Homeland Development Services LLC
Homeland Development Services LLC
Software-as-a-Service, Cloud Services Agreement
Effective Date: January 15, 2026
Version: 2.0
This End-User License Agreement ("Agreement") is a binding contract between you ("Customer," "you," or "your") and Homeland Development Services LLC, an Oklahoma limited liability company ("HDS," "Provider," "we," "our," or "us"), governing your access to and use of the HDS Service Dashboard platform and related services (collectively, the "Services").
By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree to these terms, do not access or use the Services.
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"Affiliates" means, with respect to a Party, any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Party, where "control" means at least a 50% ownership interest in such entity or the power to direct the management of such entity, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement Term" means the period from the Agreement Start Date until access to the Services is terminated in accordance with the terms herein.
"Authorized Purpose" means using the Services to manage facilities maintenance operations, track work orders, coordinate vendors, monitor budgets, analyze service-level performance, and generate internal reports for your organization's maintenance management needs. This excludes any use for commercial resale or distribution to third parties.
"Authorized Users" means employees, contractors, consultants, and agents of Customer (or its Affiliates) who are authorized by Customer to access and use the Services under the rights granted pursuant to this Agreement.
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
"Customer Content" means all data, materials, or content uploaded by the Customer or its Authorized Users in connection with the Services, including but not limited to structured or unstructured data such as personal data, work orders, financial metrics, or operational data. For the avoidance of doubt, this does not include usage data or audit logs, which the Provider may monitor independently for internal purposes including improving the Services, ensuring accurate billing, and providing support.
"Documentation" means the user guides, manuals, technical specifications, and other materials provided by HDS, in any form or medium, that describe the functionality, use, or operation of the Services.
"Fees" means all amounts payable for the Services as specified in the applicable order form or subscription agreement.
"Services" means the cloud-based software-as-a-service solutions provided by HDS, including the service dashboard, work-order management system, vendor portal, budget tracking, SLA monitoring, and related features hosted at hdsok.com and dysync.com. Services exclude any third-party applications, integrations, or services that may interact with or be accessible through HDS's software unless expressly included in the Agreement.
"Subscription Term" means the period during which Customer has paid access to the Services as specified in the applicable order form or subscription agreement.
"Support Services" means technical assistance, maintenance, and updates provided by HDS to ensure the effective use and operation of the Services, including issue resolution, delivery of patches and upgrades, access to Documentation, and support through designated communication channels, subject to the scope and limitations outlined in this Agreement or any applicable Service Level Agreement.
"Tenant" means a distinct organizational unit (such as a district or customer account) within the Services, with data logically separated from other Tenants through row-level security.
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This Agreement is comprised of the following documents, listed in order of precedence:
1. The order form or subscription agreement specifying the services and key terms (of which there may be multiple);
2. Any supplemental documents referred to herein, including any addendum, Service Level Agreement, Data Processing Addendum, or statement of work; and
3. These standard terms.
In case of conflict or inconsistency between various terms contained in the different documents, the terms contained in a higher-listed document shall take precedence.
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During the Agreement Term, HDS shall provide the Services to the Customer in accordance with the terms of this Agreement and applicable Documentation.
The Services operate on a multi-tenant architecture where each Customer (Tenant) has logically isolated data. Data segregation is enforced through Supabase row-level security policies. Your data is accessible only to your Authorized Users and HDS support personnel with appropriate access rights.
HDS provides a software platform for facilities maintenance management. HDS dispatches licensed third-party vendors to perform maintenance work; HDS does not perform the physical maintenance services itself. The Services enable you to:
HDS provides Support Services as defined herein. Response times and support scope are subject to your subscription tier and any applicable Service Level Agreement.
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Customer agrees to:
Customer shall not, and shall ensure that Authorized Users do not:
Customer shall not (and shall procure that Authorized Users shall not):
Customer may extend the use of the Services to its Affiliates, provided that such Affiliates comply with the terms of this Agreement. Customer is responsible for all actions or omissions of its Affiliates as if they were its own.
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Customer Content will remain the property of the Customer. Customer is responsible for:
Customer grants HDS the right to:
HDS will ensure that any anonymization is performed using industry-standard techniques to render the data irreversibly non-identifiable. Anonymized data will not be subject to any controller-processor relationship and HDS may use such data in compliance with applicable laws.
HDS shall maintain appropriate administrative, physical, technical, and organizational safeguards to protect the security, confidentiality, and integrity of Customer Content, as further outlined in any applicable Data Processing Addendum or related Documentation. HDS agrees to notify Customer of any security breaches that adversely impact Customer Content within 72 hours of becoming aware of such security breach.
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The Services may integrate with third-party applications and services, including but not limited to:
Access to third-party integrations is subject to the terms and conditions of those third-party providers. Third-party services are not part of the Services unless expressly included in your order form. HDS is not responsible for the availability, accuracy, or performance of third-party services. Customer is responsible for reviewing and complying with third-party terms of service and privacy policies.
When you connect your Tenant to QuickBooks Online, you authorize HDS to access your accounting data (including vendor bills, invoices, and payment information) via the QuickBooks API for the purpose of synchronizing financial data with the Services. This integration is governed by Intuit's terms of service in addition to this Agreement.
HDS may transmit Customer Content to third-party applications and services configured by Customer to integrate with the Services, provided such integrations are set forth in the Agreement or configured by Customer.
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HDS or its third-party licensors own all intellectual property rights in and to the Services and Documentation, including any modifications or derivatives. