Terms of Service

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1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and KJXX Systems Corp., a corporation organized under the laws of the State of Utah, with its principal office at 274 South 600 East, Suite 210, Salt Lake City, UT 84102 ("KJXX," "we," "us," or "our").

By accessing or using the KJXX platform, APIs, mobile applications, or any associated services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

2. Service Description

KJXX Systems provides a cloud-based construction project coordination platform that enables commercial construction firms, general contractors, and subcontractors to:

• Track real-time project progress through unified dashboards (SitePulse™)
• Conduct and document safety inspections and OSHA compliance checks (SafeCheck™)
• Schedule, dispatch, and confirm workforce assignments across multiple jobsites (CrewSync™)
• Coordinate material procurement, delivery tracking, and vendor communications (MaterialFlow™)

The Service generates transactional email notifications related to operational events, including but not limited to safety alerts, delivery confirmations, schedule changes, inspection results, and billing receipts.

3. Eligibility & Access

The Service is available to businesses and authorized representatives who are at least 18 years of age and have the legal capacity to enter binding agreements. By registering, you represent that:

• You are authorized to act on behalf of the organization you represent;
• All registration information provided is accurate, current, and complete;
• You will maintain the accuracy of such information throughout your use of the Service.

KJXX reserves the right to refuse access or terminate accounts that do not meet eligibility criteria.

4. Client Obligations

As a Client, you agree to:

• Use the Service only for lawful construction project coordination and management purposes;
• Maintain the confidentiality of your account credentials and notify us immediately of any unauthorized access;
• Ensure that all users under your organization's account comply with these Terms;
• Provide accurate project, workforce, and vendor data necessary for the Service to function;
• Comply with all applicable local, state, federal, and international laws and regulations.

5. Prohibited Uses

You shall not use the Service to:

• Send unsolicited commercial messages, spam, or marketing communications;
• Transmit messages to purchased, rented, or harvested email lists;
• Conduct cold outreach or mass mailing campaigns;
• Distribute malware, phishing attempts, or deceptive content;
• Violate any applicable anti-spam legislation (CAN-SPAM, CASL, GDPR);
• Impersonate any person or entity or misrepresent your affiliation;
• Attempt to gain unauthorized access to the Service's infrastructure or other users' data;
• Use the Service for any illegal activity, including but not limited to fraud, money laundering, or harassment;
• Reverse engineer, decompile, or disassemble any part of the Service;
• Resell, sublicense, or redistribute access to the Service without written consent.

Violation of these prohibitions may result in immediate account suspension or termination, and KJXX reserves the right to report violations to relevant authorities.

6. Fees & Payment

Access to the Service is provided under subscription plans as described on our pricing page or in an executed Order Form. Payment terms include:

• Subscription fees are billed monthly or annually in advance, as selected during registration;
• All fees are quoted in U.S. Dollars and are non-refundable except as expressly stated herein;
• Late payments are subject to a service charge of 1.5% per month or the maximum rate permitted by law, whichever is lower;
• KJXX reserves the right to suspend access for accounts with overdue balances exceeding 15 days;
• We may adjust pricing with at least 30 days' written notice prior to the start of a new billing cycle.

7. Intellectual Property

All intellectual property rights in the Service — including software, designs, trademarks, documentation, and methodologies — remain the exclusive property of KJXX Systems Corp. These Terms grant you a limited, non-exclusive, non-transferable license to use the Service during the subscription term solely for your internal business operations.

You retain ownership of all data you submit to the Service ("Client Data"). By uploading Client Data, you grant KJXX a limited license to process, store, and transmit that data solely to provide and improve the Service.

8. Confidentiality

Each party agrees to treat as confidential all non-public information disclosed by the other party ("Confidential Information"). Confidential Information shall not be disclosed to any third party without the disclosing party's prior written consent, except:

• To employees, contractors, or sub-processors who need access to perform obligations under these Terms and who are bound by comparable confidentiality obligations;
• As required by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party where legally permitted.

Confidentiality obligations survive termination of these Terms for a period of three (3) years.

9. Data Protection

KJXX processes personal data in accordance with our Privacy Policy, which is incorporated into these Terms by reference. We comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

Upon request, KJXX will enter into a Data Processing Agreement (DPA) with Clients who require one under applicable data protection legislation.

10. Service Availability & SLA

KJXX targets a platform availability of 99.9% measured on a monthly basis, excluding scheduled maintenance windows. Our commitments include:

• Scheduled maintenance is performed during off-peak hours (Sundays 02:00–06:00 MT) with at least 48 hours' advance notice;
• Unscheduled downtime exceeding our SLA target entitles affected Clients to service credits as outlined in the applicable Order Form;
• Real-time status updates are available through our status page;
• Critical incidents are communicated via email to designated account administrators within 60 minutes of detection.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• KJXX's total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid by you during the twelve (12) months immediately preceding the event giving rise to the claim;
• IN NO EVENT SHALL KJXX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL;
• These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if KJXX has been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless KJXX Systems Corp., its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service in violation of these Terms;
• Your violation of any applicable law or regulation;
• Any allegation that Client Data infringes the intellectual property or privacy rights of any third party;
• Your failure to maintain the security of your account credentials.

13. Termination

Either party may terminate these Terms under the following conditions:

• For convenience: Either party may terminate with 30 days' written notice at the end of the current billing period;
• For cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within 15 days of written notice;
• By KJXX: We may suspend or terminate your access immediately if we reasonably believe your use violates our Acceptable Use Policy, poses a security risk, or may result in legal liability.

Upon termination, your right to access the Service ceases immediately. KJXX will make Client Data available for export for 30 days following termination, after which it may be permanently deleted.

14. Dispute Resolution & Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-law principles.

Any dispute arising out of or relating to these Terms shall be resolved through the following process:

1. Informal Resolution: The parties shall first attempt to resolve the dispute through good-faith negotiation for a period of 30 days;
2. Mediation: If informal negotiations fail, the dispute shall be submitted to mediation administered by the American Arbitration Association (AAA) in Salt Lake City, Utah;
3. Binding Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration under AAA Commercial Arbitration Rules, conducted in Salt Lake City, Utah. The arbitrator's decision shall be final and binding.

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

15. Contact

For questions regarding these Terms of Service, please contact:

KJXX Systems Corp.
274 South 600 East, Suite 210
Salt Lake City, UT 84102
Email: legal@kjxx.com
Phone: +1 (801) 436-7182