DigitalWoods Terms of Service

Effective Date: May 1, 2026

These Terms of Service ("Terms") govern your access to and use of the products, software, websites, applications, APIs, hosted services, customer portals, professional services, and other offerings provided by DigitalWoods Technologies Inc. ("DigitalWoods", "we", "our", or "us").

These Terms constitute a legally binding agreement between DigitalWoods and the individual or legal entity ("Customer", "you", or "your") accessing or using our Services.

By accessing, browsing, registering for, purchasing, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, the terms "you" and "your" refer to that entity.

If you do not agree to these Terms, you must not access or use the Services.

1. About DigitalWoods

DigitalWoods develops software products and provides implementation, consulting, integration, and custom software development services for businesses worldwide.

Our offerings include hosted software platforms, customer experience portals, APIs, cloud applications, implementation services, and related professional services designed to help organizations extend and integrate their business systems.

These Terms apply to all current and future products and services offered by DigitalWoods unless expressly governed by a separate written agreement.

2. Scope of Services

These Terms apply to, without limitation:

The DigitalWoods website and related web properties

WoodsPortal and all associated editions and deployments

Customer, partner, dealer, vendor, employee, resident, and other digital portals powered by WoodsPortal

Hosted Software-as-a-Service (SaaS) offerings

APIs, SDKs, webhooks, and developer services

Mobile applications and Progressive Web Applications (PWAs)

Professional consulting services

Software implementation and onboarding

Integration services

Data migration services

Custom software development

User interface and application development

Technical support and maintenance

Beta features, preview releases, evaluation licenses, and trial services

Certain Services may also be governed by Statements of Work ("SOW"), Order Forms, quotations, service agreements, or other written contracts. Where such agreements conflict with these Terms, those agreements shall prevail solely with respect to the applicable Services.

3. Definitions

For the purposes of these Terms:

Account means an account created to access the Services.

Authorized User means any individual authorized by the Customer to access or use the Services.

Customer Data means all information, documents, files, records, communications, media, and other content submitted, uploaded, stored, transmitted, or processed through the Services by or on behalf of the Customer.

Documentation means user guides, API documentation, knowledge base articles, technical documentation, release notes, and other materials published by DigitalWoods.

Order Form means any quotation, proposal, purchase order, subscription agreement, or other commercial document accepted by both parties.

Professional Services means consulting, implementation, migration, configuration, integration, onboarding, custom development, training, advisory services, or other professional work performed by DigitalWoods.

Services means collectively all software, hosted platforms, websites, APIs, mobile applications, customer portals, professional services, support services, and related offerings provided by DigitalWoods.

Software means WoodsPortal and any other proprietary software developed, licensed, or distributed by DigitalWoods.

Subscription means a recurring license granting access to designated Services during the applicable subscription term.

4. Eligibility

You may use the Services only if:

• you are legally capable of entering into binding contracts
• your use complies with all applicable laws and regulations
• you have not previously been suspended or prohibited from using the Services

you have the authority to enter into this agreement if acting on behalf of an organization.

DigitalWoods reserves the right to refuse or terminate access where required to comply with applicable law or to protect the integrity and security of the Services.

5. Accounts

Certain Services require the creation of an Account.

You agree to:

• provide accurate, complete, and current registration information
• maintain the confidentiality of your login credentials
• promptly update inaccurate information
• prevent unauthorized access to your Account

notify DigitalWoods immediately of any suspected unauthorized use.

You are responsible for all activity conducted through your Account unless such activity results directly from DigitalWoods' negligence or willful misconduct.

DigitalWoods may suspend Accounts reasonably believed to have been compromised or used in violation of these Terms.

6. Subscription Services

Many DigitalWoods Services, including WoodsPortal, are provided under recurring subscription licenses.

Subject to your compliance with these Terms and payment of all applicable fees, DigitalWoods grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the subscribed Services during the applicable subscription period.

Unless otherwise specified in an Order Form:

• subscriptions renew automatically for successive billing periods
• subscription fees are billed in advance
• subscriptions remain active only while all fees are paid

subscription fees are non-refundable except where required by law.

Subscription plans may include limits relating to:

• users
• monthly active users
• workspaces
• portals
• API usage
• storage
• available features

usage quotas; or

other commercial metrics.

Exceeding applicable limits may require an upgrade, purchase of additional capacity, or payment of overage charges.

DigitalWoods reserves the right to enforce technical limitations consistent with the purchased Subscription.

7. Professional Services

Professional Services are separate from Software subscriptions unless expressly included in an Order Form.

Professional Services may include:

• implementation
• onboarding
• solution architecture
• consulting
• integrations
• workflow development
• software customization
• data migration
• application development
• user interface development
• technical advisory services

training.

