Terms of Service

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1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and KumbukTree, Inc., a corporation organized under the laws of the State of Georgia, with its principal place of business at 3847 Peachtree Road NE, Suite 210, Atlanta, GA 30319 ("KumbukTree," "we," "us," or "our").

By accessing or using the KumbukTree platform (the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Service Description

KumbukTree provides a cloud-based software-as-a-service (SaaS) platform designed for childcare centers, preschools, and early education providers. The Service includes:

• Attendance Management — digital check-in/check-out with authorized pickup verification and real-time ratio tracking
• Parent Communication — transactional email and in-app notifications for daily activity reports, incident alerts, meal logs, and milestone updates
• Billing & Invoicing — automated tuition invoicing, payment processing, receipt generation, and subsidy management
• Compliance Engine — staff certification tracking, licensing readiness dashboards, health-screening records, and inspection preparation tools
• Staff Management — scheduling, shift assignments, qualification tracking, and internal messaging

The Service is provided on a subscription basis. Specific features and usage limits are defined in your subscription agreement or order form.

3. Eligibility & Access

The Service is intended exclusively for licensed or legally operating childcare centers, preschools, and early education providers. To use the Service, you must:

• Be at least 18 years of age
• Have the legal authority to enter into a binding agreement
• Operate a legitimate childcare or early education business
• Provide accurate, current, and complete registration information
• Maintain the security of your account credentials

We reserve the right to refuse service, terminate accounts, or cancel subscriptions at our sole discretion if eligibility requirements are not met.

4. Client Obligations

As a Client of KumbukTree, you agree to:

• Use the Service only for lawful purposes related to the operation of childcare or early education facilities
• Provide accurate information about enrolled children, guardians, and staff members
• Obtain all necessary parental consents before adding child and guardian data to the platform
• Maintain appropriate data backups independent of the Service
• Promptly notify us of any unauthorized access to your account
• Comply with all applicable federal, state, and local laws related to your childcare operations
• Use email notification features only for legitimate transactional communications (attendance confirmations, billing receipts, incident reports, etc.)

5. Prohibited Uses

You may not use the Service to:

• Send spam, unsolicited commercial messages, or bulk marketing emails
• Send messages to purchased, rented, or scraped email lists
• Conduct cold outreach or promotional campaigns through the platform's email system
• Distribute malware, phishing schemes, or deceptive content
• Transmit content that is defamatory, obscene, threatening, or otherwise unlawful
• Attempt to gain unauthorized access to the platform, other accounts, or related systems
• Reverse-engineer, decompile, or disassemble any part of the Service
• Resell, sublicense, or redistribute access to the Service without our written consent
• Use the Service for any purpose other than childcare center management
• Infringe upon the intellectual property rights of any third party

Violation of these prohibitions may result in immediate suspension or termination of your account.

6. Fees & Payment

The Service is offered on a subscription basis. Fees are outlined in your order form or subscription agreement and are billed monthly or annually in advance. Payment terms include:

• All fees are quoted and payable in United States Dollars (USD)
• Payment is due within 30 days of invoice date unless otherwise specified
• We accept payment via ACH, wire transfer, and major credit cards (processed securely through Stripe)
• Late payments may incur a fee of 1.5% per month on the outstanding balance
• Subscription fees are non-refundable except as required by applicable law
• We may adjust pricing upon 60 days' written notice prior to your next renewal period

7. Intellectual Property

All intellectual property rights in the Service — including but not limited to software code, interface designs, documentation, trademarks, and trade secrets — are and shall remain the exclusive property of KumbukTree, Inc.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term in accordance with these Terms.

You retain ownership of all data you input into the Service ("Client Data"). By using the Service, you grant us a limited license to process, store, and transmit your Client Data solely for the purpose of providing the Service.

8. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party in connection with the Service ("Confidential Information"). Confidential Information includes, without limitation:

• Business plans, pricing, and financial information
• Technical specifications, product roadmaps, and source code
• Client Data, including child and guardian records
• Security configurations and access credentials

The receiving party shall not disclose Confidential Information to any third party except as necessary to perform obligations under these Terms, and shall use at least the same degree of care as it uses for its own confidential information. These confidentiality obligations survive termination of these Terms for a period of three (3) years.

9. Data Protection

We take the protection of personal data seriously. Our data handling practices are described in detail in our Privacy Policy. Key commitments include:

• We process personal data only as necessary to provide the Service
• We implement appropriate technical and organizational security measures
• We do not sell, rent, or share personal data with third parties for marketing purposes
• We comply with applicable data protection laws including GDPR and CCPA
• We will execute a Data Processing Agreement (DPA) upon Client request

Given the nature of childcare data — which may include information about children — we apply heightened security standards and access controls to all Client Data.

10. Service Availability & SLA

We strive to maintain a target uptime of 99.9% for the Service, measured on a monthly basis, excluding scheduled maintenance windows.

• Scheduled Maintenance: Conducted during off-peak hours (typically 2:00 AM – 5:00 AM ET on Sundays) with at least 48 hours' advance notice
• Unscheduled Maintenance: In the event of critical security patches or system emergencies, we may perform maintenance without prior notice
• Status Updates: Service status is available at status.kumbuktree.com and communicated via email to account administrators

Specific SLA terms, including remedies for downtime exceeding the uptime target, are detailed in your subscription agreement.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• KumbukTree's total aggregate liability under these Terms shall not exceed the total fees paid by you to KumbukTree during the twelve (12) months immediately preceding the event giving rise to the claim
• IN NO EVENT SHALL KUMBUKTREE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY
• These limitations apply regardless of the theory of liability (contract, tort, negligence, or otherwise) and even if KumbukTree has been advised of the possibility of such damages

Nothing in these Terms excludes or limits liability for death, personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless KumbukTree, Inc. and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any applicable law or the rights of any third party
• Any data you submit, post, or transmit through the Service
• Any use of the email notification features in violation of our Acceptable Use Policy

13. Termination

Either party may terminate these Terms as follows:

• For Convenience: Either party may terminate with 30 days' written notice at the end of the then-current subscription period
• For Cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 15 days of written notice
• By KumbukTree: We may suspend or terminate your account immediately if you violate the Prohibited Uses section, our Acceptable Use Policy, or if required by law enforcement

Upon termination:

• Your right to access the Service ceases immediately
• You may request an export of your Client Data within 30 days of termination
• After the 30-day export window, we will delete your Client Data in accordance with our data retention policy
• All outstanding fees become immediately due and payable
• Sections that by their nature should survive termination (Confidentiality, Limitation of Liability, Indemnification, Governing Law) shall survive

14. Dispute Resolution & Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-law principles.

Any dispute arising out of or in connection with these Terms shall be resolved as follows:

1. Negotiation: The parties shall attempt in good faith to resolve any dispute through informal negotiation within 30 days of written notice
2. Mediation: If the dispute is not resolved through negotiation, the parties agree to submit to non-binding mediation administered by JAMS in Atlanta, Georgia
3. Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, conducted in Atlanta, Georgia. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction

Each party shall bear its own costs of mediation and arbitration, except that the filing fees shall be split equally. The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable attorneys' fees and costs.

Nothing in this section shall prevent either party from seeking injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable order forms, constitute the entire agreement between the parties
• Amendments: We may update these Terms from time to time. Material changes will be communicated at least 30 days in advance via email to account administrators
• Waiver: No failure or delay by either party in exercising any right shall constitute a waiver of that right
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets

16. Contact Information