Terms of Service

These Terms of Service ("Terms") govern your access to and use of Jindo CRM, a customer relationship management (CRM) software service (the "Service") provided by White Cat Black Dog, LLC ("we," "us," or "Company"), a limited liability company organized under the laws of California. By registering for, accessing, or using the Service, you ("Client" or "you") agree to be bound by these Terms.

IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

1. Definitions

"Account" means your registered account used to access and manage the Service.

"Administrator" means a User designated by the Client to manage the Account, including adding or removing other Users.

"Client Data" means all data, records, and information that you upload to, store in, or process through the Service.

"Credentials" means usernames, passwords, and any other access credentials used to log in to the Service.

"Feedback" means any suggestions, bug reports, ideas, or comments you submit to us about the Service.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights worldwide.

"Service" means the Jindo CRM software platform, including all features, functionality, and content made available by us.

"Subscription" means the paid plan selected by Client that governs the Client's scope of use, including the number of Users and the monthly fee.

"Subscription Term" means the period during which Client is authorized to use the Service, commencing on the activation date and continuing until terminated.

"User" means any individual authorized by the Client to access the Service under the Client's Account.

2. Subscriptions and Fees

2.1 Subscription Plans

To use the Service, you must purchase a Subscription. Pricing is based on the number of Users at the rate published on our website (jindocrm.com) at the time of signup. We reserve the right to modify pricing with at least 30 days' prior written notice.

2.2 Billing and Payment

Subscriptions are billed monthly in advance. You authorize us to charge your designated payment method on a recurring monthly basis. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

2.3 Auto-Renewal

Your Subscription will automatically renew each month (or annually) unless you cancel before the next billing date. You may cancel at any time through your Account settings or by contacting us. Cancellation takes effect at the end of the current billing period; no partial-month refunds are provided.

2.4 Upgrades and Downgrades

You may add or remove Users at any time. Adding Users will result in a prorated charge for the remainder of the current billing period. Removing Users will take effect on the next billing cycle.

2.5 Late Payment and Suspension

If payment fails, we will notify you and provide a 10-day cure period. If payment is not received within that period, we may suspend access to the Service until payment is made. If the account remains unpaid for 30 days after suspension, we may terminate the Account and delete Client Data in accordance with Section 7.

2.6 Taxes

You are responsible for all applicable taxes, levies, and duties imposed by taxing authorities. Our fees do not include taxes, which may be added to your invoice where required by law.

3. Use of the Service

3.1 License

Subject to these Terms and timely payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the Subscription Term solely for your internal business purposes.

3.2 Users and Credentials

You may authorize Users to access the Service within your Subscription's scope. Each User must have their own Credentials; Credentials may not be shared. You are responsible for all activity that occurs under your Account, including the actions of your Users. You must promptly notify us of any actual or suspected unauthorized access to your Account.

3.3 Administrators

You may designate one or more Administrators to manage your Account. Administrators may access, export, and manage Client Data and User permissions. We may rely on instructions from your Administrator when managing your Account.

3.4 Service Modifications

We reserve the right to modify, update, or discontinue features of the Service at any time. We will provide reasonable notice of material changes where practicable. We are not liable for any modification, suspension, or discontinuation of the Service.

3.5 Free Trials

We may offer a time-limited free trial. At the end of the trial, you must subscribe to continue using the Service. If you do not subscribe, your Account will be deactivated and your Client Data may be deleted after 14 days.

4. Prohibited Activities

You may not use the Service to:

• Violate any applicable local, state, national, or international law or regulation;
• Upload, transmit, or store unlawful, infringing, defamatory, or harmful content;
• Attempt to gain unauthorized access to the Service, our systems, or another user's account;
• Reverse engineer, decompile, or otherwise attempt to derive the source code of the Service;
• Resell, sublicense, or otherwise make the Service available to third parties without our written consent;
• Use the Service to send unsolicited commercial messages (spam) in violation of applicable law;
• Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein;
• Upload or process Sensitive Information (as defined below) without appropriate safeguards;
• Use the Service for any purpose competitive with the Service or to build a competing product.

5. Client Data

5.1 Ownership

You own all Client Data. We claim no ownership rights in Client Data. You are solely responsible for the accuracy, legality, and appropriateness of all Client Data you upload or process through the Service.

5.2 License to Process

By using the Service, you grant us a limited, non-exclusive, worldwide license to host, store, process, and display Client Data solely as necessary to provide and maintain the Service for you.

5.3 Sensitive Information

The Service is not designed for storing sensitive personal information such as Social Security numbers, financial account numbers, medical or health data, biometric data, or data about minors. You should not upload such information unless you have implemented appropriate safeguards and have a lawful basis for doing so. We are not liable for your use of the Service to process Sensitive Information.

