Terms of Service

Effective October 19, 2026 · Version 2026-10-19

These Terms of Service (the "Terms") are a legal agreement between you and Matthew Khoury, a sole proprietor carrying on business as CoManager in Ottawa, Ontario, Canada ("CoManager", "we", "us"). They govern your use of the CoManager website at comanager.ca, the web app at app.comanager.ca, the CoManager mobile apps, and related services (together, the "Service").

Please read these Terms carefully. By creating an account, checking the box to accept them, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

If you accept these Terms on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" includes that organization.

1. The Service

CoManager is project management software for construction and trade businesses. It lets a subscribing business (an "Organization") manage projects, crews, time tracking, documents, communications, finances and a client portal, and invite its owners, managers, workers, subcontractors and clients ("Users"). We may add, change or remove features over time. Some features may be labelled early access, beta or preview; those are provided as-is and may change or end without notice.

2. Accounts

• You must be at least 18 years old (the age of majority in Ontario) and able to form a binding contract to use the Service. By creating an account you confirm that you meet this requirement. We will close any account we learn belongs to someone under 18.
• You must give accurate information and keep it up to date.
• You are responsible for keeping your password secure and for everything that happens under your account. Tell us right away at [email protected] if you suspect unauthorized access.
• Each account is for one person. Do not share login credentials.

3. Organizations and administrators

The owner of an Organization, and the managers they appoint, control that Organization's workspace. They can invite and remove Users, set roles and permissions, choose what clients can see, and access, change, export or delete content in the workspace. If you join an Organization, you understand that its administrators can see content you add there. The Organization, not CoManager, is responsible for its relationship with its own workers, subcontractors and clients.

4. Subscriptions and fees

Access during early access may be free. Paid plans, when offered, will be billed in advance at the price shown when you subscribe, plus applicable taxes.

Automatic renewal. Paid plans renew automatically at the end of each billing period (monthly or yearly, as chosen when you subscribe) at the then-current price, and the payment method on file is charged at each renewal, until you cancel. You can cancel at any time from Billing in the app or by emailing [email protected]. Cancellation takes effect at the end of the current paid period, and you keep access until then.

Fees are non-refundable except where required by law or stated in writing by us. We may change prices on at least 30 days' notice; the change applies from your next billing period, and you may cancel before it takes effect. If fees are unpaid, we may suspend the Organization's access after giving notice.

5. Your content

You and your Organization keep all rights in the information, files, photos, messages and other content you put into the Service ("Customer Data"). You grant CoManager a limited, non-exclusive licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service for you, and as described in our Privacy Policy. We do not sell Customer Data or use it for advertising.

You are responsible for your Customer Data and confirm that you have the rights and any consents needed to add it to the Service, including information about other people.

6. Employer responsibilities for time and location tracking

The Service offers clock-in, geofencing and optional background location features. If your Organization uses them for workers, the Organization is solely responsible for:

• telling workers what is tracked and why, and obtaining any consent required by law;
• complying with employment standards, electronic monitoring policy, privacy and human rights laws that apply to it, including Ontario's written electronic monitoring policy requirements where applicable; and
• reviewing and approving time records before relying on them for payroll.

Time, payroll, budget, estimate and job-cost figures produced by the Service are tools to help you, not a payroll, accounting or tax system of record. Location detection can be affected by device settings, signal quality and battery optimization, and may be inaccurate or delayed. You must verify records before using them to pay people, bill clients or make legal or financial decisions.

7. AI features

Some features use artificial intelligence (provided by a third party, OpenAI) to transcribe audio, read receipts and job-site photos, draft daily logs, change orders, estimates, invoices, schedules and follow-up messages, and answer questions about your data. The app asks for your permission before it first sends anything to the AI provider, and you can withdraw it in your profile. AI output can be incomplete or wrong. Review it before relying on it, especially for safety, legal, financial or contractual matters. Content you submit to these features is sent to our AI provider only to generate the response and is not used to train its models.

8. Acceptable use

You agree not to:

• break any law, or infringe anyone's intellectual property, privacy or other rights;
• upload malware, or content that is unlawful, harassing, hateful, sexually explicit or defamatory;
• try to access accounts, Organizations or data that are not yours, or probe, scan or test the Service's security without our written permission;
• interfere with or overload the Service, or get around rate limits, access controls or usage limits;
• copy, reverse engineer, decompile or build a competing product from the Service, except as allowed by law;
• use the Service to send spam or messages that violate Canada's Anti-Spam Legislation; or
• resell or sublicense the Service without our written agreement.

No tolerance for objectionable content or abusive users. Messages, photos and files must not be abusive, threatening, harassing, hateful, sexually explicit or otherwise objectionable. You can report any message and block any user from the message menu in the app. Reports go to your Organization's owner and to CoManager; we review reports within 24 hours and remove offending content and suspend or remove the users responsible.

We may remove content or suspend accounts that we reasonably believe violate these Terms, and will give notice where practical.

9. Third-party services

The Service works with third-party services such as QuickBooks, Apple and Google app stores, and email and mapping providers. Your use of those services is governed by their own terms. We are not responsible for third-party services, and features that depend on them may change if they change.

