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CORTEX BY JOBDOX

Terms of Service & Subscription Agreement

Version 2.0 · Effective September 3, 2026

Includes Exhibit A — Cancellation, Renewal & Termination Policy

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACTIVATING OR USING THE SERVICE. ACTIVATION OF A PAID SUBSCRIPTION CONSTITUTES A LEGALLY BINDING COMMITMENT TO ITS TERMS.

RECITALS

WHEREAS, Company has developed and operates Cortex, a cloud-based project management and field service software platform designed for restoration and field service companies, accessible at jobdox.ai (the “Platform”);

WHEREAS, Subscriber desires to obtain access to the Platform for its internal business operations on a subscription basis; and

WHEREAS, Company is willing to grant such access subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

TermDefinition
“Agreement”This Software-as-a-Service Subscription Agreement, including all Exhibits and order documentation incorporated herein by reference.
“Activation”Has the meaning set forth in Section 4.3.
“Authorized User”Any individual employee, contractor, or agent of Subscriber who is granted login credentials and authorized by Subscriber to access the Platform.
“Company”Job-Dox, LLC, a Texas limited liability company.
“Cortex” or “Platform”The Cortex software-as-a-service platform for restoration and field service project management, operated by Company and hosted at jobdox.ai, including all features, modules, updates, upgrades, and documentation provided by Company thereunder.
“Cortex Coin Premium”The optional AI feature add-on module available for an additional recurring fee as described in Section 5.2.
“Cycle Rate”Has the meaning set forth in Section 8.4.
“Remaining Balance”Has the meaning set forth in Section 8.4.
“Subscriber Data”All data, content, and information submitted by Subscriber or its Authorized Users to the Platform in connection with Subscriber’s use of the Service.
“Subscription Fee”The recurring platform access fee payable by Subscriber as set forth in Section 5.
“Term,” “Initial Term,” “Renewal Term”Have the meanings set forth in Exhibit A.
“White Glove Onboarding”The optional one-time professional onboarding and implementation service described in Section 5.2.

2. GRANT OF ACCESS

2.1 License Grant

Subject to Subscriber’s full and timely compliance with this Agreement — including without limitation all payment obligations — Company hereby grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term solely for Subscriber’s internal business operations. This grant extends to Subscriber’s Authorized Users up to the applicable user tier limit defined in Section 5.1.

2.2 Restrictions

Subscriber shall not, and shall ensure its Authorized Users do not:

  • Copy, reproduce, modify, reverse engineer, decompile, disassemble, or create derivative works of the Platform or any component thereof;
  • Sell, resell, sublicense, transfer, assign, or otherwise make the Platform available to any third party outside Subscriber’s organization;
  • Use the Platform to develop a competing product or service, or to benchmark the Platform against any competing offering without Company’s prior written consent;
  • Remove, alter, or obscure any proprietary notices, trademarks, or labels on or within the Platform;
  • Use the Platform for any unlawful purpose, or in violation of any applicable local, state, federal, or international law or regulation;
  • Circumvent, disable, or otherwise interfere with any security or access control features of the Platform; or
  • Share login credentials among multiple individuals. Each Authorized User must have unique credentials.

2.3 Reservation of Rights

Company reserves all rights not expressly granted herein. No implied licenses are granted by this Agreement. The Platform, including all intellectual property rights therein, is and shall remain the sole and exclusive property of Company.

3. SUBSCRIBER OBLIGATIONS

3.1 Account Responsibility

Subscriber is solely responsible for (a) maintaining the confidentiality of all login credentials; (b) all activity occurring under Subscriber’s account; and (c) promptly notifying Company of any unauthorized use or security breach. Company shall not be liable for any loss or damage resulting from Subscriber’s failure to comply with these obligations.

3.2 Accurate Information

Subscriber represents and warrants that all information provided to Company in connection with this Agreement — including contact information, payment information, and user counts — is accurate, complete, and current. Subscriber shall promptly update Company in writing if any such information changes.

3.3 User Count Accuracy

Subscriber is responsible for accurately reporting and maintaining its Authorized User count within the Platform. Subscriber acknowledges that pricing adjusts automatically based on the actual number of active Authorized Users, upward only. The addition of users causing Subscriber to exceed a pricing tier threshold results in automatic upward adjustment of the Subscription Fee to the applicable tier, effective immediately and prorated for the remainder of the then-current billing cycle, as described in Section 5.1. Downward tier adjustment requires a written request and takes effect at the commencement of the next Term as provided in Exhibit A. Subscriber’s failure to monitor its user count shall not relieve Subscriber of its payment obligations under the applicable tier.

