Kadefire Subscription Agreement

1. The Agreement

This Subscription Agreement ("Agreement") is entered into between Kadefire.com Corporation ("Kadefire", "we", "us") and the customer identified on the Order Form ("Customer", "you"). By clicking to accept, signing an Order Form, or using the Kadefire platform (the "Service"), you agree to be bound by this Agreement.

This Agreement, together with any Order Form referencing it, is the complete agreement between the parties and supersedes any prior discussions.

2. Definitions

"Service" means the Kadefire platform, including web applications, mobile applications, APIs, and any related documentation. "Plan" means the subscription tier the Customer selects (Small, Medium, Large, or Enterprise). "User" means an individual authorized by the Customer to access the Service. "Customer Data" means all data the Customer or its Users submit to the Service.

3. Plans, seats, and fees

The Customer's Plan, User count, billing cycle, and fees are set out on the Order Form. Unless the Order Form says otherwise, Users are billed on a per-User per-month basis, and the current published rates are:

• Small Contractor (1 – 15 users): US$120/User/month billed annually, or US$150/User/month billed monthly. Onboarding is billed at US$125/hour.
• Medium Contractor (16 – 75 users): US$96/User/month billed annually, or US$120/User/month billed monthly. Onboarding is billed at US$125/hour.
• Large Enterprise (76 – 250 users): US$72/User/month billed annually, or US$90/User/month billed monthly. Onboarding is billed at US$125/hour.
• Enterprise (250+ Users): commercial terms are set out on the Order Form and may include custom SLAs, private-cloud deployment, and named support.

4. Payment and taxes

Fees are invoiced in US dollars in advance for the selected billing cycle. Payment is due within thirty (30) days of the invoice date. Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. Fees are exclusive of taxes; the Customer is responsible for any applicable sales, use, GST/HST, PST, VAT, or similar taxes, excluding taxes on Kadefire's net income.

The Customer may add Users at any time; additional Users are prorated for the remainder of the then-current billing cycle. Reductions in Users take effect at the next renewal.

5. Term, renewal, and termination

The initial term begins on the Order Form's start date. Annual subscriptions renew for successive one-year terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Monthly subscriptions renew each month and may be cancelled by the Customer with fifteen (15) days' notice.

Either party may terminate this Agreement for material breach if the other party fails to cure the breach within thirty (30) days of written notice. On termination, the Customer's right to access the Service ends, and Kadefire will make Customer Data available for export for thirty (30) days.

6. Customer Data and privacy

The Customer owns all Customer Data. The Customer grants Kadefire a limited, worldwide licence to host, process, and transmit Customer Data solely to provide and improve the Service. Kadefire will not sell Customer Data or use it for advertising.

Kadefire will maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, role-based access control, audit logging, and regular backups. Full details are available in Kadefire's Security Overview.

7. Confidentiality

Each party will protect the other's Confidential Information with the same care it uses to protect its own confidential information (and no less than a reasonable standard). "Confidential Information" includes non-public business, technical, and financial information, but does not include information that is publicly known through no fault of the receiving party.

8. Service level and support

Kadefire will use commercially reasonable efforts to provide the Service with 99.5% monthly uptime on Small and Medium plans, 99.9% on the Large plan, and up to 99.99% on Enterprise plans as set out in the Order Form. Scheduled maintenance is excluded from uptime calculations. Support response commitments are aligned to the Customer's Plan.

9. Acceptable use

The Customer will not: (a) reverse-engineer or attempt to derive the source code of the Service; (b) use the Service to violate law or infringe rights of others; (c) share User credentials; or (d) interfere with the Service's security, availability, or integrity. Kadefire may suspend Users that violate this section, with notice where practicable.

10. Warranties and disclaimers

Each party represents that it has authority to enter this Agreement. Kadefire warrants that the Service will materially conform to its published documentation. Except for the express warranties in this Agreement, the Service is provided "as is" and Kadefire disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue. Each party's total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by the Customer for the Service in the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply to the Customer's payment obligations, or to a party's indemnification obligations.

12. Indemnification

Kadefire will defend and indemnify the Customer against third-party claims that the Service, as delivered and used in accordance with this Agreement, infringes a valid intellectual-property right, and will pay damages finally awarded or agreed in settlement. The Customer will defend and indemnify Kadefire against third-party claims arising from Customer Data or the Customer's misuse of the Service.

13. Governing law and disputes

This Agreement is governed by the laws of the province or state named on the Order Form (or, if none is named, the jurisdiction where Kadefire has its principal place of business), without regard to conflict-of-laws rules. The parties will attempt to resolve disputes through good-faith negotiation before initiating any formal proceeding.

14. Miscellaneous

This Agreement may be amended only by a written instrument signed by both parties, or by an updated version accepted electronically by the Customer. Notices must be sent to the addresses on the Order Form, or to legal@kadefire.com for Kadefire. If any provision is held unenforceable, the remainder will remain in effect. Neither party may assign this Agreement without the other's consent, except in connection with a merger, acquisition, or sale of substantially all of its assets.