Last Updated: March 2026
job-dox.ai
WHEREAS, Company has developed and operates Cortex by Job-Dox, a cloud-based project management and field service software platform designed for restoration and field service companies (the “Platform”), accessible at job-dox.ai;
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:
“Agreement” means this Software-as-a-Service Subscription Agreement, including all Exhibits, Order Forms, and addenda incorporated herein by reference.
“Authorized User” means any individual employee, contractor, or agent of Subscriber who is granted login credentials and authorized by Subscriber to access the Platform.
“Cortex Coin Premium” means the optional AI-powered feature add-on module available for an additional monthly fee as described in Section 5.
“Effective Date” means the date this Agreement is executed by both parties as set forth on the cover page.
“Platform” means the Cortex by Job-Dox software-as-a-service application hosted at job-dox.ai, including all features, modules, updates, upgrades, and documentation provided by Company thereunder.
“Subscriber Data” means 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” means the recurring monthly platform access fee payable by Subscriber as set forth in Section 5 of this Agreement.
“Term” has the meaning ascribed in Section 7.
“White Glove Onboarding” means the optional one-time professional onboarding and implementation service described in Section 5.
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 as defined in Section 5.
Subscriber shall not, and shall ensure its Authorized Users do not:
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.
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.
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.
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 as set forth in Section 5. The addition of users that cause Subscriber to exceed a pricing tier threshold will result in automatic upward adjustment of the monthly Subscription Fee at the beginning of the following billing cycle. Subscriber’s failure to monitor its user count shall not relieve Subscriber of its payment obligations under the applicable tier.
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 Company subscribers.
Company may, in its sole discretion, offer Subscriber a seven (7) day free trial period (“Trial Period”) prior to commencement of the initial Subscription Term. During the Trial Period, Subscriber shall have limited access to the Platform as determined by Company. At the conclusion of the Trial Period, Subscriber’s access will automatically transition to a paid subscription and the first Subscription Fee will become due and payable unless Subscriber cancels in writing prior to the end of the Trial Period. Company reserves the right to modify or discontinue trial access at any time without liability.
The monthly Subscription Fee is based on the total number of Authorized Users active within the Platform at any given time. There is no limit on the number of users Subscriber may add; however, the Subscription Fee automatically adjusts to the applicable pricing tier as follows:
| User Tier | Monthly Platform Fee | Annual Commitment Total |
|---|---|---|
| 1 – 25 Users | $500.00/month | $6,000.00 |
| 26 – 50 Users | $750.00/month | $9,000.00 |
| 51+ Users | $1,000.00/month | $12,000.00 |
Tier adjustments are assessed as of the first day of each calendar month based on the Authorized User count at the close of the prior month. Downward tier adjustments will be applied at the start of the subsequent billing cycle only if the Authorized User count has remained below the lower tier threshold for a consecutive period of sixty (60) days. 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.
The following optional services are available to Subscriber and are governed by the terms below:
| Add-On | Fee | Terms |
|---|---|---|
| White Glove Onboarding | $1,000.00 (one-time) | Non-refundable; delivered once at or near subscription commencement |
| Cortex Coin Premium | $199.00/month | Optional; may be added or cancelled at any time with 30-day notice |
The White Glove Onboarding fee is non-refundable once onboarding services have commenced. Cortex Coin Premium may be added or removed by Subscriber upon thirty (30) days’ written notice to Company. Removal of Cortex Coin Premium mid-billing-cycle will not result in a pro-rated refund for the current month; the cancellation will take effect at the beginning of the following billing cycle.
The initial Subscription Term constitutes a twelve (12) month minimum commitment (the “Initial Term”). Subscriber agrees to pay the Subscription Fee on a monthly basis throughout the Initial Term regardless of actual Platform usage. Monthly invoices will be issued by Company and are due and payable within five (5) business days of the invoice date. All fees are stated in U.S. Dollars.
If any amount due under this Agreement is not received by Company within five (5) business days of its due date, Company may, in its sole discretion and without prejudice to any other rights or remedies: (a) assess a late fee of 1.5% per month (18% per annum) on all overdue amounts; (b) suspend Subscriber’s access to the Platform until all outstanding balances are paid in full; and/or (c) terminate this Agreement pursuant to Section 8. Suspension of access due to non-payment shall not relieve Subscriber of its payment obligations for the remainder of the Term.
Company reserves the right to adjust the Subscription Fee at the commencement of any Renewal Term (as defined in Section 7.2) upon not less than sixty (60) days’ written notice to Subscriber prior to the end of the then-current Term. Subscriber’s continued use of the Platform following the commencement of a Renewal Term shall constitute acceptance of the adjusted pricing.
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.
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.
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.
