Terms of Service

Effective: May 28, 2026 · Last updated: May 28, 2026

These Terms of Service ("Terms") are a binding agreement between you and Koda Properties ("Koda", "we", "us"). By accessing or using the Service at app.koda.properties, you agree to these Terms. If you do not agree, do not use the Service.

1. Accounts

1.1 Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract.

1.2 Registration. You agree to provide accurate registration information and to keep it up to date.

1.3 Authority. If you create an account on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

1.4 Account security. You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at security@koda.properties if you suspect unauthorized access.

2. Use of the Service

2.1 License. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term.

2.2 Acceptable use. Your use of the Service is subject to our Acceptable Use Policy, which is incorporated by reference.

2.3 Restrictions. You must not (and must not permit anyone else to):

• Reverse-engineer, decompile, or attempt to derive source code from the Service.
• Resell, sublicense, or commercially exploit the Service except as expressly permitted.
• Use the Service to build a competing product.
• Probe, scan, or test the vulnerability of the Service except as permitted under our Security Policy.
• Interfere with or disrupt the Service or other users' access to it.
• Use automated means to access the Service at a volume that materially burdens our infrastructure.

3. Customer data & ownership

3.1 You own your data. You retain all rights, title, and interest in the data you submit to the Service ("Customer Data"). You grant us a worldwide, royalty-free license to use Customer Data solely to provide and improve the Service, to comply with law, and as otherwise authorized in our Privacy Policy.

3.2 Personal data. Where Customer Data includes personal data subject to GDPR, UK GDPR, or comparable laws, our Data Processing Addendum governs that processing.

3.3 Responsibility for content. You are responsible for the accuracy, legality, and content of Customer Data and for having all necessary rights and consents to submit it.

3.4 Backups. We maintain reasonable backups for operational purposes but you are responsible for maintaining your own backups of critical data.

3.5 Aggregated data. We may generate aggregated, anonymized statistics about Service usage that do not identify you or your end users. We may use this for any lawful business purpose.

4. Fees & billing

4.1 Subscription fees. Fees are set out at app.koda.properties/#pricing or in a signed order form. Fees are billed in advance on a recurring basis (monthly or annually).

4.2 Payment. Payments are processed by Stripe. You authorize us (or Stripe on our behalf) to charge your payment method for all fees when due.

4.3 Taxes. Fees do not include taxes. You are responsible for any sales, use, VAT, or similar taxes other than taxes on our income.

4.4 Late payment. If a payment is overdue, we may suspend the Service after reasonable notice.

4.5 Refunds. Refunds are governed by our Subscription & Refund Policy.

4.6 Price changes. We may change pricing for renewal terms upon at least 30 days' notice before renewal.

5. Term, suspension, termination

5.1 Term. These Terms apply from when you create an account until terminated as described below.

5.2 Termination for convenience. You may cancel your subscription at any time from your account settings. We may terminate or decline to renew on at least 30 days' notice.

5.3 Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 30 days of written notice (or immediately for breaches of confidentiality or the Acceptable Use Policy).

5.4 Suspension. We may suspend access without notice if your use poses a security risk, threatens the integrity of the Service, or violates law.

5.5 Effect of termination. Upon termination:

• Your right to use the Service ends.
• You may export Customer Data for up to 30 days after termination using our self-serve export tools.
• After 30 days, we may delete Customer Data subject to legal retention requirements (e.g. audit logs).
• Sections that by nature should survive termination (e.g. fees owed, warranties, liability, indemnity, governing law) survive.

6. Warranties & disclaimers

6.1 Our warranty. We warrant that we will provide the Service with reasonable skill and care and substantially as described in our documentation.

6.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

6.3 Beta features. Features labeled "beta" or "preview" are provided "as is" with no warranties.

7. Limitation of liability

7.1 No indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY.

7.2 Cap on direct damages. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY YOU TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7.3 Exclusions. The limits above do not apply to: (a) your obligation to pay fees, (b) breaches of the Acceptable Use Policy or confidentiality, (c) infringement of the other party's intellectual property, or (d) liability that cannot be excluded under applicable law.

