Drafted: 2026-05-18 Effective date: 2026-05-18 Last updated: 2026-05-18 DK Home Service — Terms of Service PLEASE READ THESE TERMS CAREFULLY. These Terms of Service (the "Terms") form a binding contract between you and Digital Kadence Inc. By creating an account, accessing, or using DK Home Service, you agree to be bound by these Terms. If you do not agree, do not create an account or use the Service. These Terms include an agreement to resolve disputes by binding individual arbitration in Georgia and a waiver of class actions and jury trials. Please review Section 14 carefully.

  1. Parties and acceptance These Terms are between Digital Kadence Inc., a Georgia corporation with its principal place of business at 13315 Bishops Court, Roswell, Georgia 30075 ("DKHS," "we," "us," "our"), and the business entity identified during account registration ("Customer," "you," "your").

1.1 Authority to bind. By creating an account on behalf of a business, the individual signing up (the "Signer") represents and warrants that (a) they are at least 18 years of age, (b) they have full legal authority to bind the business identified during registration to these Terms, and (c) the business is the Customer under these Terms. If the Signer lacks such authority, the Signer is personally bound by these Terms and personally responsible for all obligations of the Customer. 1.2 Acceptance method. You accept these Terms by scrolling through the full text of these Terms during account registration and affirmatively checking the box labeled "I have read and agree to the Terms of Service." DKHS records the date, time, IP address, and Terms version of your acceptance. Subsequent users you invite to your account do not separately accept these Terms; you remain bound by these Terms on behalf of all users of your account. 1.3 Updates to these Terms. See Section 16 (Amendments).

  1. The Service

2.1 What the Service is. DK Home Service is a multi-tenant, web-based field-service-management platform for home-service businesses, including (without limitation) appointment scheduling, technician dispatch, customer management, quote and invoice generation, payment collection, signature capture, and related workflows (collectively, the "Service").

2.2 License grant. Subject to your compliance with these Terms and timely payment of all fees, DKHS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Service solely for your internal business operations.

2.3 No ownership transfer. The Service is licensed, not sold. DKHS retains all right, title, and interest in and to the Service, including all underlying software, designs, trademarks, documentation, and intellectual property. No rights are granted to you except as expressly stated in these Terms.

2.4 Modifications. DKHS may modify, add, or remove features of the Service at any time, provided that DKHS will not materially degrade the core functionality you have subscribed to without notice and an opportunity to terminate. If DKHS permanently discontinues the Service, your sole remedy is a pro-rata refund of any prepaid fees for the unused portion of your subscription term. 3. Account, users, and seat-licensing

3.1 Account registration. To use the Service, you must provide complete and accurate registration information and keep it current. You are responsible for maintaining the confidentiality of all credentials associated with your account and for all activity occurring under your account, whether authorized or not. You must notify DKHS immediately of any unauthorized access. 3.2 User roles. The Service supports three user roles per Customer account:

  • Owner — the business owner or designated principal. One per account. Has full administrative access including billing, user management, and all operational features. The Owner role may perform Technician work without restriction.
  • Back-Office — administrative support staff. One per account. Has access to office workflows including scheduling, customer records, quotes, invoices, and reporting. The Back-Office role retains operational access to perform Technician tasks (e.g., starting an appointment, taking a payment, closing an install) on an occasional basis as needed to support the business. See Section 3.4 for licensing scope.
  • Technician — field service staff. Two included in the standard bundle; additional Technician seats purchasable as paid add-ons. Has access to the technician-facing workflows including appointment execution, on-site quote and invoice generation, payment collection, and signature capture. 3.3 Standard bundle and add-ons. Each Customer account includes one (1) Owner seat, one (1) Back-Office seat, and two (2) Technician seats. Additional Technician seats may be purchased as paid add-ons at the then-current rate. The Owner and Back-Office seats are fixed at one each per account and are not purchasable as add-ons. 3.4 Back-Office license scope. The Back-Office role is licensed for office and administrative work. The Service permits Back-Office users to perform Technician tasks on an occasional basis — for example, covering for a sick technician, completing paperwork on a technician's behalf after they leave a job site, or handling a customer interaction that begins mid-appointment. The Back-Office role must not be the primary performer of Technician work; sustained heavy use of the Back-Office role to perform Technician work, in lieu of purchasing additional Technician seats, constitutes a violation of these Terms and your license. For purposes of this Section 3.4, "sustained heavy use" means a Back-Office user serving as the primary performer (defined as both starting and completing an appointment) on more than five percent (5%) of appointments completed by the Customer over any rolling thirty (30) day period. Coverage scenarios where a Back-Office user opens an appointment but a Technician completes it (or vice versa) do not count toward this threshold. The Owner role is exempt from this Section 3.4. If DKHS determines that your use exceeds this threshold, DKHS may contact you to discuss the addition of paid Technician seats. Repeated or willful violation may result in suspension or termination under Section 15. 3.5 No account sharing. Each user must have their own credentials. You may not share login credentials among multiple individuals to reduce seat counts. 3.6 Responsibility for users. You are responsible for the acts and omissions of all users of your account, including employees, contractors, and any other person you authorize to access the Service, as though such acts and omissions were your own.