3.4 Acceptable Use

Subscriber shall use the Platform in accordance with all applicable laws and regulations and shall not use the Platform in any manner that: (a) violates the rights of any third party; (b) introduces malicious code, viruses, or harmful data into the Platform; (c) places an unreasonable or disproportionate load on Company’s infrastructure; or (d) interferes with the use and enjoyment of the Platform by other subscribers.

4. SUBSCRIPTION PLANS, TRIAL, AND ACTIVATION

4.1 Subscription Plans

Cortex is offered through tiered subscription plans (Essential, Team, and Scale) as set forth in Section 5.1. All plans are billed every twenty-eight (28) days. The plan tier selected by Subscriber is recorded on Subscriber’s account.

4.2 Free Trial

New subscribers may access a fourteen (14) day free trial of a selected plan. No payment method is required to begin a trial. No charge is assessed during the trial period or upon its expiration, and the trial does not convert automatically into a paid subscription.

Upon expiration of the trial, access to paid features will pause. Data entered during the trial is retained in accordance with Section 6.3, and activation within the applicable retention period restores that data intact.

4.3 Activation

A paid subscription commences only when Subscriber affirmatively activates it by adding a valid payment method and completing checkout (“Activation”). Activation constitutes Subscriber’s agreement to the Term and to the payment obligations set forth in Section 5, Section 8.4, and Exhibit A.

The Initial Term commences on the date of Activation. Days elapsed during a free trial do not count toward the Term. Term length, renewal, and cancellation are governed by Exhibit A.

5. FEES, PRICING, AND BILLING

5.1 Platform Subscription Fee — Progressive Pricing

The Subscription Fee is based on the number of Authorized Users active within the Platform. There is no fixed cap on the number of users Subscriber may add; the applicable pricing tier is determined by Authorized User count as follows:

TierAuthorized UsersEvery 28 Days
Essential1 – 10 Users$550.00
Team11 – 20 Users$825.00
Scale21+ Users$1,100.00

The Subscription Fee is billed every twenty-eight (28) days for each of the thirteen (13) billing cycles in the Term. Company may offer a discounted rate for payment of the full Term in advance; such arrangements are quoted individually and recorded on the applicable order documentation.

When Subscriber adds Authorized Users beyond the limit of the current tier, the subscription automatically upgrades to the applicable higher tier and the new rate takes effect immediately, prorated for the remainder of the then-current billing cycle. Reductions in Authorized User count do not reduce the Subscription Fee during the then-current Term. Subscriber may request a tier downgrade, which takes effect at the commencement of the next Term as provided in Exhibit A.

Company reserves the right to verify user counts through Platform administrative records, and Subscriber’s self-reported counts shall be subject to audit as provided in Section 5.6.

5.2 Optional Add-On Services

Add-OnFeeTerms
White Glove Onboarding$1,000.00 (one-time)Non-refundable and non-creditable once onboarding services have commenced. Fully refundable if cancellation occurs before onboarding commences.
Cortex Coin Premium$199.00 every 28 daysOptional. May be added or removed on twenty-eight (28) days’ written notice, effective at the start of the next billing cycle. No proration for a partial cycle.

Add-on fees are excluded from the Cycle Rate and from any Early Termination Fee calculation under Section 8.4. Cortex Coin Premium terminates automatically on the effective date of any subscription cancellation.

5.3 Subscription Term and Billing

The subscription Term consists of thirteen (13) consecutive twenty-eight (28) day billing cycles, totalling three hundred sixty-four (364) days, as defined in Exhibit A. Subscriber agrees to pay the Subscription Fee for each of the thirteen (13) billing cycles throughout the Term regardless of actual Platform usage. Fees are charged automatically to Subscriber’s payment method on file at the commencement of each billing cycle. All fees are stated in U.S. Dollars.

5.4 Late Payment

Late fees, suspension, and termination for non-payment are governed exclusively by the non-payment schedule set forth in Exhibit A, Section A-8. Suspension of access due to non-payment shall not relieve Subscriber of its payment obligations for the remainder of the Term.

