Terms of Service

1. Acceptance and who we are

KomplyOS LLC ("KomplyOS", "we", "our", "us") is a Delaware limited liability company. We provide a web platform that helps property managers, condo and co-op boards, and the technicians they hire track building equipment, schedule inspections, file required reports, and stay on top of compliance deadlines.

You can reach our legal team at legal@komplyos.com. Formal legal notices should be sent to: KomplyOS LLC, c/o Resident Agents Inc., 8 The Green, Suite B, Dover, DE 19901.

By creating an account, signing an order form, or otherwise accessing the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

2. Definitions

A few terms in this document have specific meanings. We use these defined terms throughout, so it is worth a quick read.

• "Service" means the KomplyOS web and mobile application, the marketing site at komplyos.com, and any associated tools, APIs, and documentation we make available.
• "Customer" means the legal entity that signs up for and pays for the Service. In KomplyOS this is typically a property management company, a condo or co-op corporation, or another organization that owns or operates buildings. If you signed up as an individual, "Customer" means you.
• "Authorized User" means a person the Customer permits to access the Service under the Customer's account. KomplyOS supports three Authorized User roles: Admin (full access to the Customer's account, including billing and user management), Client (a property contact with access to their own buildings, equipment, invoices, and messages), and Technician (a field worker with access to assigned jobs and inspections, designed for mobile use).
• "Customer Content" means all data, text, files, photos, documents, signatures, and other materials that the Customer or its Authorized Users submit to the Service. Customer Content does not include the KomplyOS software itself, our templates and forms, or aggregated analytics we derive from usage of the Service.
• "Subprocessor" means a third-party service we use to help deliver the Service, listed in our Privacy Policy. As of the effective date of these Terms, our subprocessors are AWS, Stripe, Anthropic, and Mailgun.

3. Accounts and Authorized Users

The Customer is the contracting party under these Terms. In KomplyOS, the Customer is typically a condo or co-op corporation, a property management company, or a board of managers — not the individual who clicks "Sign up." The person who signs up represents that they have authority to enter into these Terms on behalf of the Customer.

Once an account exists, the Customer decides which Authorized Users can access it and in which role. The three roles map to how KomplyOS work actually gets done:

• Admins have full access to the Customer's account, including billing, user management, and configuration. Admins act on behalf of the Customer and can bind the Customer to changes inside the application.
• Clients are property-side contacts who see their own buildings, equipment, invoices, and messages. Clients cannot see other customers' data and cannot change billing or user settings.
• Technicians are field workers — typically on a phone or tablet — who see only the jobs and inspections assigned to them. The Technician role is designed for mobile use and intentionally narrow.

The Customer is responsible for the conduct of its Authorized Users. That means making sure each one keeps their login credentials secret, uses the Service in line with these Terms, and does not share their account with anyone else. If an Authorized User does something that breaks these Terms, we treat it as the Customer doing it.

The Customer is also responsible for keeping the contact information on its account current — especially the billing email and the email we use to send legal and security notices. We may rely on the addresses on file for everything we do under these Terms.

4. Subscription, billing, and auto-renewal

Most KomplyOS plans are sold on a recurring subscription. The plan, billing frequency (monthly or annual), and price are set out at sign-up or in an order form. By subscribing, the Customer authorizes us — through Stripe, our payment processor — to charge the Customer's payment method on each renewal date. KomplyOS does not store credit card numbers; Stripe does.

Subscriptions auto-renew at the end of each billing period at the then-current price unless the Customer cancels before the renewal date. Cancellation is effective at the end of the current billing period, and the Customer keeps access to the Service through that date.

We do not pro-rate refunds for partial billing periods. If a Customer cancels mid-period, downgrades to a smaller plan, or stops using the Service, no refund is owed for the unused portion of that period. Trial credits, promotional discounts, and similar incentives are not refundable in cash.

If a payment fails — for example, the card on file is declined or expired — we will retry it a reasonable number of times and email the billing contact. If the payment remains unpaid after those retry attempts, KomplyOS may suspend the Service until the balance is settled. Repeated non-payment may result in termination under Section 12.

We may change pricing for future renewal periods. If we do, we will give the Customer at least 30 days written notice — typically by email to the billing contact — before the new price takes effect. The Customer can cancel before the new price applies if they do not agree to it.

5. Customer data ownership and license

As between KomplyOS and the Customer, the Customer owns all Customer Content. We make no claim of ownership over the buildings, equipment lists, inspection results, photos, signatures, work orders, or any other content the Customer or its Authorized Users put into KomplyOS.

To deliver the Service, the Customer grants KomplyOS a limited, worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content. This license exists solely so we can operate KomplyOS for the Customer — for example, storing photos in S3, sending emails through Mailgun, and rendering inspection forms inside the application. The license ends when the Customer Content is deleted or the account terminates, except for the limited backup retention described in our Privacy Policy.

The Customer can export Customer Content at any time during an active subscription using the export tools in the application. After termination, we keep Customer Content available for export for 90 days. After the 90-day window, we delete Customer Content from active systems on the schedule described in the Privacy Policy.

6. Acceptable use

The Customer and its Authorized Users agree not to:

• Scrape, crawl, or systematically extract data from the Service, except through APIs we have explicitly made available for that purpose.
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except where applicable law expressly permits it and only to the extent of that permission.
• Use the AI Assistant to generate misleading inspection reports, fabricate compliance evidence, forge signatures, or otherwise create content meant to deceive a regulator, building owner, tenant, board, or authority having jurisdiction.
• Resell, sublicense, rent, or otherwise commercialize access to the Service to third parties outside the Customer's organization.
• Upload unlawful content, malware, or content that infringes someone else's intellectual property or privacy rights.
• Upload third-party personal information without the necessary consent, contract, or other lawful basis.
• Use the Service to harass, threaten, or impersonate anyone, or to discriminate against any protected group.
• Probe, scan, or test the security of the Service except through our published responsible-disclosure channel.

If we suspect a violation, we may investigate and, if needed, suspend the offending account while we work things out. We will give reasonable notice unless the situation poses an immediate risk to the Service or to other customers, in which case we may suspend first and explain after.

7. Inspection-services disclaimer

This is important. KomplyOS provides software tools for managing compliance workflows — scheduling inspections, recording results, tracking deadlines, and producing reports. KomplyOS does not perform inspections. We do not certify equipment, sign off on code compliance, interpret regulations on the Customer's behalf, or assume regulatory responsibility to any authority having jurisdiction (an "AHJ") such as the FDNY, the New York City Department of Buildings, the Department of Environmental Protection, or any other federal, state, or local agency. Those obligations belong to the Customer, the licensed professionals the Customer hires, and the Authorized Users who actually do the field work.

The Customer is solely responsible for the accuracy, completeness, and timeliness of every inspection result, code interpretation, deficiency determination, certification, and submission to authorities that flows through KomplyOS. KomplyOS makes no representation or warranty that use of the Service will, by itself, satisfy any specific regulatory requirement, code, or filing obligation. Reliance on the Service does not replace the Customer's duty to retain qualified inspectors, engineers, attorneys, or other professionals where their judgment is required, and it does not transfer any regulatory liability to KomplyOS.

8. AI Assistant terms

KomplyOS includes an AI Assistant, powered by Anthropic's Claude API, that lets administrators ask questions about their account and run common tasks in plain language. Anthropic is listed as a subprocessor in our Privacy Policy.

AI Assistant outputs are advisory. They are generated by a large language model and may be incomplete, out of date, or wrong. The Customer must independently verify any AI output before acting on it — especially anything with regulatory, financial, or safety implications. The Assistant is not a substitute for licensed legal, engineering, or regulatory advice, and using its output does not transfer responsibility from the Customer to KomplyOS.

To deliver and improve the AI Assistant, we may retain conversations between Authorized Users and the Assistant. We use this content to operate the feature, debug issues, evaluate quality, and improve the system over time, as described in our Privacy Policy. We do not use AI Assistant content for third-party advertising, and we do not train external advertising models on it.

9. Photo, document, and content uploads

The Customer warrants that it has the right to upload all Customer Content to KomplyOS, including any photos, documents, building plans, signatures, and third-party information that appear in that Content. If a third party owns part of the Content — for example, a building plan or a vendor's report — the Customer represents that it has the necessary license, consent, or other lawful basis to put that material into KomplyOS.

KomplyOS does not claim ownership of Customer Content. We do not use Customer photos in marketing without permission, and we do not sell Customer Content to anyone.

We may use anonymized and aggregated data derived from Customer Content — for example, "X% of fire-pump inspections in 2026 were submitted on time" — to operate the Service, study product usage, and improve features for everyone. Anonymized and aggregated data cannot be traced back to a specific Customer, building, or person, and it does not identify any Authorized User.

10. Service availability and maintenance

We work hard to keep KomplyOS available and reliable, but we do not commit to a specific uptime percentage in these Terms. There is no formal Service Level Agreement (SLA) at this time. Customers with heightened uptime or response-time requirements should reach out before signing up so we can discuss whether KomplyOS is the right fit.

From time to time, we perform scheduled maintenance that requires brief downtime. We try to schedule maintenance for off-hours and to give reasonable advance notice — typically by an in-app banner or an email to account admins. Emergency maintenance, performed in response to a security or stability issue, may happen with little or no notice.

Subject to the Limitation of Liability in Section 12, KomplyOS is not liable for downtime, slowdowns, or temporary loss of access. The Customer's exclusive remedy for unavailability is the cap set out in Section 12.

11. Confidentiality, intellectual property, and feedback

Confidentiality

During the relationship, each party may share information the other treats as confidential — pricing, technical roadmap, security details, building lists, tenant information, and similar non-public material. The receiving party agrees to use confidential information only to perform under these Terms, to protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and not to disclose it to anyone else except its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as these.

These obligations continue for as long as the information remains non-public, even after these Terms end. Confidential information does not include information that is or becomes public through no fault of the receiver, was lawfully known before disclosure, is independently developed without use of the disclosing party's confidential information, or is required to be disclosed by law (in which case the receiver will give the disclosing party prompt notice when allowed).