  1. Subscriptions, fees, and payment 4.1 Subscription plans. DKHS offers two subscription shapes:
  • Monthly subscription — billed each month in advance at the then-current monthly rate.
  • Annual subscription — billed once in advance for twelve (12) months at a discounted rate as posted on the DKHS pricing page. 4.2 Free trial. New Customers may use the Service free of charge for fourteen (14) days from account creation (the "Trial Period"). No payment method is required to begin a Trial. At the end of the Trial Period, your account will become read-only until you add a payment method and select a paid subscription plan. Your data will be preserved during the read-only period for at least thirty (30) days after Trial expiration. Trial accounts are provided AS IS without any warranty, indemnity, or service-level commitment, and DKHS may terminate any Trial at any time for any reason. 4.3 Auto-renewal. Both monthly and annual subscriptions auto-renew at the end of each billing period at the then-current rate, unless cancelled in accordance with Section 4.4. By providing a payment method, you authorize DKHS and its payment processor to charge that method for all fees due, including renewals. 4.4 Cancellation. You may cancel your subscription at any time via the in-app subscription-management interface in your account settings.
  • For monthly subscriptions, cancellation takes effect at the end of the current monthly billing period. You retain access through the paid period. No partial-month refund.
  • For annual subscriptions, cancellation takes effect at the end of the current twelve (12) month term — the subscription will not auto-renew. No mid-term refund is provided. You retain access through the end of the paid annual term. 4.5 No refunds. Except as expressly stated in these Terms (e.g., Section 2.4 for permanent Service discontinuation), all fees are non-refundable. There are no refunds for partial months, unused time, downgrades, or unused features. 4.6 Price changes. DKHS may change subscription fees at any time, provided that DKHS will give you at least thirty (30) days advance written notice (via email to your account's primary contact, or via in-app notification, or both) before the new fees take effect. If you do not agree to the new fees, your sole remedy is to cancel your subscription before the new fees take effect, in which case the new fees will not apply to your existing paid period. 4.7 Payment processor. DKHS uses Stripe, Inc. as its payment processor for Customer-side subscription billing. By using the Service, you agree to be bound by the Stripe Services Agreement and any other terms required by Stripe. DKHS is not responsible for any act, omission, outage, fee, hold, reserve, or chargeback by Stripe. If Stripe terminates, suspends, or otherwise restricts your ability to pay DKHS, DKHS may suspend or terminate your account. 4.8 Failed payments. If a payment fails, DKHS (via Stripe) will attempt to retry the payment according to Stripe's default schedule. If a payment remains unpaid after seven (7) days, DKHS may suspend your account (making it read-only). If a payment remains unpaid after thirty (30) days, DKHS may terminate your account under Section 15. 4.9 Payment processing for Customer's customers (Stripe Connect). Separately from your subscription billing, DKHS provides Customer-facing payment-acceptance functionality (e.g., for collecting payments from your customers — homeowners — at the point of service). This functionality is also powered by Stripe under a Stripe Connect arrangement. By using this functionality, you agree to be bound by the Stripe Connected Account Agreement. You are solely responsible for: (a) all transactions you initiate or accept through Stripe Connect; (b) all chargebacks, disputes, refunds, fees, and adjustments arising from such transactions; (c) compliance with all card network rules, applicable laws, and Stripe's policies; (d) any reserve, hold, or freeze imposed by Stripe. DKHS is not a party to the relationship between you and your customers and is not responsible for the goods or services you provide to them. 4.10 Taxes. Subscription fees do not include any sales, use, value-added, withholding, or other taxes. You are responsible for paying all such taxes applicable to your subscription, except for taxes on DKHS's net income. DKHS may invoice and collect taxes where required by law.
