Terms of Service

1. Acceptance of these Terms

These Terms of Service (the "Terms") constitute a binding agreement between LWR Technologies, Inc., a Delaware C-Corporation with its principal place of business at 390 NE 191st St STE 32488, Miami, FL 33179 ("Kontracks", "we", "us", or "our"), and the business entity that subscribes to or otherwise accesses the Kontracks SaaS platform ("Customer", "Tenant Business", or "you").

By (a) clicking "I accept", "Sign up", or any similar button presented during account creation, (b) accessing or using any part of the Kontracks platform, (c) executing an Order Form that incorporates these Terms by reference, or (d) instructing any of your personnel to do any of the foregoing, you represent that you have the authority to bind your business and agree to be bound by these Terms.

If you do not agree to these Terms, do not access or use the Kontracks platform. Use by individuals is not permitted; the platform is licensed only to business entities.

2. Definitions

• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
• "Authorized User" means an employee, contractor, or agent of Customer whom Customer authorizes to access the Service under Customer's account.
• "Customer Data" means all data, content, information, and materials submitted, uploaded, transmitted, processed, or stored by or on behalf of Customer through the Service, including data Customer has lawfully obtained from its end customers.
• "Documentation" means the user guides, technical documentation, and in-product help content we make available for the Service.
• "End Customer" means the natural person or entity to whom Customer provides products or services and whose information Customer uploads to or generates within the Service.
• "Order Form" means an ordering document or online checkout flow that references these Terms and specifies the subscription plan, term, fees, and any additional terms.
• "Service" means the Kontracks SaaS platform, including its web application, mobile applications, APIs, integrations, and any related Documentation.
• "Subscription Term" means the period during which Customer is authorized to access the Service, as specified in the applicable Order Form or, absent an Order Form, the monthly billing cycle that begins on Customer's account creation date.
• "Third-Party Service" means any product, application, integration, or service operated by a party other than Kontracks (e.g., QuickBooks Online, Stripe, Telnyx, Resend, Google, Microsoft, Anthropic, OpenAI).

3. The Service

The Service is a multi-tenant Software-as-a-Service platform designed to help home-improvement service businesses manage leads, proposals, jobs, measurements, photos, invoicing, payments, customer communications (email and SMS), and financial integrations including QuickBooks Online. Subject to these Terms and the applicable Order Form, Kontracks grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Service solely for Customer's internal business operations.

The Service is provided on a software-as-a-service basis. We do not deliver copies of the underlying software for installation, and Customer acquires no rights in the underlying source code, object code, or system architecture except the access rights expressly granted in these Terms.

4. Your account

To use the Service, Customer must create an account and provide accurate, current, and complete information. Customer is responsible for (a) maintaining the confidentiality of account credentials, (b) all activity that occurs under the account, and (c) ensuring that each Authorized User complies with these Terms. Customer must notify Kontracks immediately at security@kontracks.com of any unauthorized use of the account or any other suspected security incident.

Customer represents and warrants that (i) Customer is a duly organized business entity in good standing under the laws of its jurisdiction of formation, (ii) the individual creating the account has authority to bind Customer to these Terms, (iii) Customer's use of the Service will comply with all applicable laws, and (iv) the information Customer provides is and will remain accurate.

5. Subscription plans & billing

5.1 Fees

Customer agrees to pay the fees set forth in the Order Form or the in-product pricing displayed at the time of purchase. Fees are quoted exclusive of taxes, duties, and similar governmental assessments, all of which are Customer's responsibility (except for taxes based on Kontracks' net income).

5.2 Billing cadence

Unless otherwise stated in an Order Form, subscription fees are billed in advance on a monthly or annual basis using the payment method Customer authorizes. Customer's subscription will automatically renew for successive periods of the same length as the initial Subscription Term unless Customer cancels at least one (1) day before the renewal date through the in-app billing portal or by emailing billing@kontracks.com.

5.3 Usage-based charges

Certain features (SMS messaging, dedicated phone numbers, premium AI usage, additional storage, additional sub-accounts) carry usage-based charges as published in the in-product pricing or Order Form. Usage is metered, invoiced in arrears, and added to Customer's next invoice.

