Terms of Service

1. These Terms

These Terms of Service (the "Terms") are a binding agreement between you and Agent6ix LLC, which operates the Kadence platform (the "Product") and the website at https://www.startkadence.com (the "Site"). "Kadence," "we," "us," and "our" all mean Agent6ix LLC.

You accept these Terms by ticking the acceptance box at checkout, or by using the Product. If you accept on behalf of a company or practice, you confirm you are authorized to bind it, and "you" means that organization.

Your subscription plan, fees, billing period and any professional services are set out in the Order Form issued to you at checkout. The Order Form and these Terms together are the whole agreement. If they conflict, the Order Form wins.

2. The Product

The Product is a configured client-relationship management workspace for life insurance practices. It includes contact and policy records, pipelines, automated client communication, calendar and document management, and a mobile application. We may improve, change or replace features over time.

The Product is delivered on third-party software, hosting and infrastructure (the "Underlying Platform"). We may substitute substantially equivalent components. We remain your only counterparty: you never have to pursue an infrastructure vendor directly.

3. Your account

• You are responsible for your users, their credentials and their activity.
• You must give us accurate registration details, including your registered legal entity name and business address, and keep them current. We rely on them to identify who this agreement is with.
• You must be 18 or older, or the age of majority where you live.
• You are responsible for holding every license and registration your practice needs. We do not provide insurance, legal, tax or compliance advice.

4. Fees, billing and the usage wallet

Subscription fees

Subscription fees are stated in your Order Form and charged in advance each billing period to the payment method on file. Fees exclude taxes, which you are responsible for.

Usage fees are prepaid, not invoiced

Some functions consume metered third-party services: telephony, SMS, email volume and AI processing. These are not billed in arrears. They draw on a prepaid balance held on your account (the "Wallet"), at our cost plus a disclosed margin.

• You are responsible for keeping a sufficient Wallet balance, and may enable automatic top-up.
• If the balance runs out, metered functions stop immediately: sending SMS, placing or receiving calls, and AI processing will not operate until the Wallet is topped up. There is no grace period, because the charge cannot be taken. The rest of the Product is unaffected.
• We will tell you the expected cost before enabling any function that draws on the Wallet, and your usage, balance and running cost are visible in the Product at all times. You will not be charged for a usage category you were not told about in advance.

Late payment

If an undisputed subscription amount is unpaid for more than seven days, we may suspend access. We will give you written notice first, and restore access promptly once payment is made.

5. Term, cancellation and refunds

Subscriptions run month to month from the date of your first payment, and renew automatically each period until cancelled. There is no minimum term and no free trial.

You may cancel at any time. Cancellation takes effect at the end of the billing period you have already paid for, and fees already paid are not refunded, except where these Terms expressly provide a prorated refund: an unresolved warranty breach under section 13, an intellectual property claim under section 15, or a force majeure event under section 19. You keep full access until the paid period ends.

We may terminate for a material breach you do not fix within 30 days of written notice, or immediately for non-payment beyond the period in section 4, or for use that is unlawful or that endangers the Product or other customers.

6. Included support, and work beyond it

• Your subscription includes the CRM support allowance stated in your Order Form: workflow building and changes, automation configuration, pipeline and field adjustments, and user support. Unused time does not carry forward.
• Work beyond the allowance is billed at the hourly rate in your Order Form, in fifteen-minute increments. We will always seek your approval before doing billable work, and will not bill for work you did not approve in advance.
• Onboarding, including any agreed data migration and initial configuration, is separate and is not deducted from the allowance.
• Not included at any rate: bespoke software development, website development, and third-party services you contract directly.

7. Data migration

Where your Order Form includes a migration, it covers the agreed record categories from your named prior system, to the extent those records can be exported from it, and up to two rounds of field mapping and correction after your review.

It does not include data cleansing, de-duplication, manual re-keying of records that will not export, categories not agreed in advance, or repeat migrations after you change your source data. Further work is quoted and agreed in writing first.

Nothing in these Terms requires you to switch off your existing systems, at any time. We will not ask you to decommission a prior system before you have verified your own data in the Product.

8. Your data

You own it

As between us, you own all data you or your users put into the Product ("Customer Data"). You grant us only the rights needed to provide the Product to you.

You decide what goes in, and you are the controller

The Product is built to hold the records a life insurance practice keeps. That can include government identification numbers, dates of birth, policy and beneficiary details, and financial account information relating to your clients and their families. You may submit that data.

You determine what is collected and why, and you remain the controller of it under applicable privacy law, including Canada's Personal Information Protection and Electronic Documents Act where your practice operates in Canada, and the Texas Data Privacy and Security Act where it applies. We process it on your instructions. You are responsible for having the consents and notices your own clients require; we will give you the information you reasonably need to provide them.

What we will never do with it

We may analyze Customer Data in aggregated, de-identified form for the sole purpose of finding usage and workflow patterns that improve the Product. We will not:

• sell, rent, share or disclose Customer Data to any third party;
• use it for marketing or advertising, whether to your clients or anyone else;
• use it to train, develop or improve any third-party or publicly available AI model; or
• use it in any form from which you, your clients, or any individual could be identified.

Your data is never sold, never used for marketing, and never used to train public AI models.

Getting it back, and deletion

You can export your data at any time during your subscription. After termination, deletion follows the Underlying Platform's standard retention cycle, currently up to 90 days.

9. Security and incidents

We maintain administrative, technical and physical safeguards appropriate to the data the Product holds. The operator of the Underlying Platform maintains SOC 2 Type II and ISO/IEC 27001:2022 certification, participates in the EU-U.S., UK and Swiss Data Privacy Frameworks, and holds a HIPAA Seal of Compliance issued by The Compliancy Group. On request we will identify that operator and provide its current certification documentation.