8. Indemnification

8.1 By you. You will defend and indemnify us against third-party claims arising out of (a) your violation of these Terms or the Acceptable Use Policy, (b) Customer Data infringing or misappropriating rights of a third party, or (c) your violation of law.

8.2 By us. We will defend and indemnify you against third-party claims that the Service (as provided by us, used in accordance with these Terms) infringes a third party's intellectual property rights in your jurisdiction.

8.3 Process. The indemnified party must promptly notify the indemnifying party, allow it to control the defense, and reasonably cooperate. The indemnifying party may not settle a claim that admits liability or imposes obligations on the other party without the other party's consent.

9. Intellectual property

We retain all rights in the Service, our software, branding, and documentation. Nothing in these Terms transfers ownership of our intellectual property to you. You retain ownership of Customer Data.

If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without obligation to you.

10. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Each party will protect the other's Confidential Information with the same care it uses for its own confidential information (and at least reasonable care), and will use it only to perform under these Terms.

Confidential Information does not include information that is (a) publicly available without breach, (b) already known to the recipient, (c) independently developed, or (d) lawfully received from a third party.

11. Third-party services

The Service may interoperate with third-party services (e.g. Stripe, Gmail, WhatsApp, OpenAI). Use of those services is governed by their own terms. We are not responsible for third-party services or for issues arising from your use of them.

12. Changes to Service or Terms

12.1 Service. We may add, modify, or discontinue features. We will not materially reduce core functionality of a paid plan during a prepaid term without offering a refund of unused prepaid fees.

12.2 Terms. We may update these Terms by posting the revised version with a new "Last updated" date. Material changes take effect on at least 30 days' notice, communicated by email or in-product notice. Continuing to use the Service after the effective date constitutes acceptance.

13. Governing law & dispute resolution

The clause below splits governing law by your place of residence so that consumer-protection statutes in each jurisdiction apply. Confirm with counsel before launch — some businesses prefer a single governing law with carve-outs for non-waivable consumer rights.

13.1 Customers located in Canada. If you are located in Canada, these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles. The courts of Ontario have non-exclusive jurisdiction over any dispute, subject to your statutory right to bring proceedings in the province where you reside. Quebec residents retain the rights guaranteed to them by the Consumer Protection Act (CQLR c. P-40.1) and the Civil Code of Québec. Quebec residents may also require that any contract document be provided to them in French; we will honor such requests.

13.2 Customers located in Jamaica. If you are located in Jamaica, these Terms are governed by the laws of Jamaica, without regard to conflict-of-laws principles. The courts of Jamaica have non-exclusive jurisdiction over any dispute. Nothing in these Terms limits or waives any rights granted to you under the Jamaica Consumer Protection Act 2005, the Electronic Transactions Act, or the Data Protection Act 2020.

13.3 Customers located elsewhere. For customers located outside Canada and Jamaica, these Terms are governed by the laws of Jamaica (our principal place of business) and disputes shall be resolved in the courts of Jamaica, subject to any non-waivable rights granted by applicable local consumer law.

13.4 UN Convention. The UN Convention on Contracts for the International Sale of Goods does not apply to these Terms.

13.5 Equitable relief. Either party may seek injunctive or equitable relief to protect intellectual property or confidential information in any court of competent jurisdiction.

13.6 Class action waiver. Where permitted by law, each party waives any right to participate in a class or collective action. This waiver does not apply where prohibited by Quebec's Code of Civil Procedure or other non-waivable statute.

14. General

14.1 Entire agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, DPA (where applicable), and any signed order form, are the entire agreement between us and supersede all prior agreements on the subject.

14.2 No waiver. Failure to enforce a right is not a waiver of that right.

14.3 Severability. If any provision is held unenforceable, the rest remains in effect.

14.4 Assignment. You may not assign these Terms without our written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.5 Force majeure. Neither party is liable for delays caused by events outside its reasonable control (natural disasters, war, internet outages, etc.).

14.6 Notices. Notices to us must be sent to legal@koda.properties. Notices to you will be sent to the email on your account.

14.7 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, or employment relationship.

15. Contact

Legal questions: legal@koda.properties.
Registered business address: [Add before launch].