Terms of Service — Cape

Last Updated: October 24, 2025

 

1. Introduction

These Terms of Service ("Terms") govern access to and use of the Cape platform and related services provided by Midway Innovations, LLC ("Midway Innovations," "we," "us," or "our"). By registering or using the Service, you agree to these Terms on behalf of yourself and, as applicable, your organization (the "Subscriber"). You represent that you have authority to bind the Subscriber.

 

2. Service; License

We provide a cloud-based software platform that enables commercial cleaning companies to manage scheduling, checklists, technician coordination, customer requests, and communications (the "Service"). Subject to payment of fees and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term for your internal business purposes.

 

3. Subscriptions, Fees, and Renewal

3.1 Plan structure. All subscription tiers include access to all features of the Service. Pricing may vary based on factors such as the number of included seats/users or usage thresholds disclosed on our Website or order form.

3.2 Billing. You authorize recurring charges to your selected payment method (monthly or annually) via our payment processor until cancellation.

3.3 Renewal and changes. Subscriptions renew automatically for successive terms unless canceled before renewal. We will provide at least thirty (30) days' notice of any price changes effective upon the next renewal.

3.4 Trials. If you receive a free trial, your subscription will convert to a paid plan at trial end unless canceled as specified in the trial terms.

3.5 Cancellation. You may cancel at any time through your account settings; cancellation becomes effective at the end of the current billing period. Except where required by law, fees are non-refundable for partial periods.

3.6 Suspension/Termination for Cause. We may suspend or terminate the Service for non-payment, violation of these Terms, or use that poses a security or legal risk.

 

4. White-Label and Branding

Cape supports white-label use (e.g., your logo, colors, and business name) across all subscription tiers. You are solely responsible for your branding and end-customer experience. You warrant that your branding/materials do not infringe third-party rights or violate law.

 

5. Acceptable Use

You agree not to: (a) use the Service unlawfully or to infringe third-party rights; (b) upload malware or interfere with security; (c) send unsolicited communications (spam) or harvest data without consent; (d) reverse engineer or attempt to extract source code; or (e) misuse the Service in a manner that degrades performance for others. We may investigate and take appropriate action, including account termination.

 

6. Subscriber Content and Data

6.1 Ownership. Subscriber retains all rights to data submitted to the Service ("Subscriber Content").

6.2 Limited License to Us. Subscriber grants us a worldwide, non-exclusive, royalty-free license to process Subscriber Content to provide, maintain, secure, and improve the Service.

6.3 Access. We access Subscriber Content only as necessary to provide the Service, resolve support issues, comply with law, or as you direct or authorize.

 

7. Intellectual Property

Except for Subscriber Content, the Service, including software, documentation, interfaces, and trademarks, is owned by us or our licensors and is protected by law. No rights are granted except as expressly set out in these Terms.

 

8. Confidentiality and Security

We implement commercially reasonable administrative, technical, and physical safeguards for the Service. You are responsible for managing your users, roles, and access, including maintaining the confidentiality of credentials. No security measures are infallible.

 

9. Disclaimers; Limitation of Liability; Indemnity

9.1 Disclaimer. The Service is provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

9.2 Limitation. To the maximum extent permitted by law, our total liability for all claims arising out of or relating to the Service will not exceed the fees paid by Subscriber to us for the Service in the twelve (12) months preceding the event giving rise to liability. We are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data.

9.3 Indemnity. Subscriber will defend, indemnify, and hold harmless Midway Innovations, its affiliates, and personnel from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from Subscriber’s (a) use of the Service in violation of these Terms or law, (b) branding/white-label materials, or (c) Subscriber Content.

 

10. Term and Termination

Either party may terminate for material breach after providing written notice and a reasonable cure period where required by law. Upon termination, access to the Service ceases. We will delete or anonymize Subscriber Content within a commercially reasonable period, subject to legal retention obligations. Sections 4–9 and 11–13 survive termination.

 

11. Changes to the Service or Terms

We may modify the Service or these Terms from time to time. Material changes will be communicated (e.g., email or in-app) at least thirty (30) days before they take effect. Continued use after the effective date constitutes acceptance.

 

12. Governing Law; Mediation (Oregon)

These Terms are governed by the laws of the State of Oregon, USA, without regard to conflicts principles. Before pursuing litigation or other remedies, the parties will first attempt to resolve disputes through non-binding mediation in Oregon.

 

13. Notices; Contact

Unless otherwise specified, legal and other notices to us must be sent to support@cape-it.com. We may provide notices to you via the Service or to the email associated with your account.

 

14. Miscellaneous

These Terms (together with any order forms and the Privacy Policy) constitute the entire agreement. You may not assign these Terms without our prior written consent; we may assign to an affiliate or successor. No waiver is effective unless in writing. If any provision is unenforceable, the remainder will remain in effect. Neither party is liable for delays/failures due to events beyond reasonable control (force majeure).