Project estimates represent reasonable expectations based on available information but are not guarantees.

Customer delays, scope changes, third-party dependencies, or incomplete requirements may affect delivery schedules.

Additional work outside the agreed scope may require a revised quotation or change order.

Unless otherwise agreed in writing, DigitalWoods retains discretion regarding development methodologies, staffing, tooling, and implementation approaches used to deliver Professional Services.

8. Trial Services

DigitalWoods may provide demonstrations, beta releases, preview features, proof-of-concept deployments, or trial subscriptions.

Trial Services are provided solely for evaluation purposes.

Unless expressly stated otherwise:

• Trial Services are provided "AS IS"
• support commitments do not apply
• uptime commitments do not apply
• functionality may change at any time
• Trial Services may be discontinued without notice

data stored during a trial may be permanently deleted following expiration of the trial period.

DigitalWoods shall have no liability arising from the use or discontinuation of Trial Services.

9. Customer Responsibilities

You agree to:

• comply with all applicable laws
• use the Services only for lawful business purposes
• ensure that all Authorized Users comply with these Terms
• maintain appropriate security controls over your own systems
• maintain backups of information critical to your business
• review workflows, automations, and business processes before production use

obtain all necessary permissions to upload or process Customer Data.

You are solely responsible for:

• the accuracy of your data
• business decisions made using the Services
• compliance with industry-specific regulations applicable to your organization

the actions of your Authorized Users.

DigitalWoods provides technology platforms and professional services but does not assume responsibility for the Customer's operational, legal, regulatory, accounting, or compliance obligations.

10. Fees, Billing and Payment

Fees for the Services are specified in the applicable Order Form, quotation, proposal, or pricing page.

Unless otherwise agreed in writing:

 

Subscription fees are billed in advance.

Professional Services are billed as specified in the applicable agreement.

All fees are stated exclusive of taxes unless expressly indicated otherwise.

You are responsible for all applicable taxes, duties, withholding taxes, and governmental charges associated with your purchase, excluding taxes based on DigitalWoods' income.

Invoices are payable according to the payment terms specified in the applicable Order Form or invoice.

Failure to pay undisputed invoices by the due date may result in:

• suspension of Services
• suspension of technical support
• delayed project delivery

termination of the applicable Subscription or Services.

DigitalWoods reserves the right to charge interest on overdue amounts where permitted by applicable law.

11. Renewals and Cancellation

Subscription Services continue for the purchased Subscription Term and automatically renew unless either party provides notice of non-renewal before the renewal date, or the applicable Order Form specifies otherwise.

Customers may cancel future renewals at any time by providing written notice.

Cancellation does not entitle the Customer to a refund for the remaining portion of the current Subscription Term unless otherwise required by applicable law or expressly agreed in writing.

Termination or expiration of a Subscription does not affect any payment obligations accrued prior to termination.

12. Intellectual Property

DigitalWoods and its licensors retain all right, title, and interest in and to:

• WoodsPortal
• all DigitalWoods software
• APIs
• source code
• object code
• frameworks
• reusable software components
• user interface designs
• templates
• documentation
• methodologies
• workflows
• know-how
• trade secrets
• trademarks
• logos
• copyrights

patents; and

all related intellectual property rights.

No ownership rights are transferred to the Customer under these Terms.

Except for the limited license expressly granted herein, no license or other rights are granted by implication, estoppel, or otherwise.

13. Customer Data

As between the parties, the Customer retains all ownership rights in Customer Data.

DigitalWoods does not claim ownership of Customer Data.

The Customer grants DigitalWoods a limited, worldwide, non-exclusive license to host, copy, process, transmit, display, and otherwise use Customer Data solely for the purpose of:

• providing the Services
• maintaining the Services
• securing the Services
• troubleshooting
• providing support

complying with legal obligations; and

improving the functionality of the Services through aggregated and anonymized analysis.

DigitalWoods will not sell Customer Data.

Aggregated or anonymized usage statistics that do not identify the Customer or any individual may be used for product improvement, analytics, benchmarking, capacity planning, and reporting.

14. Custom Development

Unless otherwise agreed in writing, custom software developed specifically for a Customer shall be governed by the applicable Statement of Work or Order Form.

Unless expressly transferred in writing:

DigitalWoods retains ownership of all pre-existing software, frameworks, libraries, reusable modules, utilities, APIs, templates, and development tools.

DigitalWoods retains ownership of any improvements, enhancements, or derivative works created from its existing software.

The Customer receives ownership only of deliverables expressly identified as transferable under the applicable agreement.

