Draft for review. Not yet in effect and not reviewed by an attorney. Bracketed items are open decisions.

Caissonix Terms of Service: VendorGuard CA and HOA Docs AI (DRAFT, not legal advice, not published)

Draft prepared for Gregor's review on Oct 26, 2026. Have a California attorney review before publishing. Bracketed items need a decision.

Effective date: [date]

Provider: Caissonix LLC, a California limited liability company ("Caissonix", "we", "us") [Caissonix LLC is not yet formed; filing is planned on or after Dec 17, 2026. Do not publish these Terms as in effect until the LLC exists.]

Contact: [email protected], [mailing address: PO Box or virtual mailbox, see open decision 17]

These Terms govern use of VendorGuard CA, a web application at app.caissonix.com that helps California community association management companies and associations track vendor certificates of insurance ("COIs") and contractor license status, and HOA Docs AI, included with every VendorGuard plan, which answers questions from an association's uploaded governing documents with citations (together, the "Service"). HOA Docs AI is a document lookup tool: it is not legal advice, does not decide whether a provision is enforceable, and does not decide insurance coverage. By creating an account, clicking to accept, or using the Service, the organization you represent ("Customer", "you") agrees to these Terms.

1. What the Service is, and what it is not

1.1 The Service is document-tracking software. It reads documents you or your vendors upload, compares what it reads against requirements you choose, and shows public California Contractors State License Board ("CSLB") data.

1.2 The Service is not insurance, not an insurance product, and not insurance, coverage, risk-management, or legal advice. We do not act as your insurance agent, broker, adjuster, or attorney. A certificate of insurance is informational only; it does not confer rights, amend, extend, or alter coverage, and it does not prove that a policy is in force or that any claim will be paid. Only the policy and its endorsements do that.

1.3 Requirement templates we provide (limits, additional insured, waiver of subrogation, primary and non-contributory, license classifications, and the like) are starting examples. You are solely responsible for choosing requirements that fit your contracts, governing documents, management agreements, and risk tolerance, and for confirming them with your own insurance and legal advisers.

1.4 Automated reading (including any AI-assisted reading) can misread, miss, or mis-classify information. Items marked "needs review" or similar require human review. You remain responsible for reviewing each vendor's documents and deciding whether to hire, pay, or keep using a vendor.

1.5 CSLB data comes from the CSLB's public files and may be delayed, incomplete, or wrong. Always confirm license status on the CSLB's own Instant License Check before relying on it.

2. Accounts

2.1 You must provide accurate account information and keep sign-in links and email accounts secure. You are responsible for activity under your account.

2.2 You may invite users who act for you (staff, board members). You are responsible for their compliance with these Terms.

2.3 You must be at least 18 and authorized to bind your organization.

3. Your data

3.1 "Customer Data" means documents, vendor contact details, requirements, notes, and other information you or your vendors submit. You own Customer Data. You grant us a limited license to host, process, copy, and display it only to provide, secure, and improve the Service and as described in our Privacy Policy.

3.2 You represent that you have the right to upload Customer Data and to have us email your vendors on your behalf (requests, reminders, deficiency notices), and that those messages comply with applicable law.

3.3 We do not sell Customer Data. We use service providers (for example cloud hosting, email delivery, payment processing, and, if enabled, an AI text-reading provider) under contracts that limit their use of the data.

3.4 On termination you may export your data for [30] days; after that we delete Customer Data within [60] days, except backups retained for a limited time and records we must keep by law.

3.5 We may use aggregated, de-identified data (for example the share of certificates missing an endorsement) to improve the Service, provided it does not identify you, an association, or a vendor.

4. Vendor uploads

Vendors and their insurance agents may upload documents through a secure link without an account. Those uploads are Customer Data of the Customer that sent the link. Vendors can contact the Customer, or us at [email protected], about their information.

5. Acceptable use

You will not: (a) upload content you have no right to share, or malware; (b) use the Service to send spam or messages unrelated to vendor compliance; (c) try to access other customers' data, probe, or overload the Service; (d) scrape or resell the Service or CSLB data obtained through it; (e) reverse engineer the Service except as law permits; or (f) use the Service to discriminate unlawfully against any vendor.

6. Fees, trials, and billing

6.1 Fees are as shown on the order page or pricing page at sign-up [Self-managed HOA $79/mo (1 association); Starter $299/mo (up to 10 associations); Growth $699/mo (up to 30); Portfolio $20 per association per month (31+); yearly billing = 10 months' price; VendorGuard CA and HOA Docs AI included in every plan]. Founding pilot accounts are free for the stated pilot period.

6.2 Paid plans renew monthly [or annually] until canceled. You can cancel anytime; cancellation takes effect at the end of the current billing period. Except where law requires, fees are non-refundable.

6.3 Payments are processed by [Stripe]. We do not store full card numbers.

6.4 We may change prices with at least 30 days' email notice, effective at your next renewal.

6.5 Fees exclude taxes, which you pay if applicable.

7. Availability and changes

We aim to keep the Service available but do not guarantee uninterrupted operation. Reminder emails, nightly checks, and CSLB updates may be delayed or fail. Do not rely on the Service as your only means of tracking expirations. We may change or discontinue features; if we discontinue the Service entirely we will give at least 30 days' notice and a chance to export your data.

8. Confidentiality and security

Each party will protect the other's non-public information with reasonable care. We use industry-standard safeguards (encryption in transit, access controls, per-organization data separation), but no system is perfectly secure. We will notify you without undue delay if we confirm a breach affecting your Customer Data, as required by law.

9. Disclaimers

THE SERVICE AND ALL DATA, TEMPLATES, AND RESULTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY VENDOR IS INSURED, LICENSED, OR COMPLIANT, OR THAT ANY LAPSE, DEFICIENCY, OR EXPIRATION WILL BE DETECTED OR REPORTED.

10. Limitation of liability

10.1 TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, INCLUDING LOSSES FROM AN UNINSURED OR UNLICENSED VENDOR, AN UNCOVERED CLAIM, OR A MISSED OR LATE REMINDER.

10.2 OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) US $100.

10.3 These limits do not apply to your payment obligations, a party's indemnity obligations, or liability that cannot be limited by law (for example fraud or willful injury under Cal. Civ. Code 1668).

11. Indemnity

You will defend and indemnify us against third-party claims arising from Customer Data, your requirements or vendor decisions, messages sent to vendors at your direction, or your breach of these Terms. We will defend and indemnify you against third-party claims that the Service, as we provide it, infringes their intellectual property.

12. Term and termination

These Terms last while you use the Service. Either party may terminate for convenience at the end of a billing period, or immediately for the other's material breach not cured within 15 days of notice. We may suspend access for non-payment after notice, or immediately to stop a security threat or unlawful use. Sections 1, 3.4, 3.5, and 9 to 14 survive.

13. Governing law and disputes

California law governs, without regard to conflict-of-law rules. Courts in [Alameda County, California] have exclusive jurisdiction, and each party consents to them. [Option: add informal-negotiation step and/or arbitration; attorney to advise.]

14. General

These Terms (with any order form and the Privacy Policy) are the entire agreement. We may update them with at least 30 days' notice for material changes; continued use after the effective date means acceptance. Neither party may assign without consent except to a successor in a merger or sale of the business. Notices go to the account email and to [email protected]. If any provision is unenforceable, the rest stays in effect. Neither party is liable for delays caused by events beyond its reasonable control.