5.4 Data Export

You may export your Client Data at any time through the Service's export functionality. We encourage you to regularly export and back up your Client Data.

5.5 Data Deletion

Upon termination or expiration of your Subscription, we will retain your Client Data for 30 days, during which time you may request an export. After 30 days, we may delete your Client Data from our production systems, subject to legal retention obligations and standard backup rotation schedules.

5.6 Compelled Disclosure

We may disclose Client Data if required by law, court order, or a valid governmental request. Where legally permissible, we will provide you with prior notice of such compelled disclosure so that you may seek a protective order.

6. Privacy

Our collection and use of personal data is governed by our Privacy Policy, available at jindocrm.com/privacy, which is incorporated into these Terms by reference. By using the Service, you consent to the data practices described in our Privacy Policy. As between the parties, you are the data controller and we are the data processor with respect to Client Data containing personal information.

7. Confidentiality

7.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client Data is your Confidential Information. The Service, including its underlying technology, algorithms, pricing, and roadmap, is our Confidential Information.

7.2 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care); (b) not disclose such Confidential Information to any third party without prior written consent; and (c) use such Confidential Information solely for the purposes of these Terms.

7.3 Exceptions

The obligations above do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order.

8. Intellectual Property

8.1 Our IP

We retain all right, title, and interest in and to the Service, including all software, interfaces, designs, content, documentation, and underlying technology. These Terms do not transfer any ownership rights to you. "Jindo CRM" and associated marks are trademarks of White Cat Black Dog, LLC.

8.2 Feedback

If you provide Feedback to us, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate that Feedback into the Service without any obligation to compensate you.

9. Disclaimers; No Warranty

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU USE THE SERVICE AT YOUR OWN RISK.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WHITE CAT BLACK DOG, LLC, ITS OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

11. Indemnification

11.1 By You

You agree to indemnify, defend, and hold harmless White Cat Black Dog, LLC, its members, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service in violation of these Terms; (b) your Client Data; (c) your violation of any applicable law; or (d) any claims by your Users.

11.2 By Us

We will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a third party's Intellectual Property Rights, and will pay any resulting court-awarded damages or settlements approved by us. This obligation does not apply if the claim arises from: (a) your modification of the Service; (b) your combination of the Service with products or data not provided by us; or (c) your use of the Service in violation of these Terms.

12. Term and Termination

12.1 Term

These Terms are effective as of the date you first use the Service and continue until your Subscription is terminated.

12.2 Termination for Convenience

Either party may terminate these Terms at any time by providing written notice. If you terminate, cancellation takes effect at the end of the current billing period and no refunds are issued for the remaining period.

12.3 Termination for Cause

We may suspend or terminate your Account immediately if: (a) you materially breach these Terms and fail to cure such breach within 10 days of written notice; (b) you become insolvent or make an assignment for the benefit of creditors; or (c) continued provision of the Service would violate applicable law.

12.4 Effect of Termination

Upon termination: (a) your license to use the Service ceases immediately; (b) you must stop using and delete any local copies of our proprietary content; (c) Sections 1, 5.5, 7, 8, 9, 10, 11, and 13–15 survive termination; and (d) we will handle your Client Data in accordance with Section 5.5.

13. Governing Law and Dispute Resolution

13.1 Governing Law

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

13.2 Dispute Resolution

The parties will attempt to resolve any dispute informally first by contacting the other party in writing and describing the dispute. If the dispute is not resolved within 30 days, either party may pursue the remedies set forth below.

13.3 Jurisdiction

Subject to Section 13.4 below, each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for the resolution of any dispute arising out of or relating to these Terms or the Service.

13.4 Small Claims

Either party may bring an individual claim in small claims court in lieu of arbitration or litigation, provided the claim qualifies and remains in small claims court.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any Order Forms, the Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

14.2 Modifications

We may modify these Terms from time to time. We will notify you of material changes at least 30 days in advance via email or in-app notice. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes.

14.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, with notice to you.

14.4 Severability

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

14.5 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of our right to enforce that provision in the future.

14.6 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14.7 Force Majeure

Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, or internet outages, provided the affected party promptly notifies the other and uses reasonable efforts to resume performance.

14.8 Notices

Notices to us must be sent to: White Cat Black Dog, LLC, Cupertino, California, or to our designated legal notice email address. We may send notices to you at the email address associated with your Account.

14.9 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

Contact Us

If you have any questions about these Terms, please contact us at:

Jindo CRM / White Cat Black Dog, LLC

Cupertino, California

Website: jindocrm.com