Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") are a binding agreement between you ("User", "you") and Kadys ("Kadys", "Company", "we", "us"), the publisher of the OD VAULT computer-aided dispatch service (the "Service"). By signing in to the Service, installing the iOS or Android app, or otherwise accessing the Service, you confirm that:

• You are at least 18 years old (or the age of majority in your jurisdiction);
• You have authority to bind any organization on whose behalf you use the Service;
• You have read, understood, and agree to be bound by these Terms and the Privacy Policy, which is incorporated by reference.

If you do not agree, do not access or use the Service.

2. Account & access

• You are responsible for maintaining the confidentiality of your credentials. You are solely liable for all activity that occurs under your account, whether or not authorized.
• Notify us immediately at [email protected] if you suspect unauthorized access. We may, but are not required to, suspend the account pending investigation.
• You must not share, sell, or transfer your account.
• We may require multi-factor authentication or other security measures at any time.

3. Acceptable use

You agree NOT to:

• Use the Service for any unlawful purpose or in violation of any applicable law, regulation, or third-party right;
• Reverse-engineer, decompile, attempt to extract source code, circumvent security controls, probe for vulnerabilities except under a written security-research agreement with us, or interfere with the operation of the Service;
• Upload or transmit malicious code, attempt denial-of-service, or send unsolicited messages;
• Use the Service to harass, defame, surveil, or harm another person;
• Misrepresent your identity or affiliation;
• Resell, sublicense, or commercially exploit the Service without our prior written consent;
• Use the Service to make safety decisions where its failure could cause death or serious physical harm; see the 911 disclaimer above.

4. Your content & license to us

You retain ownership of the data and materials you submit to the Service ("Your Content"). To operate the Service, you grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Your Content solely for the purpose of providing the Service to you and your organization. You represent that you have all rights necessary to grant this license and that Your Content does not infringe any third-party right.

5. Availability & modifications

• The Service is provided on a best-effort basis. We do not commit to any service-level uptime, response time, or error-free operation.
• We may modify, suspend, add, or discontinue any feature at any time without notice.
• We may update these Terms; material changes will be announced in-app and/or by email at least 14 days before they take effect. Continued use after the effective date constitutes acceptance.

6. Disclaimer of warranties

THE SERVICE, INCLUDING ALL CONTENT, FEATURES, AND DATA AVAILABLE THROUGH IT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO: (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (c) WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, RELIABLE, ERROR-FREE, OR FREE OF VIRUSES OR HARMFUL CODE; AND (d) WARRANTIES THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM THE SERVICE OR FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Some jurisdictions do not allow the exclusion of certain warranties, so portions of this disclaimer may not apply to you.

7. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KADYS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE;
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION OF YOUR DATA;
• DAMAGES ARISING FROM PERSONAL INJURY OR DEATH WHERE THE SERVICE WAS USED IN CIRCUMSTANCES PROHIBITED BY THESE TERMS, INCLUDING USE AS A SUBSTITUTE FOR 911;
• DAMAGES ARISING FROM ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING HOSTING PROVIDERS, ISPS, MOBILE CARRIERS, AND APP STORES;

WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF KADYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

KADYS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS ($100), OR (B) THE TOTAL FEES (IF ANY) YOU ACTUALLY PAID TO KADYS FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The parties agree that this allocation of risk is an essential basis of the bargain. The limitations apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow certain limitations of liability, so the above may not apply in full to you; in such cases liability is limited to the smallest amount permitted by law.

8. Indemnification

You agree to defend, indemnify, and hold harmless Kadys, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Service; (b) your violation of these Terms or any law; (c) your infringement of any third-party right; (d) Your Content; or (e) any breach of your account credentials. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with our defense.

9. Security & breach disclaimer

We use commercially reasonable measures to protect the Service. We make no representation, warranty, or guarantee that the Service will be free from intrusion, data loss, ransomware, denial-of-service, vulnerability, leak, or unauthorized access.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY CLAIM AGAINST KADYS ARISING FROM A SECURITY INCIDENT, DATA BREACH, OR UNAUTHORIZED ACCESS, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS OF ANY DATA YOU CONSIDER CRITICAL, AND THAT KADYS HAS NO OBLIGATION TO RECREATE OR RESTORE LOST DATA.