5.5 Price Changes

Company reserves the right to modify subscription pricing. Existing subscribers will be notified at least sixty (60) days in advance of any increase to their subscription rate, which will take effect at the next renewal. Notice of any rate increase will be delivered with the advance renewal notice required under Exhibit A, Section A-3. A rate increase not disclosed at least sixty (60) days before the Term End Date shall not take effect until the following Term.

5.6 Audit Rights

Company reserves the right, upon not less than five (5) business days’ written notice, to audit Subscriber’s Authorized User count using Platform administrative tools and records. If an audit reveals that Subscriber has underpaid Subscription Fees based on its actual user count, Subscriber shall remit the shortfall within ten (10) business days, plus a reasonable audit fee not to exceed $250.00. Repeated underreporting of user counts shall constitute a material breach of this Agreement.

5.7 Taxes

All fees stated herein are exclusive of applicable taxes. Subscriber is responsible for all sales, use, excise, value-added, or other taxes or governmental charges imposed on or with respect to the transactions and payments under this Agreement, excluding taxes based on Company’s net income.

5.8 Payment Method

Subscriber is responsible for maintaining a valid payment method on file. Subscriber authorizes Company to charge that payment method for all amounts due under this Agreement, including any Early Termination Fee under Section 8.4. If a payment fails or the payment method becomes invalid, Company may suspend or restrict access in accordance with Exhibit A, Section A-8.

5.9 Refunds

Except as expressly provided in Sections 8.2, 11.2, and 16 of this Agreement and in Exhibit A, subscription fees paid to Company are non-refundable. Partial billing cycles, unused subscription time, and inactive accounts will not be refunded upon cancellation.

6. SUBSCRIBER DATA AND PRIVACY

6.1 Data Ownership

As between the parties, Subscriber retains all right, title, and interest in and to Subscriber Data. Company does not claim any ownership interest in Subscriber Data. Subscriber grants Company a limited, non-exclusive license to use, process, and transmit Subscriber Data solely as necessary to provide the Platform and related services under this Agreement.

6.2 Data Handling and Security

Company will implement and maintain reasonable technical and organizational measures designed to protect Subscriber Data against unauthorized access, disclosure, alteration, or destruction. The safeguards Company maintains are described in Section 5 of the Data Processing Addendum and, in current operational detail, in our Security Overview. Notwithstanding the foregoing, Company does not guarantee that Subscriber Data will be free from all unauthorized access, and Subscriber acknowledges the inherent risks of transmitting data over the internet.

Breach notification. In the event Company becomes aware of a security incident resulting in unauthorized access to or disclosure of Subscriber Data, Company will notify Subscriber without undue delay and in any event within seventy-two (72) hours of confirming the incident, and will provide known details regarding the scope of the incident, the categories of data affected, and remediation steps taken or planned.

6.3 Data Export, Retention, and Deletion

Upon expiration or termination of this Agreement, Company will deliver to Subscriber a complete export of Subscriber Data at no charge, on or before the effective date of cancellation. No request from Subscriber is required.

Subscriber Data is retained for sixty (60) days following the effective date, during which reactivation restores the account in full with no data loss. After sixty (60) days, Subscriber Data is permanently deleted from production systems, and backup copies expire in the ordinary course of Company’s backup cycle. Deletion is irreversible.

Where this Agreement is terminated by Company for cause, the retention period is thirty (30) days and the export will be delivered upon written request.

Data entered during a free trial that is not activated is retained for sixty (60) days following trial expiration, after which it is permanently deleted. Activation within that period restores all trial data intact.

6.4 Usage Data

Company may collect and use aggregated, anonymized usage data derived from Subscriber’s use of the Platform for purposes of improving the Platform, developing new features, and conducting internal analytics. Such aggregated data shall not include any personally identifiable information and shall not be attributed to Subscriber.

6.5 Data Processing Addendum

Where Subscriber Data includes personal data subject to applicable privacy laws, the parties’ respective obligations are governed by the Data Processing Addendum, which is incorporated into and forms part of this Agreement. In the event of conflict between the Data Processing Addendum and any other provision of this Agreement with respect to the processing of personal data, the Data Processing Addendum controls.

7. TERM AND RENEWAL

7.1 Subscription Term

By activating a paid plan, Subscriber agrees to a minimum subscription term of thirteen (13) consecutive twenty-eight (28) day billing cycles, totalling three hundred sixty-four (364) days (the “Initial Term”), commencing on Activation. The Term is 364 days and is not a calendar year.