Nothing in these Terms prevents DigitalWoods from using its general knowledge, experience, ideas, programming techniques, architectures, workflows, or reusable components in future projects.

15. Feedback

If you provide suggestions, feature requests, recommendations, enhancement proposals, bug reports, or other feedback relating to the Services, you grant DigitalWoods a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, publish, and commercialize such feedback without restriction or compensation.

You represent that you have the necessary rights to provide such feedback.

16. Confidentiality

Each party may receive confidential information from the other party during the course of the business relationship.

Confidential Information includes any non-public information disclosed in written, electronic, visual, or oral form that a reasonable person would understand to be confidential, including but not limited to:

• business plans
• software
• pricing
• product roadmaps
• customer information
• technical documentation
• source code
• security information
• financial information

product designs; and

trade secrets.

Each party agrees to:

• protect Confidential Information using reasonable care
• use Confidential Information solely for purposes of performing under these Terms

restrict access to personnel who have a legitimate business need to know.

Confidential Information does not include information that:

• is publicly available through no fault of the receiving party
• was lawfully known prior to disclosure

is independently developed without use of Confidential Information; or

is lawfully obtained from another source without confidentiality obligations.

If disclosure is required by law, the receiving party shall provide reasonable notice where legally permitted.

17. Acceptable Use

You agree not to:

• use the Services for unlawful purposes
• interfere with the operation of the Services
• attempt to gain unauthorized access to systems or data
• reverse engineer, decompile, or disassemble the Software except where prohibited by law
• circumvent licensing or usage restrictions
• distribute malware or harmful code
• conduct denial-of-service attacks
• use automated tools to overload or disrupt the Services
• infringe intellectual property rights
• impersonate another individual or organization
• misuse APIs beyond documented limits
• use the Services to transmit spam or fraudulent communications

use the Services in violation of export control or sanctions laws.

DigitalWoods may investigate suspected violations and may suspend or terminate access where reasonably necessary to protect the Services, customers, or third parties.

18. APIs and Integrations

Certain Services include APIs, webhooks, SDKs, or integration capabilities.

Your use of these interfaces must comply with all published documentation and reasonable usage requirements established by DigitalWoods.

DigitalWoods may:

• introduce new API versions
• deprecate legacy endpoints
• implement authentication changes
• introduce reasonable rate limits

modify technical specifications.

Reasonable efforts will be made to provide advance notice of material API changes where practical.

DigitalWoods is not responsible for Customer applications that fail due to unsupported integrations, deprecated APIs, or modifications made by third-party platforms.

19. Third-Party Services

The Services may integrate with or depend upon third-party software, platforms, cloud providers, communication services, payment processors, authentication providers, analytics providers, or other external services.

Your use of those third-party services remains subject to their respective terms and policies.

DigitalWoods is not responsible for:

• third-party outages
• discontinued APIs
• changes to third-party functionality
• pricing changes imposed by third parties
• delays caused by third-party providers

security incidents originating from third-party services.

Where implementation depends upon a third-party provider, DigitalWoods' obligations are limited to those within its reasonable control.

20. Support and Maintenance

DigitalWoods provides support in accordance with the applicable Subscription plan, Order Form, or separate support agreement.

Support may include:

• technical assistance
• troubleshooting
• bug investigation
• product guidance
• software updates

maintenance releases.

Support does not include:

• custom development
• new feature implementation
• third-party software support
• on-site services

end-user training unless expressly purchased.

DigitalWoods may perform scheduled maintenance from time to time.

Where reasonably practicable, advance notice of planned maintenance affecting production Services will be provided.

21. Service Availability

DigitalWoods continually works to provide reliable and secure Services. However, the Services are provided over the internet and depend on third-party infrastructure, telecommunications providers, cloud platforms, and other external systems.

Unless expressly stated in a separate Service Level Agreement (SLA), DigitalWoods does not guarantee uninterrupted or error-free operation of the Services.

Service interruptions may occur due to:

• scheduled maintenance
• emergency maintenance
• software updates
• infrastructure failures
• internet outages
• third-party service disruptions
• security incidents

events beyond our reasonable control.

Where reasonably practicable, advance notice of planned maintenance affecting production Services will be provided.

22. Warranties

DigitalWoods warrants that Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

If the Customer believes Professional Services have not been performed in accordance with this warranty, the Customer must notify DigitalWoods within thirty (30) days of delivery.

DigitalWoods' sole obligation, and the Customer's exclusive remedy, shall be for DigitalWoods to use commercially reasonable efforts to correct the affected Services.

23. Disclaimer of Warranties

Except as expressly stated in these Terms or in a separate written agreement, the Services are provided on an "AS IS" and "AS AVAILABLE" basis.

