload images or information depicting a child in any sexualized or exploitative manner (we report such material to the National Center for Missing & Exploited Children and law enforcement as required by law);
• access or attempt to access another customer’s data, probe or test the vulnerability of the Service, or circumvent any security or usage limit;
• copy, frame, mirror, modify, translate, or create derivative works of the Service;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, data models, or underlying structure of the Service, except to the extent applicable law expressly prohibits this restriction;
• scrape, crawl, or use automated means to access the Service except through interfaces we provide;
• access the Service to build a competing product, or benchmark it for publication, without our written consent;
• resell, sublicense, time-share, or otherwise make the Service available to anyone other than your Authorized Users;
• introduce malware, overload our infrastructure, or interfere with others’ use of the Service;
• remove or obscure any proprietary notice, or use our trademarks except as Section 9 permits.

6. Subscriptions, fees, and automatic renewal

Plans. Paid plans and pricing are shown on our website or order page at the time you subscribe. Fees are quoted in U.S. dollars and exclude taxes, which you are responsible for (other than taxes on our income).

Automatic renewal. Your subscription renews automatically at the end of each billing period (monthly or annually, as selected) for the same period, and we will charge your payment method on file at the then-current rate until you cancel. You may cancel at any time from your account settings or by emailing us; cancellation takes effect at the end of the current billing period. For annual plans we will send a reminder before renewal as required by law.

Price changes. We may change prices for future billing periods by giving at least 30 days’ notice. If you do not agree, cancel before the change takes effect.

Payment. You authorize us and our payment processor to charge all fees when due. If a payment fails, we may retry the charge and, after at least 10 days’ notice, suspend the Service until paid. Past-due amounts may accrue interest at the lesser of 1% per month or the maximum rate permitted by law.

Refunds. Except where required by law or expressly stated in writing by us, fees are non-refundable and there are no refunds or credits for partial periods, unused accounts, or downgrades.

Free trials. If you start a free trial, it converts to a paid subscription at its end unless you cancel before then; we will tell you the trial end date and price when you sign up.

Parent payments. If you use any feature to invoice parents or track tuition, you are the merchant of record for those amounts. Money movement is handled by a third-party payment processor under its own terms; Scanvale LLC does not hold or transmit your funds and is not responsible for your billing disputes with families.

7. Customer Data and data ownership

You own your data. As between you and us, you retain all rights in the information you and your Authorized Users submit to the Service, including Child Data (“Customer Data”).

License to us. You grant Scanvale LLC a limited, worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service for you, to comply with law, and as otherwise described in the Data Processing Addendum.

Aggregated data. We may create and use de-identified, aggregated data that does not identify you, any individual, or any child, to operate, analyze, and improve the Service. We will not attempt to re-identify it.

Export and deletion. You may export Customer Data at any time while your account is active. After cancellation or termination, you have 30 days to export; after that we will delete or de-identify Customer Data within a further 60 days, except where law requires us to retain it or it remains in routine backups that are overwritten on a rolling schedule.

Your backups. You are responsible for maintaining your own copies of any Customer Data you are legally required to keep.

8. Our intellectual property

The Service, including all software, code, designs, workflows, text, graphics, logos, and documentation, and all improvements to them, are owned by Scanvale LLC or its licensors and are protected by copyright, trademark, trade secret, and other laws. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during your subscription to access and use the Service for your internal business purposes. All rights not expressly granted are reserved by Scanvale LLC.

Confidentiality. Non-public features, pricing you negotiate with us, and any non-public information about the Service are our confidential information. You will not disclose them except to your Authorized Users who need to know, and you will protect them with at least reasonable care.

Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them for any purpose without obligation to you.

9. Trademarks

Tendroll™, the Tendroll logo, and related names, logos, and slogans are trademarks of Scanvale LLC. You may not use them in any way that suggests sponsorship or endorsement, in any domain name, social media handle, business name, or advertising keyword, or in any manner likely to cause confusion, without our prior written consent. You may accurately state that your program uses Tendroll and may display any “powered by” badge we provide, without modification.

10. Third-party services

The Service relies on third-party providers (for example, hosting, database, email, messaging, and payment processing) and may link to or integrate with third-party products you choose to use. We are not responsible for third-party services, and your use of them may be governed by their own terms. Our current list of subprocessors is in the Data Processing Addendum.

11. Beta and free features

We may offer features labeled beta, preview, early access, or free. They are provided “as is,” may be changed or discontinued at any time, may not be supported, and are excluded from any service commitment. Our total liability for beta and free features is zero dollars ($0) to the fullest extent permitted by law.

12. Changes to the Service

We continually improve the Service and may add, change, or remove features. If we remove a material feature you are paying for, we will give reasonable advance notice and, if you cancel because of the change, refund any prepaid fees for the remaining unused period.

13. Suspension and termination

We may suspend access immediately if we reasonably believe: (a) your use poses a security risk or may harm us, other customers, or any child; (b) you are violating Section 4 or 5; (c) fees are overdue as described in Section 6; or (d) suspension is required by law. We will limit suspension to what is reasonably necessary and restore access when the issue is resolved.

Either party may terminate for material breach not cured within 30 days after written notice. We may terminate immediately for a breach of Section 4 or 5 that cannot reasonably be cured. You may stop using the Service and cancel at any time as described in Section 6.

Sections 3, 4, 7 (export and deletion), 8, 9, 14 through 20, and any accrued payment obligations survive termination.

