Terms of Service

1. The agreement

These Terms of Service (“Terms”) are an agreement between Moore Intelligence LLC, a California limited liability company (“Moore Intelligence”, “we”, “us”), and the business that signs up for or uses CoverageOps (“Customer”, “you”). The person accepting these Terms confirms that they have authority to bind the Customer.

The agreement consists of any order form or pilot order you sign with us (“Order Form”), our data processing addendum (“DPA”), and these Terms. If they conflict, the Order Form controls, then the DPA (for personal information), then these Terms. If you have signed a master services agreement with us, it governs in place of these Terms.

CoverageOps is for businesses only. It is not offered to consumers.

2. The Service

CoverageOps (the “Service”) is software that helps a security company keep its schedule, track its guards’ certifications and recover shifts when a guard calls off. Its dispatcher, Cora, reads call-offs and other texts, checks which guards are eligible under the information and rules you provide, offers open shifts to those guards by text in waves, records their replies, and either asks you to approve a fill (supervised mode) or confirms the fill under your rules and tells you (autonomous mode). You choose the mode and can pause Cora for your whole company.

Text messages are sent under our Text Message Terms. Msg freq varies. Message and data rates may apply. Reply STOP to opt out and HELP for help.

The Service depends on things outside our control, including the accuracy of the information you give it, your guards’ choices, the availability of phone carriers and networks, and third-party services. We may change, add or remove features, provided we do not materially reduce the core functions you have paid for during a paid term. Features we label as early, preview or beta are provided as they are and may change or end.

3. You make the decisions

Cora is a tool. You make every staffing and employment decision. You decide who you employ, which guards may work which sites, the rules Cora applies, whether to use supervised or autonomous mode, and whether to approve any fill. A fill confirmed in autonomous mode is made on your behalf under the rules you set, and you are responsible for it as if you had made it yourself.

• We are not your guards’ employer, joint employer, staffing agency or licensed security provider, and we do not supply guards.
• We do not give legal, employment, licensing, wage-and-hour or compliance advice. Warnings the Service shows, such as a likely overtime warning or a certification about to lapse, are information to help you decide. They are not advice and do not block your decisions.
• You are responsible for compliance with the laws that apply to your business and workforce, including wage-and-hour, rest and meal period, licensing (including Bureau of Security and Investigative Services requirements), anti-discrimination, privacy and telecommunications laws, and for your contracts with your clients.
• CoverageOps is not an emergency service. Do not rely on it to report or respond to emergencies, threats to safety, or incidents requiring police, fire or medical response. Call 911.

4. Your responsibilities

• Consent to texts. You will add only guards and contacts who work for you or with you and who have agreed to receive operational text messages, and you will give them every notice the law requires, including a notice at collection under California law. You authorize the Service to send each person you add a request to confirm, and you will not ask us to text anyone who has opted out. You are responsible for your guards’ and contacts’ consent and for honoring their choices outside the Service.
• Accurate information. You are responsible for the accuracy and completeness of the rosters, contact details, schedules, site requirements, do-not-assign choices, availability and certification information you provide or approve. Cora’s eligibility checks are only as good as that information. You remain responsible for confirming that each guard you assign is licensed and qualified for the post.
• Your users. You are responsible for the people you give access to, for keeping sign-in details confidential, and for everything done under your account. Tell us promptly at support@coverageops.co if you suspect unauthorized access.
• Notices to your guards. You will tell your guards how their information is used in CoverageOps, including that, if you use clock-in, their phone’s location is read once at clock-in and recorded, and is never tracked afterwards.

5. No guarantee of a fill

We do not guarantee that any shift will be filled, that any guard will respond or accept, that any fill will be made within any time, or that any text message, call or email will be delivered or delivered on time. Delivery depends on carriers and networks that we do not control, and carriers are not liable for delayed or undelivered messages. You remain responsible for covering your posts, including by your own means when the Service does not produce a fill.

6. Acceptable use

You will not, and will not let anyone else:

• use the Service to send marketing, promotional or unsolicited messages, or messages to anyone who has not agreed to receive them;
• use the Service to contact your clients or any person other than your own guards, staff and escalation contacts;
• upload unlawful, infringing or harmful content, or information you have no right to provide;
• use the Service to discriminate unlawfully in assigning work;
• probe, scan or test the Service’s security, interfere with it, or access it by automated means except through features we provide;
• copy, modify, reverse engineer or build a competing product from the Service; or
• resell, sublicense or let anyone outside your business use the Service.

We may suspend access that we reasonably believe breaches this section or puts the Service, other customers or the public at risk. Where practical we will tell you first and give you a chance to fix it.

7. Fees and payment

Pilot. The pilot is offered to three companies. It lasts 60 days, starting the day Cora goes live with your guards, at $1,250 a month. During the pilot we set up your roster, schedule, sites and guard opt-in with you, and Cora runs in supervised mode: you approve every fill. Pilot fees are non-refundable.

After the pilot the Service continues at the fees in your Order Form. Fees are billed in advance through Stripe and are due when billed. Except where these Terms say otherwise, fees are non-refundable and there are no refunds or credits for partial periods or unused features. Fees do not include taxes; you pay all taxes on the Service other than taxes on our income.

Late payment. If a payment is more than 15 days late, we may suspend the Service after giving you at least 10 days’ written notice. Because suspension stops Cora from recovering shifts, we will warn you before it happens and restore the Service promptly once you pay.

Your guards’ emergency alert, their sign-in and clock-in, your existing schedule and your company’s data are never switched off for non-payment.

Changes. We may change fees for a renewal term by telling you at least 30 days before it begins.