  1. Customer Data, Customer Content, and ownership 5.1 Definitions.
  • "Customer Data" means all data and content you (or your users) submit to, upload to, generate within, or transmit through the Service, including customer records, appointment data, job records, quote data, invoice data, payment data, photos, signatures, notes, and any other content originating from your business operations.
  • "Aggregated Data" means data that DKHS derives from the Service that has been anonymized, de-identified, and aggregated such that it cannot reasonably identify any individual Customer, end-customer, or other natural person.
  • "Feedback" means any suggestions, comments, ideas, bug reports, feature requests, or other input you provide to DKHS regarding the Service. 5.2 Customer Data ownership. As between DKHS and you, you own all right, title, and interest in and to your Customer Data. 5.3 License to DKHS for service delivery. You grant DKHS a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, modify (as technically necessary for the Service to function), and back up your Customer Data solely for the purpose of providing the Service to you and performing DKHS's obligations under these Terms. This license terminates when your account is terminated, except (a) for backup copies retained in accordance with DKHS's standard retention practices, (b) Aggregated Data, which survives termination, and (c) any retention required by law. 5.4 No AI training without consent. DKHS will not use your Customer Data to train any artificial-intelligence model or to develop machine-learning capabilities except (a) to the extent technically necessary to deliver features you have explicitly enabled, or (b) with your separate, affirmative, opt-in consent. If DKHS introduces AI features in the future that involve training on Customer Data, DKHS will notify you and obtain consent before such training occurs. 5.5 Aggregated Data. DKHS owns all Aggregated Data. DKHS may use, reproduce, distribute, publish, and create derivative works from Aggregated Data for any lawful purpose, including industry benchmarking, analytics products, and Service improvement, provided that DKHS does not identify you or any individual user or customer as the source. 5.6 Feedback. You hereby assign to DKHS all right, title, and interest in and to any Feedback you provide, including all intellectual property rights. DKHS may use, implement, and exploit Feedback freely without compensation, attribution, or further obligation to you. 5.7 Restricted data. You agree not to submit, upload, store, or transmit through the Service any of the following: (a) Protected health information ("PHI") subject to the U.S. Health Insurance Portability and Accountability Act ("HIPAA"). DKHS is not a HIPAA Business Associate and the Service is not designed for PHI; (b) Raw payment card data subject to the Payment Card Industry Data Security Standard ("PCI DSS"), including full primary account numbers (PAN), CVV/CVC codes, magnetic-stripe data, or PIN data. Payment card transactions are handled exclusively by Stripe; you must not store cardholder data within the Service; (c) Government-issued identification numbers, including U.S. Social Security Numbers, driver's license numbers, passport numbers, or equivalent national identifiers. You are solely responsible for any consequences of your violation of this Section 5.7 and will indemnify DKHS for any claim arising therefrom under Section 13. 5.8 Customer responsibility for content and consents. You are solely responsible for: (a) the accuracy, quality, integrity, legality, and appropriateness of all Customer Data; (b) obtaining all rights, consents, permissions, and authorizations necessary for DKHS to host and process the Customer Data as described in these Terms, including consents from your customers (homeowners) and employees as required by applicable privacy law; (c) backing up your Customer Data. The Service is not a data-archiving product and DKHS does not guarantee the integrity, availability, or recoverability of Customer Data in the event of failure, loss, or unauthorized access.
  1. DKHS intellectual property 6.1 Ownership. DKHS retains all right, title, and interest in and to the Service, including all software, source code, designs, user interfaces, documentation, trademarks, logos, service marks, trade names, and any improvements, modifications, or derivative works of any of the foregoing. No rights are granted to you except the limited license in Section 2.2. 6.2 Trademarks. "DK Home Service," "Digital Kadence," and any associated logos are trademarks of Digital Kadence Inc. You may not use any DKHS trademark without DKHS's prior written consent, except to identify DKHS as the provider of the Service in the ordinary course of business. 6.3 No reverse engineering. You may not (and may not permit others to) reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, algorithms, or trade secrets of the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction.