5.4 Late payment

If any amount is not received by the due date, Kontracks may (a) charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, (b) suspend the Service after providing seven (7) days' written notice of delinquency, and (c) condition any reinstatement on payment of all outstanding amounts plus a reinstatement fee equal to one month's subscription fee.

5.5 No refunds for partial periods

Except as required by law or as expressly stated in our Refund Policy, fees paid for a subscription period are non-refundable. Cancellation of a monthly subscription stops future billing but does not entitle Customer to a refund for the current month. Annual subscriptions are eligible for a pro-rated refund only within thirty (30) days of the start of the initial term.

5.6 Price changes

Kontracks may modify pricing for renewal terms by providing at least thirty (30) days' notice before the renewal date. Customer's continued use of the Service after the renewal effective date constitutes acceptance of the new pricing. Pricing for an in-progress Subscription Term will not change during that term except for usage-based charges as billed.

6. Free trials & beta features

From time to time, Kontracks may offer free trials, freemium access, or beta versions of features (collectively, "Trial Features"). Trial Features are provided "AS IS" without warranty of any kind, may be modified or discontinued at any time without notice, and may not be supported. Free trials automatically convert to paid subscriptions unless Customer cancels before the trial ends. Kontracks may collect telemetry and feedback on Trial Features for the purpose of improving the Service.

7. Your data & ownership

7.1 Customer owns Customer Data

As between the parties, Customer (or its licensors) retains all right, title, and interest in and to Customer Data. Kontracks does not acquire any ownership interest in Customer Data by virtue of providing the Service.

7.2 License to operate the Service

Customer grants Kontracks a worldwide, royalty-free, fully paid-up, non-exclusive license to access, use, copy, store, process, transmit, display, modify (as necessary for format conversion or feature delivery), and create derivative works of Customer Data solely as required to (a) provide and improve the Service, (b) enforce these Terms, (c) prevent or address service, security, or technical issues, and (d) comply with applicable law, lawful process, or governmental request. This license terminates when the Customer Data is deleted in accordance with Section 18.

7.3 Aggregated & de-identified data

Kontracks may generate aggregated and de-identified data derived from Customer Data ("Aggregated Data"), and may use such Aggregated Data for any lawful business purpose, including benchmarking, product improvement, and analytics, provided that the Aggregated Data does not identify Customer, any Authorized User, or any End Customer, and Kontracks does not re-identify it.

7.4 Customer responsibilities for Customer Data

Customer represents and warrants that (i) Customer has obtained all necessary rights, consents, and permissions required to upload Customer Data to the Service and to authorize Kontracks to process it as described in these Terms, (ii) Customer Data does not violate any third-party intellectual property, privacy, publicity, or other right, (iii) Customer Data does not contain malware, viruses, or harmful code, and (iv) Customer's collection and use of End Customer data complies with all applicable laws, including the TCPA, CAN-SPAM Act, CCPA/CPRA, GDPR (where applicable), and the SMS consent requirements of the U.S. wireless carriers.

7.5 Data Processing Addendum

Where Customer processes personal data subject to GDPR, UK GDPR, CCPA/CPRA, or analogous laws, the Data Processing Addendum is incorporated into and forms part of these Terms.

8. Our intellectual property

As between the parties, Kontracks (and its licensors) retains all right, title, and interest in and to the Service, the underlying technology, the Documentation, the Kontracks name, logos, trade dress, and all related trademarks and service marks, and any improvements, modifications, derivative works, or feedback. No rights are granted to Customer except as expressly set forth in these Terms.

Customer may provide Kontracks with suggestions, comments, feedback, or ideas about the Service ("Feedback"). Customer grants Kontracks a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, modify, exploit, and commercialize Feedback for any purpose, without obligation or attribution.

9. Acceptable use

Customer agrees to comply with the Kontracks Acceptable Use Policy and, where Customer sends SMS through the Service, the SMS Acceptable Use Policy. Without limiting the AUP, Customer may not, and may not permit any Authorized User or third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Service, except to the extent applicable law expressly prohibits this restriction;
• Modify, translate, or create derivative works of the Service;
• Resell, rent, lease, sublicense, distribute, or make the Service available to any third party, except that Customer may use the Service to deliver services to its End Customers in the ordinary course of Customer's business;
• Use the Service to build a competing product or service, or to benchmark with the intent of building a competing product or service;
• Remove or alter any proprietary notices on the Service;
• Use the Service to send unsolicited communications, harvest contact information, conduct phishing, or distribute malware;
• Use the Service in violation of any law, including the TCPA, CAN-SPAM, CASL, or the GDPR;
• Attempt to gain unauthorized access to any portion of the Service or to any system or network connected to the Service;
• Conduct security testing, vulnerability scanning, or penetration testing of the Service without our prior written consent through our coordinated disclosure program at security@kontracks.com;
• Exceed published API rate limits, or bypass any technical limitations or access controls of the Service.

