Last updated: October 20, 2018
These Terms and Conditions ("Terms") govern your access to and use of the Downbeat platform and related services (the "Service") operated by Downbeat LLC ("Downbeat," "we," "us," or "our"). Please read them carefully.
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
Your use of the Service is also subject to our Privacy Policy, which is incorporated by reference into these Terms.
Account means a user account created to access and administer the Service.
Account Holder means an adult (18 years of age or older) who creates an Account and agrees to these Terms on their own behalf or on behalf of a Customer.
Customer means the educational institution, school district, band program, or other organization that subscribes to the Service.
Customer Data means all data submitted to, stored in, or generated by the Service by or on behalf of a Customer, including student records, roster information, inventory data, and uploaded files.
End User means a person who interacts with a Customer-facing feature of the Service — for example, a student scanning an asset tag, or a parent filling out a public damage report form — without holding an Account.
Guardian Portal User means an adult parent, legal guardian, or other authorized contact for a student, designated by the Customer as authorized to access the Service through magic-link authentication to view records relating to that student. Guardian Portal Users do not hold Accounts.
Service has the meaning given above and includes the Downbeat website, applications, APIs, and related functionality.
Subscription means a paid subscription to the Service for a defined term.
You or Your means the individual or entity accessing or using the Service.
To create an Account, you must be at least 18 years of age. By creating an Account, you represent and warrant that you are 18 or older and have the authority to agree to these Terms on your own behalf and, where applicable, on behalf of the Customer you represent.
Certain features of the Service are made available by a Customer without requiring an Account or any form of authentication — for example, public damage report forms and volunteer signup pages. End Users of these features do not create Accounts, do not agree to these Terms, and interact with the Service only to the extent the Customer has authorized. The Customer is responsible for ensuring that any required parental consent, school authorization, or other legal basis exists before directing End Users (including minors) to such features.
Downbeat processes information submitted through public features solely to deliver that information to the Customer, in accordance with our Privacy Policy.
The Service includes a Guardian Portal that allows parents, legal guardians, and other authorized adult contacts to view records relating to a specific student in a Customer's program. Guardian Portal Users do not create Accounts, do not pay subscription fees, and are not asked to agree to these Terms as a condition of access. Their use of the Guardian Portal is governed by Downbeat's Privacy Policy and by any policies established by the Customer institution that grants the access.
The Customer is responsible for designating which guardians are authorized to receive Guardian Portal access for which students, and for revoking access when a guardian is no longer authorized (for example, when a student transfers, graduates, or is removed from the program). Guardians authenticated through the Guardian Portal may view information that the Customer has chosen to make visible through the portal, including outstanding balances, equipment assigned to the student, damage event status, and payment history.
Guardian Portal access is authenticated by single-use, time-limited links sent to an email address the Customer has on file for the guardian. Guardians are not assigned passwords. Sessions expire after 30 days of inactivity, and the Customer may revoke any active session at any time.
You are responsible for maintaining the confidentiality of your password and for all activity under your Account. You agree to:
Some portions of the Service are available only with a paid Subscription. Subscriptions are offered on a monthly or annual basis, as selected at the time of purchase. You will be billed in advance on a recurring basis, and your Subscription will automatically renew at the end of each period at the then-current rates unless cancelled.
Downbeat may, at its discretion, offer a free trial of the Service for a limited period. You may be required to provide billing information to activate a free trial. Unless you cancel before the trial period ends, you will be automatically charged the applicable Subscription fee at the end of the trial. Downbeat may modify or terminate free trial offers at any time.
You must provide Downbeat with accurate and complete billing information, including a valid payment method. If automatic billing fails, Downbeat will issue an electronic invoice that must be paid within the stated deadline. Downbeat may suspend or terminate Service access for non-payment.
Downbeat may modify Subscription fees. Any change will take effect at the start of the next Subscription period, and Downbeat will provide reasonable advance notice. Continued use of the Service after a fee change takes effect constitutes your agreement to the new fees.
Except where required by law, paid Subscription fees are non-refundable. Downbeat may consider refund requests on a case-by-case basis at its sole discretion.
You may cancel your Subscription at any time through your Account settings or by contacting mason@downbeatapp.com. Cancellation takes effect at the end of the current billing period. You will not receive a refund for fees already paid, but you will retain access to the Service until the end of that period.