Intellectual property

KomplyOS owns and retains all rights, title, and interest in the Service — including the software, data models, user interface, design, documentation, brand, and any improvements or derivative works we create. These Terms do not transfer any KomplyOS intellectual property to the Customer. The Customer receives only the limited right to use the Service during the term, as described in these Terms. Customer Content is and remains the Customer's, as described in Section 5.

Feedback license

If the Customer or an Authorized User sends KomplyOS feedback, suggestions, ideas, feature requests, or comments about the Service ("Feedback"), the Customer grants KomplyOS a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use that Feedback to operate, develop, and improve the Service and any future products. We are not obligated to act on Feedback or to compensate anyone for it. We will not associate Feedback with the Customer's name in marketing without the Customer's permission.

12. Indemnification, warranties, liability, term, and governing law

Indemnification

Each party will indemnify and defend the other against third-party claims as set out below. The Customer will indemnify KomplyOS against claims arising out of (a) Customer Content, including any allegation that Customer Content infringes a third party's rights or violates the law; (b) the Customer's or its Authorized Users' violation of these Terms or applicable law, including the acceptable-use rules in Section 6; and (c) any misrepresentation by the Customer to a regulator, AHJ, building owner, board, or tenant about the role KomplyOS played in an inspection, certification, or compliance submission.

KomplyOS will indemnify the Customer against third-party claims that the Service, as provided by KomplyOS and used as permitted under these Terms, infringes a third party's U.S. patent, copyright, or trademark — excluding claims that arise from Customer Content, modifications to the Service that we did not make, or use of the Service combined with other products or services in a way we did not anticipate.

The party seeking indemnification will give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided no settlement admits liability or imposes obligations on the indemnified party without consent), and reasonably cooperate in the defense.

Warranty disclaimer

Except as expressly stated in these Terms, the Service is provided AS-IS and AS-AVAILABLE. To the maximum extent permitted by law, KomplyOS disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, secure against every threat, or that any specific outcome — regulatory, operational, or financial — will be achieved by using it.

Limitation of liability

To the maximum extent permitted by law, the total aggregate liability of KomplyOS to the Customer arising out of or relating to these Terms or the Service is capped at the total fees the Customer actually paid to KomplyOS in the 12 months immediately preceding the event giving rise to the claim. In no event will KomplyOS be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages — including lost profits, lost revenue, lost data, business interruption, regulatory fines, or the cost of substitute services — even if KomplyOS has been advised of the possibility of those damages. These limits apply to all theories of liability, including contract, tort (including negligence), strict liability, and statute, and they apply even if a remedy fails of its essential purpose. The cap and exclusions do not apply to (a) the Customer's payment obligations, (b) either party's indemnification obligations under this Section 12, or (c) liabilities that cannot be limited under applicable law.

Term and termination

These Terms start when the Customer first accepts them and continue until the subscription ends. Either party may terminate for cause if the other commits a material breach and does not cure it within 30 days after written notice describing the breach. The Customer may terminate for convenience at any time; termination for convenience takes effect at the end of the then-current billing period, and the Customer remains responsible for fees through that date. KomplyOS may terminate or suspend the Service immediately if a Customer's payment remains overdue after reasonable retries, if continued use poses an imminent security or legal risk, or if required by law.

On termination, the Customer's right to use the Service stops. The export window in Section 5 (90 days post-termination), the limitations and exclusions of liability, the indemnification obligations, the confidentiality obligations, the feedback license, and any other provision that by its nature should survive will survive termination.

Governing law and venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties agree that the exclusive venue for any dispute arising out of or relating to these Terms or the Service is the state and federal courts located in New York County, New York, and they consent to the personal jurisdiction of those courts. There is no mandatory arbitration in these Terms and no class-action waiver; either party may take a dispute to court if good-faith negotiations between the legal contacts on both sides do not resolve it within a reasonable time.

Notices

Notices to KomplyOS must be sent to legal@komplyos.com, with a copy by mail to KomplyOS LLC, c/o Resident Agents Inc., 8 The Green, Suite B, Dover, DE 19901. Notices to the Customer will be sent to the email address on the Customer's account. It is the Customer's responsibility to keep that email address current — we may rely on the address on file for any notice we send under these Terms.

Miscellaneous

If a court finds any provision of these Terms unenforceable, the rest stays in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A failure to enforce a provision is not a waiver of the right to enforce it later, and any waiver must be in writing to count.

The Customer may not assign these Terms, in whole or in part, without KomplyOS's prior written consent. KomplyOS may assign these Terms to a successor in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets; we will let the Customer know if that happens.

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control — including natural disasters, acts of war or terrorism, civil unrest, government action, internet or utility outages, and labor disputes ("force majeure").

These Terms, together with the Privacy Policy and any order form that references them, are the entire agreement between KomplyOS and the Customer about the Service, and they supersede any prior or contemporaneous understandings on the subject.