You agree to promptly notify us of any suspected security incident involving your account at [email protected].

10. Suspension & termination

• You may stop using the Service at any time. To delete your account, contact [email protected] or use the in-app deletion option if available.
• We may suspend or terminate your account at any time, with or without notice, for any reason, including (without limitation): violation of these Terms, suspected unauthorized access, legal requirement, non-payment of fees (see Section 13), or discontinuation of the Service.
• Sections 4, 6, 7, 8, 9, 11, 12, and 13 survive termination.

11. Governing law, arbitration, class waiver

11.1 Governing law

These Terms are governed by the laws of the Commonwealth of Kentucky, United States, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Mandatory arbitration

Except as set out below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The seat of arbitration shall be Louisville, Kentucky. Judgment on the award may be entered in any court of competent jurisdiction.

Exceptions:

• Either party may bring an individual action in small-claims court for disputes within that court's jurisdiction;
• Either party may seek temporary injunctive relief in court to protect intellectual property or confidential information.

11.3 Class action waiver

ANY ARBITRATION OR PROCEEDING UNDER THESE TERMS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. NO ARBITRATION OR PROCEEDING SHALL BE CONSOLIDATED WITH ANY OTHER, AND NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR HAS NO AUTHORITY TO HEAR CLAIMS ON A CLASS, CONSOLIDATED, OR REPRESENTATIVE BASIS.

If this class-action waiver is held unenforceable in a particular case, then the entire arbitration provision in 11.2 will be null as to that case, and the dispute will proceed in the state or federal courts located in Hardin County, Kentucky.

11.4 30-day right to opt out of arbitration

You may opt out of the arbitration provision (Section 11.2 and 11.3) by sending written notice to [email protected] within 30 days of first accepting these Terms. The notice must include your full name, account username, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision.

12. Miscellaneous

• Entire agreement: These Terms, together with the Privacy Policy and any in-product notices, constitute the entire agreement between you and Kadys regarding the Service and supersede any prior or contemporaneous agreements.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.
• No waiver: Our failure to enforce any right is not a waiver of that right.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign freely.
• No third-party beneficiaries, except that Apple Inc. is an intended third-party beneficiary of these Terms with respect to the iOS application, with the right to enforce these Terms against you.
• Force majeure: Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, internet/utility outage, or government action.
• Notices: Notices to you may be given by in-app message or to the email on your account. Notices to us must be sent to [email protected].
• Headings are for convenience only.

13. Billing, payment & discounts

• Fees. Paid plans are billed in advance on a recurring basis (monthly unless your order states otherwise) at the per-seat or plan price in effect for your organization. All fees are stated in U.S. dollars and, unless required by law, are non-refundable. You authorize us to charge the payment method or invoice the billing contact on file for all fees as they come due.
• Late or missed payment. If an invoice is not paid by its due date, your organization's account becomes delinquent and we may, after notice to the billing email on file, suspend access to the Service for your entire organization. Suspension does not relieve you of the obligation to pay outstanding amounts.
• Deletion after 90 days of non-payment. If an account remains in non-payment for 90 consecutive days from the original due date, we may permanently delete the account and all associated data, including organizational records, uploads, and history, without further notice and without liability. This deletion is irreversible. Export any data you wish to keep before the 90-day period elapses.
• Discounts and promotional pricing. Any discount, promotional rate, referral credit, or trial extension is provided at our sole discretion and is subject to change or revocation at any time, with or without notice. Upon revocation or expiration, standard list pricing for your plan applies to subsequent billing periods. Discounts are non-transferable, carry no cash value, and may not be combined unless we expressly state otherwise.
• Price changes. We may change pricing for future billing periods; material changes will be communicated to the billing email on file before they take effect. Continued use after the effective date constitutes acceptance of the new pricing.
• Taxes. Fees are exclusive of taxes. You are responsible for any applicable sales, use, or similar taxes, other than taxes on our net income.

14. Contact

Kadys LLC
General & legal: [email protected]
Security incidents: [email protected]
Privacy requests: [email protected]
Billing questions: [email protected]
Postal address available on written request to the email above.