Following cancellation, you will retain access to your Customer Data for 30 days, during which you may export your data using the tools provided within the Service. After this 30-day period, all Customer Data will be permanently deleted from Downbeat's active systems. Residual copies may remain in encrypted backups for a limited additional period consistent with Downbeat's backup retention schedule, after which they are also deleted.
Downbeat is not liable for data loss resulting from failure to export data prior to the end of this 30-day period. To request early deletion or a brief extension of the retention period, contact mason@downbeatapp.com.
Customer Data belongs to the Customer. All data uploaded to, entered into, or generated within the Service by or on behalf of a Customer — including student records, roster information, inventory data, assignment history, and uploaded files — remains the exclusive property of the Customer. Downbeat claims no ownership of Customer Data.
You grant Downbeat a limited, non-exclusive, non-transferable, royalty-free license to access, store, process, display, and transmit Customer Data solely for the purpose of providing and maintaining the Service to you and, where applicable, to your Customer organization, including displaying that Customer Data to Guardian Portal Users the Customer has authorized to receive it. This license does not authorize Downbeat to use Customer Data for any other purpose, including but not limited to marketing, advertising, training artificial intelligence or machine learning models, or disclosure to third parties outside the Sub-Processors identified in our Privacy Policy.
The license terminates when Customer Data is deleted from Downbeat's systems in accordance with Section 3.7 above.
Customer Data that constitutes "education records" under the Family Educational Rights and Privacy Act (FERPA) is governed by Downbeat's FERPA commitments described in the Privacy Policy and by any Data Privacy Agreement executed between Downbeat and the Customer institution. In the event of a conflict between these Terms and a signed Data Privacy Agreement, the Data Privacy Agreement controls with respect to Student Education Records.
You represent and warrant that:
Downbeat performs regular backups of Customer Data and makes export tools available through the Service. However, Downbeat does not guarantee against all loss or corruption of data. We recommend that Customers periodically export their data for their own records, and Downbeat's liability for data loss is limited as provided in Section 10.
You agree not to use the Service to:
The prohibitions in this Section 5 apply to all users of the Service, including Account Holders, End Users, and Guardian Portal Users, even where a particular user has not formally agreed to these Terms. The prohibitions are conditions of access; violation may result in termination of access as described in Section 12.
Downbeat reserves the right, but not the obligation, to review, remove, or refuse any content that violates these Terms or that Downbeat, in its discretion, deems inappropriate.
Downbeat is not obligated to proactively monitor, screen, or moderate content submitted to the Service. We reserve the right, but not the obligation, to review content and to remove, restrict, or refuse any content that we determine, in our sole discretion, violates these Terms or applicable law. The absence of moderation of any particular content should not be interpreted as approval or endorsement of that content.
If you believe that content made available through the Service violates these Terms, violates applicable law, infringes your rights, or is otherwise harmful, please report it to mason@downbeatapp.com. Please include sufficient information to locate the content (such as the Customer organization, the location within the Service, and the approximate date of upload), a description of the concern, and your contact information.
Copyright infringement notices should be submitted under the DMCA process described in Section 8.
Downbeat does not tolerate child sexual abuse material under any circumstances. Consistent with our obligations as an electronic service provider under 18 U.S.C. § 2258A, if Downbeat becomes aware of apparent child sexual abuse material on the Service, we will report it to the National Center for Missing & Exploited Children (NCMEC) CyberTipline and cooperate with law enforcement as required by law. We may preserve, disclose, and act on related information as necessary to comply with that reporting obligation.
Violations of these Terms — including uploading unlawful, abusive, infringing, or otherwise prohibited content, or misusing Guardian Portal access — may result in content removal, suspension, or permanent termination of the responsible Account or guardian session, with or without notice. In the case of Customer organizations, Downbeat will ordinarily notify the Customer's Account Holder of record before taking action that affects the Customer's access, except where notice is prohibited by law or where immediate action is necessary to prevent further harm.
The Service and its original content (excluding Customer Data), including all software, code, design, text, graphics, and logos, are and will remain the exclusive property of Downbeat LLC and its licensors, and are protected by copyright, trademark, and other laws. You may not use Downbeat's trademarks or trade dress without Downbeat's prior written consent.