  2. Acceptable use You agree not to, and not to permit any user or third party to: (a) reverse engineer, decompile, or disassemble the Service or attempt to derive its source code (subject to Section 6.3); (b) sublicense, sell, resell, rent, lease, distribute, or transfer access to the Service to any third party; (c) use the Service to operate a service bureau, time-share the Service, or otherwise make the Service available to third parties outside your own business operations; (d) scrape, crawl, harvest, or otherwise extract data from the Service via automated means, except via APIs that DKHS expressly provides for that purpose; (e) upload, transmit, or introduce any virus, malware, worm, Trojan horse, ransomware, or other malicious code to the Service; (f) use the Service for any unlawful purpose or in violation of any applicable federal, state, local, or international law or regulation; (g) use the Service to harass, threaten, defame, abuse, or harm any other user or any third party; (h) share account credentials in a manner that circumvents the seat-licensing model in Section 3; (i) use the Service to develop, train, or improve any product or service that competes with DKHS, or to benchmark the Service for competitive analysis; (j) interfere with, disrupt, or impose an unreasonable load on the Service's infrastructure, servers, or networks; (k) circumvent, disable, or interfere with any security or access-control features of the Service; (l) impersonate any person or entity or misrepresent your affiliation with any person or entity. Violation of this Section 7 may result in suspension or termination under Section 15.
  3. Competitor restriction Direct competitors of DKHS in the field-service-management software industry, and any third-party agents acting on behalf of such competitors, are prohibited from accessing or using the Service. By accepting these Terms, you represent that you are not such a competitor or agent. DKHS may terminate the account of any Customer it reasonably determines to be in violation of this Section.
  4. Communications 9.1 DKHS to you — transactional. You consent to receive transactional and service-related communications from DKHS at the email address and phone number associated with your account. These include (without limitation) billing notifications, security alerts, outage and maintenance notices, Service updates, amendments to these Terms, legal notices, and responses to your support inquiries. You may not opt out of transactional communications while you maintain an active account. 9.2 DKHS to you — marketing. DKHS may send you marketing communications (e.g., newsletters, product announcements, promotional offers) only if you affirmatively opt in to such communications. You may opt out at any time via the unsubscribe link in marketing emails (DKHS will honor opt-outs within ten (10) business days as required by CAN-SPAM) or by replying "STOP" to any marketing SMS message (DKHS will honor SMS opt-outs immediately). DKHS does not contact you for marketing purposes if your number appears on a federal or state Do-Not-Call list, except where you have provided express written consent.

9.3 You to your customers. The Service provides functionality that allows you to send communications (including email and SMS) to your own customers (homeowners). You are solely responsible for compliance with all applicable laws governing such communications, including (without limitation): (a) the U.S. Telephone Consumer Protection Act (47 U.S.C. § 227) and implementing regulations (47 C.F.R. § 64.1200); (b) the FTC Telemarketing Sales Rule (16 C.F.R. Part 310); (c) the CAN-SPAM Act (15 U.S.C. § 7701 et seq.; 16 C.F.R. Part 316); (d) state equivalents and any other applicable consumer-protection laws. You are responsible for obtaining all required consents from your customers (including express written consent where required), honoring opt-out and Do-Not-Call requests promptly, maintaining accurate suppression lists, and respecting permitted contact hours. You agree to indemnify DKHS for any claim arising from your use of the Service's communication functionality (Section 13). 10. Publicity By accepting these Terms, you consent to DKHS using your business name and logo as a customer reference on DKHS's website, marketing materials, sales decks, investor presentations, and similar promotional channels. You may revoke this consent at any time by sending written notice to legal@digitalkadence.com or such other address as DKHS designates. DKHS will remove your business name and logo from then-active promotional materials within thirty (30) days of receipt of your notice. This Section does not require DKHS to retract or recall materials already distributed (including printed collateral, third-party media coverage, or content posted on third-party platforms). 11. Warranties and disclaimers 11.1 Mutual warranty. Each party represents and warrants that it has the legal right and authority to enter into these Terms and to perform its obligations hereunder. 11.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DKHS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DKHS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. DKHS MAKES NO WARRANTY REGARDING UPTIME, AVAILABILITY, OR PERFORMANCE OF THE SERVICE. 