10. Our intellectual property

The Service, including its software, design, text and logos, is owned by CoManager or its licensors and protected by law. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription. If you send us feedback or suggestions, we may use them without obligation to you.

11. Privacy and security

Our Privacy Policy explains how we handle personal information and forms part of these Terms. We use reasonable administrative, technical and physical safeguards to protect Customer Data, but no system is perfectly secure. You are responsible for your devices, your Users' access and keeping your own copies of important records.

12. Availability and support

We work to keep the Service available but do not promise it will be uninterrupted or error-free. It may be unavailable for maintenance, updates or reasons beyond our control. Support is provided by email at [email protected] on a reasonable-efforts basis.

13. Term, cancellation and termination

These Terms apply while you use the Service. You may stop using it and close your account at any time. We may suspend or end your access if you materially breach these Terms and do not fix the breach within 10 days of notice (or immediately for serious breaches such as security abuse or illegal activity), if required by law, or if we stop offering the Service, in which case we will give reasonable notice and refund any prepaid fees for the unused period.

After an Organization's account ends, its owner may request an export of Customer Data within 30 days. We then delete or anonymize Customer Data as described in the Privacy Policy. Sections that by their nature should survive (including 5, 10, 14, 15, 16 and 18) survive termination.

14. Disclaimers

To the fullest extent permitted by law, the Service is provided "as is" and "as available". We disclaim all warranties and conditions, express or implied, including those of merchantability, fitness for a particular purpose, title and non-infringement. The Service does not provide legal, accounting, engineering, safety or professional advice, and does not replace your own professional judgment or site safety obligations.

15. Limitation of liability

To the fullest extent permitted by law:

• CoManager will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data, goodwill or business opportunity, even if advised they were possible; and
• CoManager's total liability for all claims relating to the Service or these Terms will not exceed the greater of (a) the fees you paid to CoManager for the Service in the 12 months before the event giving rise to the claim, and (b) one hundred Canadian dollars (CAD $100).

These limits apply to all claims, whether in contract, tort (including negligence) or otherwise. Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud or wilful misconduct, or any rights you have under consumer protection law that cannot be waived.

16. Indemnity

You will defend and indemnify CoManager against third-party claims, and related losses and reasonable legal costs, arising from your Customer Data, your use of the Service in breach of these Terms or the law, or, for Organizations, your treatment of your own workers, subcontractors and clients, including time, pay and location-tracking matters.

17. Changes to these Terms

We may update these Terms. For material changes, we will give at least 15 days' notice by email or in the app, and may ask you to accept the updated Terms to keep using the Service. If you do not agree, you may stop using the Service before the change takes effect. The version and effective date at the top show when these Terms last changed.

18. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The courts of Ontario, sitting in Ottawa, have exclusive jurisdiction over any dispute, and you and CoManager agree to submit to them. Before starting a court claim, each party agrees to try in good faith to resolve the dispute by contacting the other in writing and allowing 30 days for discussion. This does not prevent either party from seeking urgent injunctive relief.

19. General

• These Terms and the Privacy Policy are the entire agreement between you and us about the Service, unless you have signed a separate written agreement with us, which will then take priority.
• If any part of these Terms is found unenforceable, the rest stays in effect.
• Our failure to enforce a right is not a waiver of it.
• You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition or sale of the business, with notice to you.
• Neither party is responsible for delays caused by events beyond its reasonable control.
• We may send notices to the email address on your account. You may send notices to [email protected].
• The parties have required that these Terms and related documents be drawn up in English. Les parties ont exigé que ces conditions et les documents connexes soient rédigés en anglais.

20. Copyright complaints

We respect intellectual property rights and expect Users to do the same. If you believe content in the Service infringes your copyright, send a notice to our designated agent at [email protected] (subject line "Copyright notice") that includes: (a) your physical or electronic signature; (b) a description of the copyrighted work; (c) a description of the material you say is infringing and where it is located in the Service; (d) your name, address, telephone number and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent or the law; and (f) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act for the owner.

We may remove or disable access to the material and notify the User who posted it. That User may send a counter-notice to the same address. We handle notices under the U.S. Digital Millennium Copyright Act and, for Canada, the notice-and-notice regime of the Copyright Act. We will end the accounts of repeat infringers in appropriate circumstances.

21. Mobile app terms

If you download a CoManager app from the Apple App Store or Google Play, these Terms are the end user licence agreement for that app, and the following also applies:

• These Terms are between you and CoManager only, not Apple or Google. CoManager, not Apple or Google, is solely responsible for the app, its maintenance and support, and any claims relating to it (including product liability, legal or regulatory compliance and intellectual property claims).
• Your licence to the app is limited to using it on devices you own or control, as allowed by the app store's usage rules.
• If the app fails to conform to any applicable warranty, you may notify Apple and Apple will refund the app's purchase price (if any). To the extent permitted by law, Apple has no other warranty obligation for the app.
• You confirm that you are not located in a country subject to a U.S. or Canadian government embargo and are not on any government list of prohibited or restricted parties.
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you as they relate to the iOS app.

22. Contact

CoManager
Matthew Khoury, carrying on business as CoManager
Ottawa, Ontario, Canada
[email protected]