Downbeat grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms. No other rights are granted by implication or otherwise.
Downbeat respects the intellectual property rights of others. If you believe that content available through the Service infringes a copyright you own or control, you may submit a notice under the Digital Millennium Copyright Act (DMCA) to mason@downbeatapp.com including all of the following:
Misrepresentations in a DMCA notice may result in liability for damages. Upon receipt of a valid notice, Downbeat will take the action it deems appropriate, including removal of the challenged material.
If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant Downbeat a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and exploit the Feedback without restriction. You agree not to submit Feedback that is confidential or proprietary.
The Service is provided "AS IS" and "AS AVAILABLE" without warranty of any kind. To the maximum extent permitted by applicable law, Downbeat disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Downbeat does not warrant that the Service will meet your requirements, will be uninterrupted or error-free, or that defects will be corrected. Downbeat does not warrant the accuracy, reliability, or completeness of any information provided through the Service.
To the maximum extent permitted by applicable law, in no event will Downbeat be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, loss of data, loss of goodwill, or business interruption, whether based on contract, tort (including negligence), strict liability, or any other theory, even if Downbeat has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, Downbeat's aggregate liability for all claims arising out of or related to these Terms or the Service will not exceed the greater of (a) the total amount paid by you to Downbeat for the Service during the 12 months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100).
Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the above limitations apply to the greatest extent permitted by law.
This Section 10 does not apply to any indemnification or confidentiality obligations set forth in a separately executed Data Privacy Agreement or subscription agreement between Downbeat and a Customer, which may provide for different liability terms.
You agree to defend, indemnify, and hold harmless Downbeat and its officers, employees, and agents from any claim, liability, damage, loss, or expense (including reasonable attorneys' fees) arising out of or related to (a) your breach of these Terms, (b) your violation of any law or the rights of any third party, or (c) Customer Data you submit to the Service that violates the rights of any third party.
Downbeat may suspend or terminate your access to the Service at any time, with or without notice, if you breach these Terms or for any other reason at Downbeat's discretion. Upon termination, your right to use the Service ceases immediately. The provisions of these Terms that by their nature should survive termination will survive, including Sections 4 (Customer Data), 7 (Intellectual Property), 9 (Feedback), 10 (Disclaimers and Limitation of Liability), 11 (Indemnification), and 13 (Governing Law).
If Downbeat terminates your Subscription for convenience (other than for breach by you), Downbeat will refund any prepaid fees covering the remainder of the term after the effective date of termination. Cancellation triggers the data retention and deletion procedures described in Section 3.7.
These Terms are governed by the laws of the State of Ohio, without regard to its conflict of laws rules. You and Downbeat agree to first attempt in good faith to resolve any dispute informally by contacting mason@downbeatapp.com. Any dispute that cannot be resolved informally will be brought exclusively in the state or federal courts located in Montgomery County, Ohio, and you consent to the personal jurisdiction of those courts.
You represent and warrant that (a) you are not located in a country subject to a United States government embargo or designated as a "terrorist supporting" country, and (b) you are not listed on any United States government list of prohibited or restricted parties.
The Service may contain links to or integrations with third-party websites or services that are not owned or controlled by Downbeat, including external payment platforms (such as Venmo, PayPal, or Cash App) when a Customer has configured fee payment links. Downbeat is not responsible for the content, privacy practices, or terms of any third-party website or service. Your use of a third-party service is governed by that service's own terms.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent. Downbeat's failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.
These Terms, together with the Privacy Policy and any Data Privacy Agreement or subscription agreement executed between Downbeat and a Customer, constitute the entire agreement between you and Downbeat regarding the Service. In the event of a conflict between these Terms and a separately executed Data Privacy Agreement or subscription agreement, the separately executed agreement will control with respect to its subject matter.
Downbeat may modify these Terms from time to time. For material changes, Downbeat will provide at least 30 days' notice before the change takes effect, either by email to the Account Holder of record or by a prominent notice on the Service. What constitutes a material change is determined at Downbeat's reasonable discretion. Your continued use of the Service after the effective date of a revision constitutes your agreement to the revised Terms. If you do not agree, stop using the Service.
Questions about these Terms may be directed to:
Downbeat LLC
Email: mason@downbeatapp.com