11.3 No service-level commitment. Without limiting the generality of Section 11.2, DKHS does not provide a service-level agreement, uptime guarantee, or service-credit remedy for the Service. DKHS will use commercially reasonable efforts to maintain Service availability but provides no contractual commitment regarding any specific level of availability, response time, or error rate. 11.4 Third-party services. The Service may integrate with or interoperate with third-party services (e.g., Stripe, Dispatch.me, SMS providers, email providers). DKHS does not control such third-party services and makes no warranty regarding them. Your use of any third-party service is subject to that service's own terms, and DKHS disclaims all liability for any third-party service's acts, omissions, outages, errors, or breaches. 11.5 No professional advice. The Service is not legal, tax, accounting, insurance, or professional advice. Any reports, calculations, recommendations, or content generated by the Service (including any AI-generated content) are for informational purposes only. You are solely responsible for any decision made based on the Service. 12. Limitation of liability 12.1 Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DKHS OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING (WITHOUT LIMITATION) ANY DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DKHS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12.2 Liability cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DKHS'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES YOU PAID TO DKHS FOR THE SERVICE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 12.3 Data loss disclaimer. Without limiting Sections 12.1 and 12.2, DKHS is not liable for any loss, theft, corruption, or unauthorized disclosure of Customer Data resulting from the operation of the Service. You are responsible for maintaining backups of your Customer Data. 12.4 Risk allocation. The disclaimers and limitations in Sections 11 and 12 are a fundamental element of the bargain between you and DKHS. The Service's pricing reflects this allocation of risk. These limitations apply even if any remedy provided in these Terms fails of its essential purpose. 12.5 Limitations apply to all theories. The limitations and exclusions in this Section 12 apply regardless of the form of action, whether in contract, tort, strict liability, statute, or any other legal theory. 12.6 Jurisdictional exceptions. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations and exclusions in Sections 11 and 12 apply only to the maximum extent permitted by applicable law. 13. Indemnification 13.1 Your indemnification of DKHS. You agree to defend, indemnify, and hold harmless DKHS and its affiliates, officers, directors, employees, agents, and licensors (collectively, the "DKHS Indemnitees") from and against any and all claims, actions, demands, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of the Service, including any unauthorized or improper use; (b) your Customer Data, including any claim that your Customer Data infringes, misappropriates, or violates any third party's intellectual property rights, privacy rights, publicity rights, or any law; (c) your violation of these Terms, including (without limitation) Sections 5.7 (restricted data), 7 (acceptable use), and 9.3 (communications compliance); (d) your violation of any applicable law or regulation, including TCPA, CAN-SPAM, state telemarketing laws, and state and federal privacy laws; (e) any dispute between you and any third party, including (without limitation) any of your customers (homeowners), your employees or contractors, or any payment processor — including any chargeback, refund, or dispute initiated by your customers; (f) any tax obligation arising from your business operations, including any tax that DKHS becomes liable for as a result of your activities. 13.2 DKHS control of defense. DKHS may, at its own expense and option, assume the exclusive defense and control of any claim subject to indemnification under Section 13.1. You will reasonably cooperate with DKHS in any such defense. You may not settle or compromise any claim without DKHS's prior written consent. 13.3 No reciprocal indemnification. DKHS does not provide indemnification to you for any third-party claim, including any claim that the Service infringes a third party's intellectual property rights. 14. Dispute resolution — binding arbitration and class waiver PLEASE READ THIS SECTION 14 CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH DKHS BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. 14.1 Pre-dispute notice and cure period. Before initiating any arbitration or court proceeding, the party with a claim (the "Claimant") must first send a written Notice of Dispute to the other party by certified mail. The Notice must describe the nature and basis of the claim and the specific relief sought.

  • Notice to DKHS must be sent to: Digital Kadence Inc., Attn: Legal, 13315 Bishops Court, Roswell, GA 30075, with a copy by email to legal@digitalkadence.com.