To the maximum extent permitted by applicable law, DigitalWoods disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of:

• merchantability
• fitness for a particular purpose
• non-infringement
• uninterrupted availability

satisfactory quality; and

accuracy of results.

DigitalWoods does not warrant that:

• the Services will be uninterrupted
• the Services will be error-free
• all defects will be corrected
• the Services will meet every Customer requirement

integrations with third-party platforms will remain available indefinitely.

The Customer acknowledges that software, cloud platforms, APIs, and internet-based services inherently involve technical limitations and operational risks.

24. Limitation of Liability

To the maximum extent permitted by applicable law, DigitalWoods shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages arising out of or relating to the Services, including but not limited to:

• loss of profits
• loss of revenue
• loss of business opportunities
• loss of goodwill
• loss of anticipated savings
• business interruption
• loss or corruption of data

procurement of substitute services.

DigitalWoods' aggregate liability arising out of or relating to the Services shall not exceed the total fees actually paid by the Customer to DigitalWoods for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory asserted and even if DigitalWoods has been advised of the possibility of such damages.

Nothing in these Terms limits liability that cannot be excluded or limited under applicable law.

25. Indemnification

The Customer agrees to defend, indemnify, and hold harmless DigitalWoods, its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• the Customer's use of the Services
• Customer Data
• violation of these Terms
• violation of applicable law
• infringement of third-party rights by Customer Data or Customer content

misuse of the Services by the Customer or its Authorized Users.

DigitalWoods will promptly notify the Customer of any indemnifiable claim and will reasonably cooperate in the defense of such claim.

26. Suspension

DigitalWoods may suspend access to all or part of the Services immediately if reasonably necessary to:

 

• protect the security or integrity of the Services
• prevent fraud or abuse
• comply with legal obligations
• investigate suspected violations of these Terms
• respond to a security incident
• protect other customers or third parties

address non-payment of undisputed fees.

Where practical, DigitalWoods will provide notice before suspension.

Suspension does not relieve the Customer of payment obligations accrued before or during the suspension period.

27. Termination

Either party may terminate a Subscription or Professional Services agreement in accordance with the applicable Order Form or written agreement.

DigitalWoods may terminate these Terms or suspend access immediately if the Customer:

• materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving notice
• repeatedly violates these Terms
• engages in fraudulent or unlawful conduct
• becomes insolvent or enters bankruptcy proceedings

uses the Services in a manner that threatens the security or operation of the platform.

Upon termination:

• the Customer's right to access the affected Services ends
• all outstanding fees become immediately due

DigitalWoods may delete Customer Data following applicable retention periods unless otherwise required by law or agreed in writing.

The Customer is responsible for exporting any required Customer Data before termination or expiration of the Services.

28. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including but not limited to:

• natural disasters
• acts of government
• war
• terrorism
• civil unrest
• labour disputes
• internet failures
• utility outages
• pandemics

failures of cloud or telecommunications providers.

The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.

29. Export Compliance

The Customer agrees to comply with all applicable export control, trade, and sanctions laws and regulations.

The Customer shall not use or permit use of the Services in violation of applicable export restrictions or sanctions.

30. Assignment

The Customer may not assign or transfer these Terms without DigitalWoods' prior written consent, except in connection with a merger, acquisition, or sale of substantially all of the Customer's assets.

DigitalWoods may assign these Terms to an affiliate or successor in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets.

31. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

The parties agree that any legal action arising out of or relating to these Terms shall be brought in the state or federal courts located in Delaware, and each party irrevocably submits to the jurisdiction of those courts.

32. Entire Agreement

These Terms, together with any applicable Order Forms, Statements of Work, Subscription Agreements, Service Level Agreements, Data Processing Agreements, or other written agreements executed by the parties, constitute the entire agreement between the parties regarding the applicable Services and supersede all prior discussions, proposals, understandings, and agreements relating to those Services.

33. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be interpreted, where possible, to most closely reflect the original intent of the parties while remaining enforceable.

34. Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and signed by the party granting the waiver.

35. Changes to These Terms

DigitalWoods may update these Terms from time to time to reflect changes in our Services, legal requirements, or business practices.

The revised Terms will become effective upon publication unless otherwise specified.

Material changes will be communicated through reasonable means, such as email, account notifications, or notices on our website.

Continued use of the Services after the effective date of revised Terms constitutes acceptance of the updated Terms.

36. Contact Information

Questions regarding these Terms may be directed to:

DigitalWoods Technologies Inc.

Email: legal@digitalwoods.io

Website: https://digitalwoods.io

For security-related matters, please refer to our Trust Center or contact the appropriate security contact listed there.

Last Updated: May 1, 2026