THE INITIAL TERM CONSTITUTES A FIRM FINANCIAL COMMITMENT. SUBSCRIBER SHALL REMAIN OBLIGATED FOR ALL SUBSCRIPTION FEES THROUGH THE END OF THE INITIAL TERM REGARDLESS OF WHETHER SUBSCRIBER CONTINUES TO ACTIVELY USE THE PLATFORM, SUBJECT TO THE EARLY TERMINATION PROVISIONS OF SECTION 8.4 AND EXHIBIT A.

7.2 Renewal

Each Term automatically renews into a successive Term of equal length — thirteen (13) consecutive twenty-eight (28) day billing cycles — at the then-current rate, unless either party delivers notice of non-renewal on or before the Term End Date. Renewal, non-renewal notice, and Company’s advance renewal notice obligations are governed by Exhibit A, Section A-3.

7.3 Effect of Non-Renewal Notice

A valid non-renewal notice delivered in accordance with Exhibit A, Section A-4 terminates this Agreement at the close of the then-current Term. Subscriber remains responsible for all fees through the last day of that Term. Non-renewal does not constitute early termination and carries no Early Termination Fee.

8. TERMINATION

8.1 Termination for Cause by Company

Company may terminate this Agreement immediately upon written notice to Subscriber if:

  • Subscriber fails to cure non-payment in accordance with the schedule set forth in Exhibit A, Section A-8;
  • Subscriber materially breaches any non-payment provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice from Company describing the breach in reasonable detail;
  • Subscriber becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to any bankruptcy, reorganization, or similar proceeding; or
  • Subscriber uses the Platform in a manner that poses an immediate security risk to Company’s infrastructure or other subscribers.

8.2 Termination for Cause by Subscriber

Subscriber may terminate this Agreement if Company materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving Subscriber’s written notice describing the breach in reasonable detail. Termination is effective at the end of the cure period if the breach remains uncured.

The following constitute material breach by Company: (a) more than seventy-two (72) consecutive hours of unscheduled Platform downtime; (b) loss or corruption of Subscriber Data caused by Company and not restorable from backup; or (c) unauthorized disclosure of Subscriber Data resulting from Company’s failure to maintain the safeguards described in Section 6.2. Downtime attributable to force majeure, third-party infrastructure, or Subscriber’s own actions is excluded.

Such termination entitles Subscriber to a pro-rated refund of prepaid Subscription Fees attributable to the period following the effective date of termination, and no Early Termination Fee shall apply. Except in cases of gross negligence or willful misconduct, this is Subscriber’s sole and exclusive remedy for material breach by Company.

Notice of breach and notice of termination are distinct. The cure period runs from Company’s receipt of notice of breach.

8.3 Cancellation

To cancel a subscription, Subscriber must deliver written notice in accordance with Exhibit A, Section A-4. Notice by email to info@job-dox.com is sufficient and is effective on receipt. Company will acknowledge receipt in writing within two (2) business days, confirming the effective date, the final billing amount, any Early Termination Fee, the data export delivery date, and the data deletion date.

Cancellation is not subject to Company’s approval. Subscriber is not required to state a reason, and no retention conversation is a condition of cancellation.

8.4 Early Termination

If Subscriber cancels its subscription prior to the completion of the then-current Term, an early termination fee (the “Early Termination Fee”) shall become due and payable on the effective date of cancellation, calculated as follows:

(a) During the Initial Term, an amount equal to the greater of (i) two (2) times the Cycle Rate, or (ii) fifty percent (50%) of the Remaining Balance.

(b) During any Renewal Term, an amount equal to two (2) times the Cycle Rate.

(c) No Early Termination Fee shall be due if (i) two (2) or fewer billing cycles remain in the then-current Term as of the effective date of cancellation, or (ii) Subscriber has delivered a valid notice of non-renewal in accordance with Section 7.3.

(d) Relationship to termination for cause. This Section governs cancellation by Subscriber. Termination by Company for cause under Section 8.1 shall instead accelerate the full Remaining Balance as provided in Exhibit A, and the Early Termination Fee shall not apply in lieu of that obligation.

For purposes of this Section: “Cycle Rate” means the Subscription Fee attributable to a single twenty-eight (28) day billing cycle, excluding all add-on fees and taxes. “Remaining Balance” means the Cycle Rate multiplied by the number of billing cycles remaining in the then-current Term following the effective date of cancellation.