If we become aware of any actual or reasonably suspected loss of, or unauthorized access to, your data, we will notify you without undue delay and in any event within 24 hours, with the facts then known, rolling updates, and a root-cause summary once available. We will not notify individuals, regulators or the media without your authorisation unless we are legally compelled to.

Where your data is processed

Product infrastructure is located in the United States, with support access from India. We engage subprocessors in the following categories:

• Platform operation and hosting, United States
• Cloud storage, United States
• Communications: SMS, voice and email transmission, United States
• Artificial intelligence processing, United States, only where you enable the relevant feature
• Platform support, India
• Business operations: support, analytics, payments and identity verification, United States

We keep a current list naming each subprocessor, its location and what it processes. It is available to you in your account and on request. We will give you at least ten business days' notice before adding or replacing a subprocessor, and you may object on reasonable data-protection grounds within 30 days.

10. Acceptable use

You agree not to:

• use the Product or Site in a way that breaks the law, including anti-spam and telemarketing rules;
• send messages to people who have not consented to receive them, or ignore an opt-out;
• attempt to gain unauthorized access to the Product, the Site, or their systems;
• interfere with or disrupt the Product or Site, including by introducing malware or scraping without permission;
• resell, sublicense or white-label the Product without our written agreement; or
• infringe anyone's intellectual property or privacy rights.

You are responsible for obtaining and keeping records of consent from every person you contact through the Product.

11. Confidentiality

Each of us may receive information the other treats as confidential. Both of us agree to use it only to perform this agreement, to protect it with at least reasonable care, and not to disclose it except to people who need it and are under similar obligations. This does not cover information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law, provided you or we give notice where permitted. Customer Data is your confidential information.

12. Intellectual property

We own the Product, the Site, and everything in them, including software, design, content and trademarks, other than Customer Data. You get a limited, non-exclusive, non-transferable, revocable right to use them while your subscription is active. All other rights are reserved. Any feedback you give us may be used without restriction or obligation.

13. Warranties and disclaimers

We warrant that we will provide the Product with reasonable skill and care, and that we have the right to enter this agreement.

If we breach that warranty

Tell us within 45 days of finding the problem, with enough detail for us to understand or reproduce it. We will try to restore the Product's general functionality within 45 days of receiving those details. If we cannot resolve it, you may terminate and we will pay you a prorated refund of prepaid fees for the rest of the period. That restoration effort and your right to terminate are your only remedies for a breach of this warranty.

We do not commit to any level of uptime or availability. The Product depends on infrastructure we do not operate, and no availability guarantee is passed to us that we could pass on to you. Other than the warranty above, and to the fullest extent the law allows, the Product and Site are provided "as is", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that the Product will be uninterrupted or error free, or that it will produce any particular business result.

14. Limitation of liability

Neither of us is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or anticipated savings, even if told such damages were possible.

Each party's total liability under this agreement is limited to the fees you paid or owed in the twelve months before the event giving rise to the claim.

Where a claim arises from an act, omission, outage or security failure of the Underlying Platform rather than from something we did, our liability is limited to the greater of what we actually recover from that vendor for the claim, or the cap above.

These limits do not apply to:

• your obligation to pay fees;
• either party's gross negligence, willful misconduct or fraud;
• a party's indemnification obligations; or
• liability that cannot be limited by law.

The exclusion of consequential damages does not apply to a breach of section 11 (Confidentiality), so those damages remain available, subject to the cap.

15. Indemnities

We will defend you against a third-party claim that the Product, as we provide it and as used under this agreement, infringes that third party's intellectual property rights, and pay any resulting award or settlement we agree to. This does not cover claims arising from Customer Data, your own configurations, or the Underlying Platform.

If such a claim arises, we may modify the Product so it stops infringing, or obtain the rights for you to keep using it. If neither is reasonably available, we may terminate and will pay you a prorated refund of prepaid fees for the rest of the period.

You will defend us against a third-party claim arising from Customer Data, from your use of the Product in breach of these Terms or the law, or from your communications with your own clients.

Each of us must give prompt notice, let the other control the defense, and cooperate reasonably.

16. Changes to these Terms

We may update these Terms. We will post the updated version here with a new effective date and, where the change materially reduces your rights, give you at least 30 days' notice by email before it takes effect. Continuing to use the Product after that date means you accept the change. If you do not accept it, your remedy is to cancel under section 5.

We keep a record of the version of these Terms you accepted and when. You may request a copy at any time.

17. Assignment

You may not assign this agreement without our written consent. We may assign it, with all rights and obligations, to an affiliate or to a successor entity formed to carry on the Kadence business, on written notice to you.

18. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. Any dispute will be brought exclusively in the state or federal courts located in Dallas County, Texas, and both of us consent to that jurisdiction.

Nothing here prevents either of us from seeking injunctive relief in any court to protect confidential information or intellectual property.

19. General

• Sections that by their nature should survive termination do so, including your obligation to pay fees accrued before termination, and sections 8, 11, 12, 14, 15 and 18.
• If any provision is unenforceable, the rest stays in effect and that provision is limited to the minimum extent necessary.
• Failing to enforce a right is not a waiver of it.
• We are independent contractors. Nothing here creates a partnership, agency or employment relationship.
• Neither of us is liable for a failure caused by events beyond reasonable control, other than an obligation to pay. If such an event stops the Product from materially operating for 30 or more consecutive days, either of us may terminate, and we will pay you a prorated refund of prepaid fees for the rest of the period.
• Notices to us go to hi@startkadence.com. Notices to you go to the email on your account.

20. Contact

Agent6ix LLC
Questions about these Terms: hi@startkadence.com