10. Third-party integrations

The Service interoperates with Third-Party Services that Customer chooses to enable, such as QuickBooks Online, Stripe, Telnyx, Resend, Gmail, Microsoft 365, Google Maps, Apple Maps, Anthropic, OpenAI, Google AI, and others. Kontracks does not control Third-Party Services and is not responsible for their availability, accuracy, content, security, or compliance.

Customer's use of a Third-Party Service is governed by that provider's own terms and privacy policy. Customer authorizes Kontracks to exchange data with Third-Party Services that Customer connects, to the extent necessary to deliver the integration features. Disabling or losing access to a Third-Party Service may impair related functionality in the Service; Kontracks bears no liability for such impairment.

11. Tenant Business obligations

Because the Service is multi-tenant and operates regulated communications and financial workflows on Customer's behalf, Customer specifically agrees to:

• SMS consent and carrier compliance. Obtain valid TCPA-compliant prior express written consent from every recipient of SMS messages sent through the Service. Cooperate with Kontracks, Telnyx, and The Campaign Registry (TCR) on brand and campaign registration, audit responses, and complaint resolution. Honor all opt-out requests immediately.
• Email deliverability. Use only domains Customer is authorized to send from. Honor unsubscribe requests. Comply with CAN-SPAM (U.S.), CASL (Canada), and the EU/UK GDPR e-privacy rules for any non-transactional email.
• Payments and financial data. Comply with the terms of any payment processor Customer connects (Stripe, QuickBooks Online). Reconcile invoices and payments accurately. Maintain books of record sufficient for tax and warranty compliance.
• Customer disclosures. Maintain a public privacy notice on Customer's own website that discloses Customer's data collection practices and references Kontracks as a service provider where required by law.
• Account access. Promptly deprovision Authorized Users who leave Customer's employment or change roles such that Service access is no longer appropriate.
• Lawful use of AI features. Where Customer enables AI features (assistant, pricing math, draft email, supplement writer, photo material identification, etc.), Customer is responsible for reviewing AI-generated content before relying on, sending, or representing it as Customer's own work. AI features are tools, not legal advice or final work product.

12. Service Level & availability

Kontracks will use commercially reasonable efforts to make the Service available with the monthly uptime commitments set forth in the Service Level Agreement. The SLA describes Customer's exclusive remedy for any failure to meet availability targets.

Scheduled maintenance, emergency security maintenance, and downtime caused by Third-Party Services, internet connectivity, force majeure events, or Customer's acts or omissions are excluded from the SLA.

13. Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Kontracks' Confidential Information includes the Service, Documentation, pricing, security controls, and roadmap. Customer's Confidential Information includes Customer Data and Customer's business plans.

The Recipient will (a) use Confidential Information solely to perform under these Terms, (b) protect it using at least the same degree of care it uses for its own confidential information of like importance, but no less than a reasonable standard of care, and (c) disclose it only to its employees, contractors, and advisors who need to know and who are bound by confidentiality obligations no less protective than these. Confidential Information excludes information that (i) was rightfully known to the Recipient without restriction before receipt, (ii) is or becomes publicly available without breach of these Terms, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without reference to the Discloser's Confidential Information. If compelled by law, the Recipient may disclose Confidential Information but will give prompt notice to the Discloser (where lawfully permitted) so the Discloser may seek a protective order.

14. Security

Kontracks maintains a written information security program with administrative, technical, and physical safeguards designed to protect Customer Data, as further described in the Trust & Security Overview. Security measures include encryption of data in transit (TLS 1.2+) and at rest, column-level encryption (AES-256-GCM) for sensitive credentials and OAuth tokens, role-based access control, audit logging, multi-tenant isolation by tenant identifier on every record, and regular penetration testing.