  • Notice to Customer will be sent to the email address on file for Customer's primary account contact, with a copy sent by mail to the business address on file. After receipt of a Notice of Dispute, the parties have sixty (60) calendar days to attempt in good faith to resolve the claim. No arbitration or court proceeding may be initiated until this 60-day period has elapsed, except as provided in Section 14.6. 14.2 Binding arbitration. If the dispute is not resolved within the 60-day period in Section 14.1, the dispute will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its then-current Commercial Arbitration Rules (the "AAA Rules"), as modified by these Terms. The AAA Rules are available at www.adr.org. Either party may initiate the arbitration by filing a demand with the AAA and serving it on the other party. 14.3 Class action waiver. YOU AND DKHS EACH AGREE THAT ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or join more than one person's or party's claims and may not preside over any form of consolidated, representative, or class proceeding. The arbitrator may award relief only on an individual basis and only to the extent necessary to provide relief for the individual party's claim. 14.4 Jury trial waiver. YOU AND DKHS EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. 14.5 Arbitration mechanics. (a) Forum. The arbitration will be conducted by a single neutral arbitrator selected in accordance with the AAA Rules. (b) Location. Hearings will take place in Fulton County, Georgia, or by videoconference if the parties agree. (c) Governing rules. The AAA Commercial Arbitration Rules apply. For claims of $10,000 or less, the AAA's expedited procedures apply. (d) Costs. Filing, administration, and arbitrator fees are governed by the AAA Rules. (e) Confidentiality. All aspects of the arbitration, including the existence of the proceeding, the submissions of the parties, and any award, are strictly confidential. This confidentiality obligation survives the conclusion of the arbitration. (f) Written decision. The arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. (g) Award. The arbitrator may award any individual relief available under applicable law, subject to the limitations in Section 12. The award is final and binding and may be entered as a judgment in any court of competent jurisdiction. 14.6 Exceptions to arbitration. Notwithstanding Sections 14.1 and 14.2: (a) Either party may bring an individual claim in small-claims court in Fulton County, Georgia, if the claim qualifies for that forum. (b) Either party may seek injunctive or other equitable relief in court for actual or threatened infringement, misappropriation, or violation of intellectual property rights (including trademarks, copyrights, patents, trade secrets, and confidential information). (c) DKHS may bring a court action to collect unpaid fees owed by Customer. 14.7 Severability of class waiver. If the class-action waiver in Section 14.3 is held unenforceable as to any particular claim, then that claim alone will be severed from the arbitration and brought in the courts identified in Section 17.2, while the remainder of Section 14 (including the requirement to arbitrate other claims on an individual basis) remains in full force. 14.8 Survival. This Section 14 survives termination of these Terms.
  1. Term, suspension, and termination 15.1 Term. These Terms become effective when you accept them and continue in effect until terminated in accordance with this Section 15 or any other provision of these Terms. 15.2 Termination by Customer. You may terminate your subscription at any time as described in Section 4.4. 15.3 Termination by DKHS. DKHS may terminate your account or these Terms at any time, with or without cause, by sending notice to your account's primary email address. DKHS is not required to provide a reason. Termination by DKHS does not entitle you to a refund of any prepaid fees, except as expressly required by law. 15.4 Suspension. Without limiting Section 15.3, DKHS may suspend your access to all or part of the Service (i.e., make your account read-only or otherwise restricted) at any time if: (a) you fail to pay any amount due under these Terms within seven (7) days of the due date; (b) DKHS reasonably believes you have violated these Terms, including (without limitation) Sections 5.7 (restricted data), 7 (acceptable use), 8 (competitor restriction), or 9.3 (communications compliance); (c) DKHS reasonably believes your continued use of the Service poses a security risk, a legal risk, or a risk to other users or to DKHS; (d) required to comply with a court order, law-enforcement request, or applicable law. DKHS will use commercially reasonable efforts to give you notice of suspension and to restore Service when the cause of suspension is resolved. 15.5 Effect of termination. (a) Upon termination, your right to access the Service ends. DKHS may immediately disable your account. (b) Data export window. For thirty (30) days after the effective termination date, you may export your Customer Data via the in-app data-export tool. After this 30-day period, DKHS may delete your Customer Data and has no obligation to retain or recover it. (c) Surviving provisions. Sections 1 (Parties and acceptance), 2.3 (No ownership transfer), 4.5 (No refunds), 5.5 (Aggregated Data), 5.6 (Feedback), 6 (DKHS IP), 11 (Warranties and disclaimers), 12 (Limitation of liability), 13 (Indemnification), 14 (Dispute resolution), 15.5 (Effect of termination), 16 (Amendments — to the extent applicable to past acceptances), 17 (General), and any provision that by its nature should survive, survive termination. (d) Outstanding amounts. All amounts you owe DKHS as of the termination date become immediately due and payable. Termination does not relieve you of payment obligations.