The parties acknowledge and agree that Company’s actual damages arising from early termination are difficult to ascertain with precision; that the Early Termination Fee constitutes a reasonable estimate of such damages made by the parties at the time of contracting; and that the Early Termination Fee is intended as liquidated damages and not as a penalty.

Calculation, settlement, and administration of the Early Termination Fee are governed by Exhibit A, Section A-5.

8.5 Effects of Termination

Upon expiration or termination of this Agreement for any reason: (a) all rights and licenses granted to Subscriber shall immediately cease; (b) Subscriber shall immediately cease all use of the Platform; (c) Subscriber’s access to the Platform will be suspended; and (d) all outstanding fees shall become immediately due and payable.

Sections 5 (Fees), 6 (Subscriber Data), 8.4 (Early Termination), 9 (Confidentiality), 10 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14 (Dispute Resolution), and 19 (General Provisions), together with Exhibit A Sections A-5, A-8, A-9, and A-10, shall survive termination.

9. CONFIDENTIALITY

Each party acknowledges that during the course of this Agreement it may receive Confidential Information of the other party. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose such Confidential Information to any third party without prior written consent; and (c) use the Confidential Information solely for purposes of performing its obligations under this Agreement. This obligation survives for three (3) years following termination. For the avoidance of doubt, the Platform, its underlying code, architecture, and pricing structures constitute Confidential Information of Company.

10. INTELLECTUAL PROPERTY

Company retains all right, title, and interest in and to the Platform, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. Nothing in this Agreement shall be construed as a transfer or assignment of any intellectual property rights to Subscriber. Subscriber acknowledges that access to the Platform does not confer any ownership interest in the Platform or any portion thereof. Any feedback, suggestions, or enhancement requests provided by Subscriber to Company regarding the Platform may be used by Company freely and without restriction or compensation to Subscriber.

11. DISCLAIMERS AND WARRANTIES

11.1 Service Disclaimer

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. SUBSCRIBER’S USE OF THE PLATFORM IS AT SUBSCRIBER’S SOLE RISK.

11.2 Uptime Target

Company will use commercially reasonable efforts to make the Platform available 99% of the time in any given calendar month, excluding scheduled maintenance windows. Company will endeavor to schedule maintenance during off-peak hours and to provide advance notice where practicable. Downtime due to circumstances beyond Company’s reasonable control — including force majeure events, third-party infrastructure failures, internet outages, or Subscriber’s own actions — shall not count against this uptime target. Subscriber’s sole remedy for failure to meet this target shall be a service credit equal to the pro-rated daily portion of the applicable Subscription Fee for each day the Platform is unavailable beyond the target threshold, not to exceed the total Subscription Fee paid for the affected billing cycle.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL CASES, COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY SUBSCRIBER IN THE THREE (3) BILLING CYCLES IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. INDEMNIFICATION

13.1 Subscriber Indemnification

Subscriber shall defend, indemnify, and hold harmless Company, its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Subscriber’s use of the Platform in violation of this Agreement or applicable law; (b) Subscriber Data or Subscriber’s submission thereof to the Platform; (c) any breach by Subscriber of its representations, warranties, or obligations under this Agreement; or (d) Subscriber’s violation of any third-party rights.

13.2 Company Indemnification

Company shall defend, indemnify, and hold harmless Subscriber from and against any third-party claim alleging that the Platform, as delivered by Company and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret. This obligation shall not apply to the extent that any claim arises from: (i) Subscriber’s modification of the Platform; (ii) Subscriber’s combination of the Platform with third-party products or services not provided or authorized by Company; or (iii) Subscriber’s use of the Platform in breach of this Agreement.

14. DISPUTE RESOLUTION

14.1 Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.2 Exclusive Jurisdiction and Venue

Any legal action, suit, or proceeding arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be instituted exclusively in the state or federal courts of competent jurisdiction located in Denton County, Texas. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue.

14.3 Informal Resolution

Prior to initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. The complaining party shall provide written notice describing the dispute in reasonable detail. The parties shall have fifteen (15) business days from the date of such notice to attempt resolution before either party may initiate formal proceedings. This requirement shall not apply to claims for injunctive or other equitable relief.

14.4 Billing Disputes

Billing disputes are governed by Exhibit A, Section A-10. Subscriber agrees to raise any billing dispute in writing within thirty (30) days of the invoice date before initiating a chargeback or other payment reversal.