14. Disclaimer of warranties

To the fullest extent permitted by law, the Service is provided “as is” and “as available.” Scanvale LLC and its members, managers, officers, employees, contractors, agents, suppliers, and licensors (the “Tendroll Parties”) disclaim all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, timely, secure, or error-free; that notifications or messages will be delivered; that data will not be lost or corrupted; that the Service will meet any licensing, inspection, or regulatory requirement; or that any result obtained from the Service will be accurate or reliable. You are responsible for verifying the accuracy of all records.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

15. Limitation of liability

(a) Excluded damages. To the fullest extent permitted by law, in no event will the Tendroll Parties be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, costs of substitute services, regulatory fines, or license actions, arising out of or relating to these Terms or the Service, however caused and under any theory of liability (contract, tort including negligence, strict liability, or otherwise), even if advised of the possibility of such damages.

(b) Cap. To the fullest extent permitted by law, the Tendroll Parties’ total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (i) the fees you actually paid to Scanvale LLC for the Service in the twelve (12) months before the event giving rise to the claim, or (ii) one hundred U.S. dollars (US $100).

(c) Basis of the bargain. These limitations apply even if a remedy fails of its essential purpose, and reflect an agreed allocation of risk that is reflected in our pricing. They do not limit liability that cannot be limited by law, such as liability for gross negligence, willful misconduct, or fraud where law prohibits limitation.

16. Indemnification

You will defend, indemnify, and hold harmless the Tendroll Parties from and against all claims, demands, suits, proceedings, losses, damages, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data, including any claim that you lacked a required notice, consent, or right to collect or share it; (b) the care, supervision, safety, or well-being of any child in your program, including any injury, illness, or incident; (c) your or your Authorized Users’ use of the Service or violation of these Terms; (d) your violation of any law, regulation, or license condition; or (e) any dispute between you and a parent, guardian, staff member, or regulator.

We will give you prompt notice of the claim (a delay does not relieve you of your obligations except to the extent you are materially prejudiced), reasonable cooperation at your expense, and control of the defense, except that you may not settle any claim that admits fault by us or imposes an obligation on us without our written consent. We may participate with our own counsel at our own cost.

17. Governing law and venue

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act as to Section 18. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 18, the state and federal courts located in New York County, New York have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

18. Dispute resolution, arbitration, and class action waiver

Please read this section carefully. It affects your legal rights.

(a) Informal resolution first. Before starting any proceeding, the party with a dispute must send a written notice describing it and the relief sought to the other party (for us, at the address in Section 21), and the parties will try in good faith to resolve it for at least 45 days, including by a telephone or video conference if either party requests one. This is a condition precedent to starting arbitration or a lawsuit, and any limitations period is tolled during this time.

(b) Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including their formation, scope, enforceability, or arbitrability, that is not resolved informally will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, before a single arbitrator. The arbitration will take place in New York County, New York, or by video conference if the parties agree. Judgment on the award may be entered in any court with jurisdiction.

(c) Class action and jury waiver. You and Scanvale LLC agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims of more than one party or preside over any form of class or representative proceeding. You and Scanvale LLC each waive the right to a trial by jury.

(d) Mass filings. If 25 or more similar demands are filed against us by or with the assistance of the same law firm or organization within a 90-day period, they will be administered in batches of up to 25 under the AAA’s mass arbitration procedures, and fees will be assessed per batch to the extent the rules allow.

(e) Exceptions. Either party may (i) bring an individual claim in small claims court if it qualifies, and (ii) seek temporary or preliminary injunctive relief in a court under Section 17 to protect intellectual property, confidential information, or the security of the Service, pending arbitration.

(f) Severability. If the class action waiver in (c) is found unenforceable as to any claim, that claim (and only that claim) will proceed in court under Section 17 and be stayed pending the outcome of any individual arbitration. If any other part of this Section 18 is found unenforceable, the rest remains in effect.

(g) Time limit. To the fullest extent permitted by law, any claim must be brought within one (1) year after it arose, or it is permanently barred.

19. Changes to these Terms

We may update these Terms from time to time. For material changes, we will give at least 30 days’ notice by email or in the Service before they take effect. Your continued use after the effective date means you accept the updated Terms. If you do not agree, cancel before the effective date. Changes do not apply retroactively to disputes of which we had actual notice before the change.

20. General terms

Entire agreement. These Terms, the Privacy Policy, the Data Processing Addendum, and any order form are the entire agreement between the parties and supersede all prior agreements on their subject. Any purchase order or other terms you provide are void.

Order of precedence. If there is a conflict, a signed order form controls, then the Data Processing Addendum (as to Customer Data), then these Terms, then the Privacy Policy.

Assignment. You may not assign or transfer these Terms without our written consent. We may assign them without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or the Service. Any prohibited assignment is void.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labor disputes, government action, utility or internet failures, or failures of third-party hosting providers.

Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms remains in effect. Failure to enforce a provision is not a waiver.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship.

No third-party beneficiaries. Except for the Tendroll Parties under Sections 14 through 16, there are no third-party beneficiaries.

Export and sanctions. You will comply with U.S. export control and sanctions laws and will not use the Service in, or on behalf of anyone located in, an embargoed country or on a restricted-party list.

Electronic communications. You consent to receive notices and agreements electronically, which satisfy any legal requirement that they be in writing.

Headings. Headings and the summary at the top are for convenience and do not affect interpretation. “Including” means “including without limitation.”

21. Notices and contact

Legal notices to us must be sent by email to support@tendroll.com with “Legal Notice” in the subject line, and are effective when we confirm receipt. We may send notices to the email address associated with your account; notice is effective when sent.