  2. Amendments 16.1 DKHS may amend these Terms. DKHS may amend these Terms at any time by posting an updated version on the DKHS website and sending notice to your account's primary email address and/or via an in-app notification (or both). Amendments take effect thirty (30) calendar days after such notice (the "Effective Date"). 16.2 Customer's remedy. If you do not agree to the amended Terms, your sole and exclusive remedy is to cancel your subscription before the Effective Date in accordance with Section 4.4. Cancellation under this Section 16.2 takes effect at the Effective Date of the amendment (or at the end of your current billing period, whichever is later, for paid subscriptions). The amended Terms will not apply to any period before the Effective Date. 16.3 Continued use is acceptance. Your continued use of the Service on or after the Effective Date of an amendment constitutes acceptance of the amended Terms. 16.4 No oral modifications. No oral statement by DKHS or any employee, agent, or representative of DKHS modifies these Terms. These Terms can be modified only by an amendment under this Section 16 or by a written instrument signed by an authorized officer of DKHS.
  3. General 17.1 Governing law. These Terms are governed by the laws of the State of Georgia, U.S.A., excluding its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 17.2 Venue for non-arbitrable matters. Subject to Section 14 (arbitration), any action permitted to be brought in court must be brought exclusively in the state or federal courts located in Fulton County, Georgia, and you and DKHS each consent to the personal jurisdiction of those courts. 17.3 Statute of limitations. Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the cause of action accrues, or be forever barred, except where applicable law requires a longer period. 17.4 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, without DKHS's prior written consent. DKHS may assign these Terms (in whole or in part) at any time without your consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of DKHS's assets. Any attempted assignment in violation of this Section is null and void. 17.5 Entire agreement. These Terms, together with any DKHS order form, pricing schedule, or other document expressly incorporated by reference, constitute the entire agreement between you and DKHS regarding the Service and supersede all prior or contemporaneous communications, proposals, and agreements (oral or written). Any pre-printed terms in your purchase order or similar document are rejected. 17.6 Severability. If any provision of these Terms is held to be unenforceable or invalid by a court of competent jurisdiction (or an arbitrator), that provision will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed from these Terms, and the remaining provisions will continue in full force. 17.7 No waiver. No failure or delay by DKHS to exercise any right or remedy under these Terms operates as a waiver of that right or remedy. A waiver is effective only if in writing and signed by an authorized representative of DKHS. 17.8 Force majeure. Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including (without limitation) acts of God, fire, flood, earthquake, pandemic, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, power outages, or failures of third-party service providers. 17.9 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. 17.10 No third-party beneficiaries. These Terms are for the benefit of you and DKHS only. No third party (including any of your customers, employees, or contractors) is a third-party beneficiary of these Terms or has any rights hereunder. 17.11 Notices. Notices to DKHS must be sent to: Digital Kadence Inc., Attn: Legal, 13315 Bishops Court, Roswell, GA 30075, with email copy to legal@digitalkadence.com. Notices to Customer will be sent to the email address on file for Customer's primary contact, or, where required, by mail to the business address on file. Notices are deemed given on the date of delivery (if by hand or email) or three (3) business days after deposit in the mail (if by mail). 17.12 Export compliance. You will comply with all applicable U.S. and foreign export-control and economic-sanctions laws and regulations in connection with your use of the Service. 17.13 Headings. Section headings are for convenience of reference only and do not affect the interpretation of these Terms. 17.14 Construction. The words "include," "includes," and "including" are deemed to be followed by "without limitation." The word "or" is inclusive (i.e., "and/or"). References to statutes and regulations include any subsequent amendments. Capitalized terms not defined where first used are defined in context. Definitions (alphabetical reference)
  • AAA — American Arbitration Association. See Section 14.
  • Aggregated Data — Section 5.1.
  • Customer / you / your — the business entity bound by these Terms. See Section 1.
  • Customer Data — Section 5.1.
  • Digital Kadence Inc. / DKHS / we / us / our — the entity providing the Service. See Section 1.
  • Feedback — Section 5.1.
  • Notice of Dispute — Section 14.1.
  • Service — Section 2.1.
  • Signer — Section 1.1.
  • Trial Period — Section 4.2. Acceptance record (system-recorded) The following information will be recorded by DKHS at the time you accept these Terms:
  • Customer business name
  • Signer name
  • Signer email address
  • Date and time of acceptance (UTC)
  • IP address at time of acceptance
  • Version hash of these Terms accepted END OF TERMS OF SERVICE.

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