14.5 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.6 Attorneys’ Fees

In any dispute arising under or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other legal expenses from the non-prevailing party.

15. SUSPENSION OF ACCESS

In addition to any termination rights, Company reserves the right to suspend Subscriber’s access to the Platform, without liability, in the following circumstances: (a) non-payment, in accordance with the schedule set forth in Exhibit A, Section A-8; (b) suspected unauthorized use or security breach; (c) violation of the acceptable use provisions in Section 3.4; or (d) as required by applicable law or court order. Company will endeavor to provide advance notice of suspension where practicable, except in cases of immediate security risk or legal obligation. Suspension does not relieve Subscriber of its payment obligations.

16. FORCE MAJEURE

Neither party shall be in breach of this Agreement or liable for any failure or delay in performance to the extent caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, pandemics, government actions, civil unrest, cyberattacks by third parties, or internet or infrastructure outages not attributable to such party’s negligence (each, a “Force Majeure Event”). The affected party shall promptly notify the other party in writing of the Force Majeure Event and its expected duration. If a Force Majeure Event affecting Company’s ability to deliver the Platform continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice, no Early Termination Fee shall apply, and Company’s sole liability shall be a pro-rated refund of prepaid fees for the period of unavailability.

17. MODIFICATIONS TO THE PLATFORM AND AGREEMENT

17.1 Platform Updates

Company reserves the right to modify, update, enhance, or discontinue any feature or functionality of the Platform at any time, provided that such changes do not materially diminish the core functionality of the Platform. Company will endeavor to provide advance notice of significant changes.

17.2 Agreement Modifications

Company reserves the right to modify this Agreement upon sixty (60) days’ written notice to Subscriber. Subscriber’s continued use of the Platform following the effective date of any modification shall constitute acceptance of the revised Agreement. Modifications do not apply retroactively to a Subscriber’s then-current Term.

If a modification materially and adversely affects Subscriber’s rights or increases Subscriber’s fees mid-Term, Subscriber may terminate this Agreement effective on the modification’s effective date, with no Early Termination Fee and a pro-rated refund of prepaid Subscription Fees, by providing written notice before that date.

18. MARKETING AND PUBLICITY

Subscriber grants Company a limited, non-exclusive, royalty-free right to identify Subscriber as a customer of Company in Company’s marketing materials, website, and sales presentations using Subscriber’s name and logo. Company shall not make any representations regarding the specifics of Subscriber’s use of the Platform without Subscriber’s prior written consent. Subscriber may withdraw this authorization upon thirty (30) days’ written notice to Company.

19. GENERAL PROVISIONS

19.1 Entire Agreement and Order of Precedence

This Agreement, together with all Exhibits incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether written or oral. No pre-contractual statements, marketing materials, or sales representations form part of this Agreement unless expressly incorporated herein.

The following are incorporated into and form part of this Agreement: Subscriber’s order documentation, Exhibit A (Cancellation, Renewal & Termination Policy), the Data Processing Addendum, and the Privacy Policy.

Order of precedence. In the event of conflict, the following order controls: (1) Subscriber’s order documentation; (2) the Data Processing Addendum; (3) this Agreement; (4) Exhibit A; (5) the Privacy Policy. Notwithstanding the foregoing, Exhibit A controls exclusively with respect to subscription term length, renewal, cancellation notice, seat and tier changes, account holds, non-payment procedures, and data export, retention, and deletion. The rate of the Early Termination Fee is established by Section 8.4 of this Agreement. The Data Processing Addendum controls with respect to the processing of personal data.

19.2 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

19.3 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof. Any waiver must be in writing and signed by an authorized representative of the waiving party.

19.4 Assignment

Subscriber may not assign or transfer this Agreement, or any rights or obligations hereunder, whether by operation of law, merger, or otherwise, without Company’s prior written consent. Company may assign this Agreement freely, including to an acquirer of substantially all of Company’s assets or business, upon written notice to Subscriber. Any purported assignment in violation of this Section is void.

19.5 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) confirmed email to the address on file for the receiving party; or (c) next-business-day delivery by a nationally recognized overnight courier.

All notices to Company, including cancellation, non-renewal, and billing notices, shall be delivered to info@job-dox.com. Notices to Subscriber shall be delivered to the contact information recorded on Subscriber’s account.

19.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, franchise, or employment relationship between the parties.

