TERMS OF SERVICE

1. Scope of Service & License Grant

1.1 Description of Services

The Service is a cloud-based CRM and ERP platform designed for woodworking, manufacturing, and related businesses. Functionality may include customer relationship management, estimating, job tracking, production workflows, inventory, scheduling, reporting, analytics, and integrations.

We may modify, enhance, or discontinue features at any time in the ordinary course of business.

The Service is provided "as is" and "as available."

1.2 License Grant

Subject to these Terms and an active subscription, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business operations.

No ownership rights are transferred.

1.3 Usage Restrictions

You may not:

• Reverse engineer, decompile, or attempt to derive source code
• Resell, sublicense, lease, or time-share the Service
• Provide access to unauthorized third parties
• Circumvent security controls
• Use the Service to develop a competing product
• Introduce malware or excessive automated requests

2. Data Ownership, Privacy & Processing

2.1 Customer Data Ownership

You retain all right, title, and interest in and to all data you submit, upload, create, or store in the Service ("Customer Data").

2.2 License to Customer Data

You grant Woodsystems Software Inc. a limited, worldwide, non-exclusive license to host, process, transmit, and use Customer Data solely to:

• Provide, maintain, and support the Service
• Ensure system integrity and security
• Perform analytics and service improvements (in aggregated or anonymized form)

2.3 Data Processing & Compliance

Customer Data is processed in accordance with our Data Processing Addendum (DPA), which is incorporated by reference. The DPA is intended to support compliance with applicable data protection laws, including CCPA and GDPR, where applicable.

2.4 Data Retention & Deletion

Upon termination or cancellation:

Operational & Analytics Data

• Retained for up to 90 days
• Purpose: customer support, system integrity, analytics, and data export
• Deleted or anonymized thereafter

Financial Records

• Retained for 7+ years as required to comply with applicable tax, accounting, and regulatory obligations (including SOX, where applicable)

After applicable retention periods expire, data is permanently deleted or anonymized unless otherwise required by law.

3. Payment Terms & Subscriptions

3.1 Subscription Model

The Service is offered on a paid subscription basis only. No free trial is offered.

3.2 Billing & Currency

Subscriptions are billed in advance on a monthly or annual basis in U.S. dollars.

3.3 Automatic Renewal

Subscriptions automatically renew unless canceled prior to the end of the current billing period.

3.4 Cancellation Process

Customers cannot cancel subscriptions within the software. To cancel, customers must contact us by phone or email. Cancellation takes effect at the end of the current billing period.

3.5 Late Payments & Suspension

Failure to pay may result in suspension or termination of access without liability to us.

3.6 Refund Policy

All fees are non-refundable, except as required by law. No prorated refunds are provided.

4. Termination & Suspension

4.1 Termination for Cause

We may suspend or terminate access immediately for:

• Non-payment
• Material breach of these Terms
• Security or legal risk
• Misuse of the Service

4.2 Termination for Convenience

Either party may terminate with written notice, subject to payment obligations through the end of the billing term.

4.3 Data Export

Upon written request during the subscription term or retention period, we will provide reasonable access for Customer Data export in a commercially standard format.

5. Service Level Agreement (SLA) & Support

5.1 Uptime Commitment

We commercially target 99.9% uptime, excluding:

• Scheduled maintenance
• Emergency maintenance
• Force majeure events

5.2 SLA Remedies

Customer's sole and exclusive remedy for failure to meet uptime commitments is service credits, if offered, at our discretion. Monetary refunds are expressly excluded.

5.3 Support & Maintenance

Support is provided via designated support channels during normal business hours. Scheduled maintenance may result in temporary service interruptions.

6. Intellectual Property & Feedback

6.1 Proprietary Rights

All intellectual property rights in the Service, including software, architecture, algorithms, documentation, and branding, are owned exclusively by Woodsystems Software Inc.

6.2 Feedback

Any feedback, suggestions, or recommendations provided by you may be used by us without restriction, compensation, or attribution, irrevocably.

7. Limitation of Liability

To the maximum extent permitted by law:

• We disclaim liability for indirect, incidental, consequential, special, or punitive damages, including lost profits, production downtime, or data loss
• Our total aggregate liability shall not exceed the fees paid in the twelve (12) months preceding the event giving rise to the claim

8. Indemnification

You agree to indemnify, defend, and hold harmless Woodsystems Software Inc. from third-party claims arising from:

• Your use or misuse of the Service
• Violation of these Terms
• Your Customer Data
• Violation of applicable laws

9. Governing Law & Dispute Resolution

9.1 Governing Law

These Terms are governed by the laws of the State of Kansas, without regard to conflict of law rules.

9.2 Arbitration

Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration shall take place in Kansas.

Class actions are expressly waived.

10. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, labor disputes, internet outages, or governmental actions.

11. Modifications to Terms

We may modify these Terms with 30 days' notice. Continued use of the Service constitutes acceptance of the updated Terms.

12. Contact Information