No system is impenetrable. Customer remains responsible for selecting strong passwords, enabling available multi-factor authentication, and promptly notifying Kontracks of any suspected compromise.

15. Warranties & disclaimers

Kontracks warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is, at Kontracks' option, (a) re-performance of the deficient Service, or (b) termination of the affected portion of the subscription and refund of any prepaid, unused fees for that portion.

16. Indemnification

16.1 By Kontracks

Kontracks will defend Customer and its officers, directors, and employees from and against any third-party claim alleging that Customer's use of the Service, as authorized by these Terms, directly infringes a U.S. patent, copyright, trademark, or trade secret (an "IP Claim"), and will pay any damages finally awarded by a court of competent jurisdiction or amounts agreed in a settlement, provided Customer (a) promptly notifies Kontracks in writing of the IP Claim, (b) gives Kontracks sole control of the defense and settlement, and (c) cooperates reasonably at Kontracks' expense.

If the Service becomes, or in Kontracks' reasonable opinion is likely to become, the subject of an IP Claim, Kontracks may, at its sole option and expense, (i) procure for Customer the right to continue using the Service, (ii) modify the Service so it no longer infringes while remaining substantially equivalent, or (iii) terminate the affected portion of the subscription and refund any prepaid, unused fees. Kontracks has no obligation for any IP Claim arising from (1) modifications to the Service not made by Kontracks, (2) use of the Service in combination with materials not provided by Kontracks where the infringement would not have occurred but for such combination, (3) Customer Data, (4) Customer's failure to use updates Kontracks made available, or (5) use outside the scope of these Terms. This Section 16.1 states Customer's sole and exclusive remedy and Kontracks' sole and exclusive liability for any IP Claim.

16.2 By Customer

Customer will defend, indemnify, and hold harmless Kontracks and its Affiliates, officers, directors, employees, agents, and contractors from and against any third-party claim, loss, damage, liability, or expense (including reasonable attorneys' fees) arising out of or related to (a) Customer Data or any allegation that Customer Data infringes or violates a third party's rights, (b) Customer's or any Authorized User's breach of these Terms, the AUP, the SMS AUP, or applicable law, (c) Customer's collection, use, or distribution of End Customer data (including TCPA, CAN-SPAM, CASL, or carrier 10DLC violations), (d) any communication Customer sends through the Service, (e) Customer's use of any Third-Party Service in violation of that provider's terms, or (f) any dispute between Customer and an End Customer or other third party. Customer's defense obligations are conditioned on Kontracks giving Customer prompt notice and reasonable cooperation; Kontracks may participate at its own expense with counsel of its choice.

17. Limitation of liability

The limitations in this Section apply to claims in contract, tort (including negligence), strict liability, statute, or any other theory, and to claims against either party's Affiliates, employees, agents, and contractors. The parties acknowledge that these limitations are a fundamental basis of the bargain between them.

18. Suspension & termination

18.1 Term

These Terms begin on Customer's first acceptance of them or first access to the Service and continue until the Subscription Term expires or these Terms are terminated as set forth below.

18.2 Termination for convenience

Customer may cancel a monthly subscription at any time through the in-app billing portal; cancellation takes effect at the end of the then-current billing month. Annual subscriptions may be cancelled effective the renewal date by notifying Kontracks at least thirty (30) days before the renewal.

18.3 Termination for cause

Either party may terminate these Terms for cause if the other party (a) materially breaches and fails to cure within thirty (30) days after written notice, or (b) becomes insolvent, files or has filed against it a petition for bankruptcy, makes an assignment for the benefit of creditors, or ceases business operations.

18.4 Suspension

Kontracks may suspend Customer's access immediately, without prior notice, if Customer (i) violates the AUP, the SMS AUP, or applicable law in a manner that exposes Kontracks, other tenants, or End Customers to material risk, (ii) fails to pay fees as set out in Section 5.4, or (iii) is the subject of a credible legal demand or carrier directive that requires suspension. Kontracks will restore access promptly once the underlying issue is resolved.