19.7 Electronic Acceptance

Activation of a paid subscription constitutes Subscriber’s electronic acceptance of this Agreement and is binding to the same extent as a handwritten signature. Where Subscriber requires a countersigned copy, the parties may execute one on request.

19.8 Headings

Section headings are for convenience only and shall not affect the construction or interpretation of this Agreement.

EXHIBIT A — CANCELLATION, RENEWAL & TERMINATION POLICY

Incorporated into and forming part of this Agreement.

A-1. SCOPE

This Exhibit governs subscription term, renewal, cancellation, and termination for all Cortex accounts. It is incorporated by reference into the Agreement and forms part of it.

This Exhibit is the sole source of terms governing: term length, renewal, cancellation notice, seat and tier changes, account holds, the non-payment schedule, and data export, retention, and deletion. The rate of the Early Termination Fee is established by Section 8.4 of the Agreement; this Exhibit governs its calculation, settlement, and administration. Where the Agreement addresses subjects owned by this Exhibit, it does so only by cross-reference.

Where a signed, negotiated agreement conflicts with this Exhibit, that agreement controls for that Subscriber only.

A-2. DEFINITIONS

TermDefinition
Billing CycleTwenty-eight (28) consecutive days.
TermThirteen (13) consecutive Billing Cycles, totalling three hundred sixty-four (364) days.
Initial TermThe first Term, commencing on Activation.
Renewal TermEach successive Term following the Initial Term.
Cycle RateAs defined in Section 8.4 of the Agreement. Excludes add-ons and taxes.
Effective DateThe last day of the Billing Cycle in which Notice is received.
Term End DateThe last day of the thirteenth (13th) Billing Cycle of the current Term.
Remaining BalanceAs defined in Section 8.4 of the Agreement.
NoticeWritten cancellation or non-renewal notice delivered under Section A-4.

The Term is 364 days and is not a calendar year.

A-3. RENEWAL

Each Term automatically renews into a successive Term at the then-current rate unless either party delivers Notice of non-renewal on or before the Term End Date.

There is no notice window to miss. Notice delivered at any point before the Term End Date — including the final day — stops renewal with no fee and no forfeiture.

Company shall deliver a written renewal notice no later than sixty (60) days before the Term End Date, stating the Term End Date, the renewal rate, and the method for declining renewal. Any rate increase must appear in that notice; an increase not disclosed sixty (60) days in advance shall not take effect until the following Term.

A-4. NOTICE

A-4.1 Delivery

Notice must be in writing and delivered by either of the following:

  • Email to info@job-dox.com; or
  • Email to Subscriber’s assigned account representative at a job-dox.com address.

Notice sent to a representative no longer employed by Company remains valid if sent to a job-dox.com address. Verbal notice, support chat messages, and social media communications do not constitute Notice.

A-4.2 Effectiveness

Notice is effective upon receipt by Company. Company shall acknowledge receipt in writing within two (2) business days, confirming the date received, the Effective Date, the final billing amount, any Early Termination Fee amount, the data export delivery date, and the data deletion date.

A-4.3 Effective Date

Mid-term cancellation. The Effective Date is the last day of the Billing Cycle in which Notice is received. Service continues at full functionality through that date.

Non-renewal. The Effective Date is the Term End Date.

No Billing Cycle shall be invoiced after Notice is received. The only charge following Notice is the Early Termination Fee, invoiced on the Effective Date.

A-5. EARLY TERMINATION FEE

Subscriber may cancel at any time during a Term. The rate of the Early Termination Fee (“ETF”) is established by Section 8.4 of the Agreement and is summarized below for administration. If this summary and Section 8.4 diverge, Section 8.4 controls.

CircumstanceEarly Termination Fee
Cancellation during the Initial TermGreater of (a) 2 × Cycle Rate, or (b) 50% of Remaining Balance
Cancellation during a Renewal Term2 × Cycle Rate
Two (2) or fewer Billing Cycles remainingNone; service runs to the Term End Date
Non-renewalNone
Termination for cause by Subscriber (Agreement §8.2)None; pro-rated refund of prepaid fees
Termination for cause by Company (Agreement §8.1)ETF does not apply; full Remaining Balance accelerates

The ETF is computed on the base Subscription Fee only. Add-on fees are excluded.