Company will implement and maintain reasonable technical and organizational measures designed to protect Subscriber Data against unauthorized access, disclosure, alteration, or destruction. These measures include, but are not limited to, data encryption at rest and in transit, role-based access controls, and routine security assessments. Notwithstanding the foregoing, Company does not guarantee that Subscriber Data will be free from all unauthorized access, and Subscriber acknowledges and accepts the inherent risks of transmitting data over the internet.
Upon Subscriber’s written request submitted no later than thirty (30) days following the expiration or termination of this Agreement, Company will provide Subscriber with a reasonable export of Subscriber Data in a commercially standard format. Following such thirty (30) day period, Company shall have no obligation to retain Subscriber Data and may delete it in accordance with its standard data retention practices. Company shall not be responsible for any loss of data arising from Subscriber’s failure to request an export within the specified period.
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.
This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with Section 8, shall continue for an initial period of twelve (12) months (the “Initial Term”).
Upon expiration of the Initial Term, and upon expiration of each successive Renewal Term thereafter, this Agreement shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) on the same terms and conditions then in effect, unless either party provides the other with written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Company shall endeavor to provide Subscriber with a courtesy renewal reminder no later than ninety (90) days prior to each renewal date; however, failure to provide such reminder shall not affect the automatic renewal or Subscriber’s obligation to provide timely non-renewal notice.
A valid non-renewal notice submitted in accordance with Section 7.2 shall terminate this Agreement at the close of the then-current Term. Subscriber shall remain responsible for all fees through the last day of the then-current Term. Non-renewal notice does not constitute an early termination.
Company may terminate this Agreement immediately upon written notice to Subscriber if:
Subscriber may terminate this Agreement only if Company has materially breached this Agreement—specifically, if the Platform has experienced greater than 72 consecutive hours of unscheduled downtime—and Company fails to cure such breach within thirty (30) days after receiving Subscriber’s written notice of termination. Such termination shall entitle Subscriber to a pro-rated refund of pre-paid Subscription Fees attributable to the period following the effective date of termination. This right of termination is Subscriber’s sole and exclusive remedy for material breach by Company absent a finding of gross negligence or willful misconduct.
Subscriber may not terminate this Agreement for convenience during the Initial Term or any Renewal Term. Should Subscriber elect to discontinue use of the Platform or cease payments prior to the end of the then-current Term for any reason other than a valid termination for cause as provided in Section 8.2, all remaining monthly Subscription Fees through the end of the then-current Term shall become immediately due and payable in full (“Early Termination Fee”). Company reserves the right to pursue collection of the Early Termination Fee through all available legal means, and Subscriber shall be responsible for all reasonable costs of collection, including attorneys’ fees.
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 (Data), 8.3 (Early Termination Fee), 9 (Confidentiality), 10 (IP), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 14 (Dispute Resolution) shall survive termination.
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 of this Agreement. For the avoidance of doubt, the Platform, its underlying code, architecture, and pricing structures constitute Confidential Information of Company.
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.
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.
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 one (1) day of the applicable monthly Subscription Fee for each day the Platform is unavailable beyond the target threshold, not to exceed the total Subscription Fee paid for that month.
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) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
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.
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.
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.
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 hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to the laying of venue in Denton County, Texas.
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 informal resolution requirement shall not apply to claims for injunctive or other equitable relief.
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.
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.
In addition to any termination rights, Company reserves the right to immediately suspend Subscriber’s access to the Platform, without liability, in the following circumstances: (a) non-payment of any amount due; (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.
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, and Company’s sole liability shall be a pro-rated refund of prepaid fees for the period of unavailability.
Company reserves the right to modify, update, enhance, or discontinue any feature or functionality of the Platform at any time, with or without notice to Subscriber, provided that such changes do not materially diminish the core functionality of the Platform. Company will endeavor to provide advance notice of significant changes.
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 Subscriber’s acceptance of the revised Agreement. If Subscriber objects to any modification, Subscriber’s sole remedy is to terminate this Agreement at the end of the then-current Term, subject to all applicable termination provisions herein.
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.
This Agreement, together with all Exhibits and Order Forms 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, relating to its subject matter. No pre-contractual statements, marketing materials, or sales representations form part of this Agreement unless expressly incorporated herein.
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.
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 or the exercise of any other right or remedy. Any waiver must be in writing and signed by an authorized representative of the waiving party.
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.
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. Notices to Company shall be directed to: info@job-dox.com. Notices to Subscriber shall be directed to the contact information provided at account creation.
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.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic and digital signatures shall be deemed valid and binding to the same extent as original signatures.
Section headings are for convenience only and shall not affect the construction or interpretation of this Agreement.
This Exhibit A forms part of and is incorporated into the Software-as-a-Service Subscription Agreement between Job-Dox LLC and Subscriber identified above. In the event of any conflict between this Exhibit and the Agreement, the Agreement shall control.