Terms of Service

1. Acceptance & Eligibility

These Terms of Service (the “Terms”) are a binding agreement between you and Baind LLC (“Baind”, “we”, or “us”), the company that provides the Incidenta product, governing your access to and use of our website at incidenta.co (the “Website”) and the Incidenta application (the “Service”). By accessing the Website or using the Service, you agree to these Terms and to our Privacy Policy.

The Service is intended for institutional use. If you use the Service on behalf of a school or organization, you represent that you are authorized to bind that institution to these Terms, and “you” includes that institution.

2. The Service & Beta Status

Incidenta provides software that helps institutions receive, investigate, and resolve safety and safeguarding incidents, including reporting intake, case management, task assignment, and staff training.

The Service is currently offered on an early-access / beta basis. It may contain errors, change without notice, and is provided without any service-level commitment. We may add, modify, suspend, or discontinue features at any time. You should not rely on the Service as your sole system of record for legally required safeguarding documentation.

3. Accounts & Access

Access to the Service requires an account provisioned through our authentication provider and assigned a role by your institution. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly of any unauthorized use. We may suspend or revoke access to protect the Service or comply with the law.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of these Terms.
• Access, store, or share incident or personal data beyond your authorized role or legitimate need.
• Upload malicious code or attempt to disrupt, probe, or gain unauthorized access to the Service.
• Reverse engineer, copy, resell, or create derivative works from the Service except as permitted by law.
• Submit false reports or misuse the reporting function to harass others.

Because the Service handles sensitive information about real people, you must treat all data accessed through it as confidential and handle it with care.

5. Institution Responsibilities

The institution is the data controller for the information it processes through the Service and is responsible for:

• Having a lawful basis to collect and upload personal data, including data about students and minors, and obtaining any required consents.
• Providing notices to data subjects and complying with FERPA, COPPA, Colombia’s Ley 1581, and other applicable laws.
• Meeting its own mandatory-reporting and safeguarding obligations — the Service is a tool and does not replace required reporting to authorities.
• Managing user roles and access, and ensuring its users comply with these Terms.

6. Data Ownership & Processing

As between the parties, the institution owns the data it submits to the Service (“Customer Data”). The institution grants Incidenta a limited license to host, process, and transmit Customer Data solely to provide and support the Service. We process Customer Data as a service provider in accordance with our Privacy Policy and any data-processing agreement (“DPA”) between the parties, which is available on request.

7. Intellectual Property

Baind and its licensors own all rights in the Website, the Service, and the Incidenta name, logos, and software. Except for the limited right to use the Service under these Terms, no rights are granted to you. You may not use our trademarks without our prior written permission.

8. User Content, Copyright & Takedowns (DMCA)

The Service lets authorized users upload files and other materials to reports and cases (documents, images, audio, video, and similar “User Content”). You represent and warrant that you own, or have obtained all rights, consents, and licenses necessary for, the User Content you upload, and that it does not infringe any third party’s copyright, trademark, privacy, or other rights.

You retain your rights in User Content. You grant Baind a limited, non-exclusive license to host, store, process, transmit, and display User Content solely to provide, secure, and support the Service, consistent with Section 6 (Data Ownership & Processing) and our Privacy Policy.

We respect intellectual-property rights and respond to notices of alleged copyright infringement. If you believe content on the Service infringes a copyright you own or represent, send a written notice to contacto@incidenta.co that includes: (a) identification of the copyrighted work; (b) identification of the material claimed to be infringing and enough information for us to locate it; (c) your contact information; (d) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on the owner’s behalf; and (f) your physical or electronic signature.

On receiving a valid notice, we will remove or disable access to the material and notify the relevant institution. We may reinstate content following a proper counter-notice. In appropriate circumstances we will terminate the access of users or accounts that are repeat infringers.

Copyright and takedown notices should be sent to our designated contact at contacto@incidenta.co.

9. Third-Party Services

The Service relies on third-party providers (for example, authentication, hosting, database, and email). Those providers are listed in our Privacy Policy and are governed by their own terms. We are not responsible for third-party services outside our control.

10. Fees

During the early-access period, the Service may be offered free of charge or under a separate written order. When paid plans are introduced, applicable fees, billing terms, and taxes will be set out in an order form or updated terms. We will give reasonable notice before charging for previously free features.

11. Confidentiality

Each party may access the other’s confidential information. Each party agrees to protect the other’s confidential information with reasonable care and to use it only as needed to perform under these Terms, except where disclosure is required by law.

12. Disclaimers

THE WEBSITE AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Given its beta status, we do not warrant that the Service will be uninterrupted, error-free, or secure, or that it will meet your requirements.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCIDENTA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA. OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM OR USD $100. Some jurisdictions do not allow certain limitations, so some of these may not apply to you.

14. Indemnification

You agree to indemnify and hold harmless Incidenta from claims, damages, and expenses arising out of your or your institution’s misuse of the Service, violation of these Terms, or violation of any law or third-party right, including in connection with Customer Data you submit.

15. Term & Termination

These Terms apply while you use the Website or Service. Either party may terminate access as set out in any order form or, absent one, on reasonable notice. We may suspend or terminate access immediately for breach or to protect the Service or others. On termination, your right to use the Service ends, and we will, on request and within a reasonable period, make Customer Data available for export or delete it in accordance with our Privacy Policy and applicable law.

16. Dispute Resolution & Governing Law

Informal resolution first. Before starting any legal action, you agree to contact us at contacto@incidenta.co and describe the dispute. Both parties will try in good faith to resolve it informally within 60 days of that notice. Many concerns can be resolved quickly this way.

Governing law and venue. If a dispute is not resolved informally, these Terms are governed by the laws of the State of [STATE], United States, without regard to conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in [STATE]. Nothing here limits rights you may have under mandatory local consumer or data-protection law.

Public institutions. Nothing in this section requires a public school, district, or other government institution to waive any right, defense, or immunity it cannot waive under applicable law. For such customers, disputes proceed as their governing law requires.

17. Changes; Severability; Entire Agreement

We may update these Terms from time to time; material changes take effect when we post the updated “last updated” date and, where appropriate, after additional notice. If any provision is held unenforceable, the remaining provisions stay in effect. These Terms, together with the Privacy Policy and any order form or DPA, constitute the entire agreement between the parties regarding the Service.

18. Contact

Questions about these Terms can be sent to Baind LLC at contacto@incidenta.co.