18.5 Effect of termination

Upon termination, (a) Customer's right to access the Service ends, (b) Customer will pay all fees accrued through the effective date of termination, (c) for a period of thirty (30) days after termination (the "Data Export Period"), Kontracks will make Customer Data available for export through the in-product export tools, and (d) following the Data Export Period, Kontracks may delete Customer Data, subject to legal hold requirements. Any provision that by its nature should survive termination will survive, including Sections 7, 8, 13, 15, 16, 17, 20, 21, 22, 26, and 27.

19. Modifications

Kontracks may update these Terms from time to time. We will post the updated Terms at this URL with a new effective date and, for material changes that adversely affect Customer's rights, will provide at least thirty (30) days' advance notice by email to the administrator address on the account or through an in-product notification. Customer's continued use of the Service after the effective date of an updated version constitutes acceptance. If Customer objects to a material change, Customer's exclusive remedy is to terminate the affected subscription before the effective date and receive a refund of any prepaid, unused fees for the affected portion.

20. Governing law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. Dispute resolution & arbitration

Please read this Section carefully. It affects how disputes between Customer and Kontracks are resolved.

Any dispute, claim, or controversy arising out of or related to these Terms or the Service (a "Dispute") will be resolved as follows:

1. Informal resolution. Before initiating arbitration, the party raising the Dispute must send a written notice to the other party describing the nature of the Dispute and the relief sought. The parties will negotiate in good faith for at least sixty (60) days from the date the notice is received before either party may commence arbitration.
2. Binding arbitration. If the Dispute is not resolved through informal negotiation, the Dispute will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator in Wilmington, Delaware (or by videoconference, at the parties' joint election), in the English language, and the arbitrator's decision will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.
3. Costs. Each party will bear its own attorneys' fees and costs. The parties will share equally the AAA administrative fees and arbitrator's fees, except that the arbitrator may award fees and costs to the prevailing party if expressly authorized by applicable law.
4. Exceptions. Notwithstanding the foregoing, either party may (a) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, and (b) bring an action in small claims court for individual claims within that court's jurisdiction.

22. Class action waiver

23. Force majeure

Neither party will be liable for any delay or failure to perform (other than Customer's obligation to pay fees) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil disturbances, government actions, labor disputes, pandemics, internet or telecommunications outages, denial of service attacks, third-party service failures, or interruptions of utilities or power. The affected party will use commercially reasonable efforts to mitigate the impact and resume performance.

24. Assignment

Customer may not assign or transfer these Terms or any rights or obligations under them without Kontracks' prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided the successor is not a competitor of Kontracks and agrees in writing to be bound by these Terms. Kontracks may assign these Terms without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business. Any purported assignment in violation of this Section is void.

25. Notices

Notices to Kontracks must be sent to legal@kontracks.com with a courtesy copy by first-class mail to LWR Technologies, Inc., Attn: Legal, 390 NE 191st St STE 32488, Miami, FL 33179. Notices to Customer will be sent to the administrator email address on Customer's account and will be deemed received on the date sent. Either party may change its notice address by giving written notice to the other party.

26. Entire agreement

These Terms (together with any Order Form, the AUP, the SMS AUP, the DPA, the Privacy Policy, the SLA, and the Refund Policy, each of which is incorporated by reference) constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous understandings, proposals, communications, and agreements, written or oral. No purchase order, vendor onboarding form, or other Customer document will modify these Terms, even if Kontracks accepts or signs it; any such terms are expressly rejected.

27. Severability & waiver

If any provision of these Terms is held to be unenforceable or invalid, the provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. No failure or delay by a party in exercising any right under these Terms will operate as a waiver of that right.

28. U.S. Government end users

The Service is "commercial computer software" and the Documentation is "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. If the Service is acquired by or on behalf of an agency of the U.S. Government, the Government's rights are limited to those granted to commercial customers under these Terms.

29. Export control

Customer will comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations, U.S. trade and economic sanctions, and similar laws of other jurisdictions. Customer represents that it is not (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. trade sanctions (currently Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk and Luhansk People's Republics), and (b) not a Specially Designated National or otherwise on any U.S. or other government restricted-party list.

30. Contact

Questions about these Terms: legal@kontracks.com.
Billing: billing@kontracks.com.
Security: security@kontracks.com.
Mailing address: LWR Technologies, Inc. · 390 NE 191st St STE 32488 · Miami, FL 33179 · United States.