8. Term, renewal and ending

The agreement starts when you accept these Terms or sign an Order Form. After the pilot, it renews automatically for successive monthly terms. You may cancel at any time, in your account settings or by emailing support@coverageops.co. A cancellation takes effect at the end of the period you have paid for. We may end the agreement by giving you at least 30 days’ written notice; when we do, the same stages apply as when you cancel.

Either party may end the agreement if the other materially breaches it and does not cure the breach within 30 days of written notice, or immediately if the other becomes insolvent or stops doing business. We may end it immediately if you breach the Acceptable use section in a way that harms others or exposes us to legal liability.

When it ends. If you cancel, everything stays on until the end of the period you have paid for, and we email you the two dates below on the day you cancel. However the agreement ends, your guards’ emergency alert, sign-in, clock-in and check-ins keep working until every shift then in progress has ended. Your account is then read-only, with data export, until 30 days after the end of the paid period, and then it closes. Any unpaid fees become due. After it closes we delete your Service Data as described in our Privacy Policy and DPA, except records we must keep by law or to evidence text-message consent and opt-outs. Sections that by their nature should survive (including fees owed, data, confidentiality, disclaimers, limitation of liability, indemnity and disputes) survive.

9. Your data

You own the information you and your users put into the Service, and the information the Service collects from your guards and contacts on your behalf (“Service Data”). You give us a limited license to host, copy, process and display Service Data only to provide, secure and support the Service, as described in our Privacy Policy and DPA. We act as your service provider for personal information in Service Data.

We may create and use aggregated or de-identified information that does not identify you, your guards or any person, to operate and improve the Service. We own that information and the Service, including improvements made with your feedback, which you give us permission to use freely.

10. Confidentiality

Each party will protect the other’s non-public business information that it receives under this agreement with at least reasonable care, use it only for this agreement, and share it only with people who need it for this agreement and are bound by similar duties. This does not cover information that is public, already known, independently developed or lawfully received from someone else. A party may disclose information when the law requires, after giving notice where allowed. These duties last 3 years after the agreement ends, and for trade secrets as long as they remain trade secrets.

11. Third-party services

The Service relies on third-party services, including phone carriers, Twilio, Stripe, hosting and AI providers. Their availability and performance are outside our control. If you connect the Service to a third-party product of your own, your use of that product is governed by its terms and we are not responsible for it.

12. Disclaimers

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the fullest extent the law allows, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted, error-free or secure, that any shift will be filled, that any message will be delivered, or that any output of AI processing (such as the reading of a message or a certificate) will be accurate. You are responsible for reviewing the Service’s outputs before relying on them.

13. Limitation of liability

To the fullest extent the law allows: (a) neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, contracts, clients, goodwill or data, or for the cost of substitute services or staffing, however caused and even if advised of the possibility; and (b) each party’s total liability arising out of or relating to this agreement is limited to the fees you paid us for the Service in the 3 months before the event giving rise to the claim.

These limits do not apply to your payment obligations, your indemnity obligations, or either party’s liability that cannot be limited by law.

14. Indemnity

You will defend and indemnify Moore Intelligence and its members, officers, employees and contractors against any third-party claim, and the resulting losses, damages, fines, penalties, costs and reasonable attorneys’ fees, arising out of or relating to: (a) Service Data or information you provide; (b) messages sent through the Service to people you added, including any claim that a person did not consent to receive them or had opted out, and any claim under the Telephone Consumer Protection Act or similar laws; (c) your staffing, assignment, scheduling, pay and employment decisions, including fills confirmed in autonomous mode under your rules; (d) the absence, lateness or conduct of any guard, or any incident at a post; (e) your breach of these Terms or of the law; or (f) your use of the Service other than as these Terms allow.

We will tell you promptly about any claim, let you control its defense (you may not settle a claim that admits fault by us or imposes an obligation on us without our consent), and give you reasonable help at your expense.

15. Governing law and disputes

California law governs this agreement, without regard to its conflict-of-laws rules.

Talk first. Before starting a proceeding, a party must send the other a written description of the dispute, and the parties will try in good faith to resolve it for 30 days.

Binding arbitration. Any dispute that is not resolved will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Los Angeles County, California. Judgment on the award may be entered in any court with jurisdiction. Either party may bring an individual claim in small claims court, and either party may ask a court for an injunction to protect its intellectual property or confidential information.

No class actions. Each party may bring claims only in its individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding, and the arbitrator may not consolidate claims.

Any claim must be brought within one year after it arises, unless the law requires a longer period.

16. Changes to these Terms

We may update these Terms. We will post the new version with its effective date and tell you by email at least 30 days before a material change takes effect. If you do not agree, you may end the agreement before the change takes effect and we will refund any prepaid fees for the period after it ends. Continuing to use the Service after the change takes effect means you accept it. A change to fees takes effect only as described under Fees and payment.

17. General

• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including carrier, network, power or third-party service failures, but this does not excuse payment.
• Assignment. You may not assign this agreement without our consent. We may assign it to an affiliate or to a successor in a merger, acquisition or sale of assets.
• Notices. Any notice to us must be sent by email to legal@coverageops.co. Please also send a copy by mail to the mailing address below. Notices to you go to the account owner’s email.
  Mailing addressMoore Intelligence LLC2108 N St, Ste NSacramento, CA 95816
• No third-party beneficiaries. This agreement is for the parties only. Your guards, contacts and clients have no rights under it.
• Independent parties. The parties are independent contractors.
• Entire agreement. This agreement is the parties’ entire agreement on its subject. A waiver must be in writing. If any part is unenforceable, the rest remains in effect.
• Publicity. Neither party will name the other publicly as a customer or supplier without written permission.