A-5.1 Settlement

The ETF is invoiced on the Effective Date and charged to the payment method on file. Where Subscriber has prepaid the full Term in advance under an individually quoted arrangement, the ETF is deducted from the unused prepaid balance and the remainder is issued as a service credit, redeemable against any Job-Dox, LLC product or service, valid for twelve (12) months from the Effective Date, non-transferable and carrying no cash value, and forfeited if the account was terminated for cause or was in arrears as of the Effective Date.

No cash refund is issued except as provided in Section 8.2 or Section 16 of the Agreement.

A-6. SEAT AND TIER CHANGES

  • Additions may be made at any time. If an addition crosses a tier threshold, the new rate takes effect immediately, prorated for the remainder of the current Billing Cycle, then at full rate thereafter.
  • Reductions take effect at the commencement of the next Term. Seat count and plan tier are committed for the duration of the Term.
  • Pricing adjusts automatically upward only. Downward adjustment requires a written request and takes effect at the next Term commencement.
  • A reduction request does not constitute cancellation Notice and does not start any notice period.

A-7. ACCOUNT HOLD

A Subscriber in good standing may request one hold of up to two (2) Billing Cycles per Term.

  • The account moves to read-only status. All Subscriber Data is retained. No new jobs may be created and no user activity is permitted.
  • Billing suspends for the duration of the hold, and the Term extends by the number of Billing Cycles held.
  • A hold must be requested in writing and cannot be applied retroactively.
  • Holds are not available to accounts in arrears.

A-8. NON-PAYMENT

The following schedule is the sole non-payment procedure and supersedes any conflicting timing in the Agreement.

Days past dueAction
1Automated payment failure notice issued; payment method retried.
5 (business)Late fee begins accruing at 1.5% per month (18% per annum) on overdue amounts.
10Written notice of default delivered; account representative outreach.
20Account suspended to read-only status. Subscriber Data remains intact and exportable.
30Termination for cause. The full Remaining Balance accelerates and becomes immediately due.

Suspension does not relieve Subscriber of its payment obligations. Data retention following termination for cause is governed by Section A-9.

A-9. DATA EXPORT, RETENTION, AND DELETION

A-9.1 Delivery

Company shall deliver a complete export of Subscriber Data at no charge, on or before the Effective Date, for every cancellation regardless of cause. No request from Subscriber is required.

A-9.2 Contents

  • Structured data in CSV format: jobs, contacts, line items, notes, custom fields, forms, users, and activity log;
  • Files in original format, organized by job: photographs, documents, signed forms, and reports; and
  • A manifest indexing all included files with their job association.

A-9.3 Delivery Method

Delivery is by secure download link emailed to the account owner, active for thirty (30) days. Exports exceeding 100 GB will be delivered by encrypted physical media or cloud transfer, arranged on an individual basis.

A-9.4 Retention and Deletion

  • Subscriber Data is retained for sixty (60) days following the Effective Date.
  • Reactivation within that sixty (60) day period restores the account in full, with no data loss and no setup fee.
  • After sixty (60) days, Subscriber Data is permanently deleted from production systems. Backup expiration follows Company’s standard backup cycle. Deletion is irreversible.
  • Where the Agreement is terminated for cause by Company, the retention period is thirty (30) days and the export will be delivered upon written request.

The data deletion date shall be stated explicitly in the cancellation acknowledgment required under Section A-4.2.

A-10. BILLING AND DISPUTES

  • Subscriber authorizes Company to charge the payment method on file for the final invoice, including any Early Termination Fee, on the Effective Date.
  • Billing disputes must be raised in writing to info@job-dox.com within thirty (30) days of the invoice date. Company shall investigate and respond within ten (10) business days.
  • Initiating a chargeback or payment reversal without first raising a dispute under this Section constitutes a material breach. Company may immediately suspend the account and pursue the disputed amount together with reasonable recovery costs.

A-11. APPLICATION AND TRANSITION

This Exhibit and Version 2.0 of the Agreement apply to Terms commencing on or after September 3, 2026.

Subscribers whose then-current Term commenced before that date remain governed by the version of the Agreement in effect at the commencement of that Term, including its term length, renewal, and early termination provisions, until that Term ends. Version 2.0 applies to such Subscribers from the commencement of their next Renewal Term, and Company shall include notice of the change with the advance renewal notice required under Section A-3.

Nothing in Version 2.0 shortens, extends, or otherwise alters the commitment period of a Term already in progress.

By activating a paid subscription, Subscriber acknowledges that it has read, understood, and agrees to be bound by this Agreement and Exhibit A.

Questions about these terms: info@job-dox.com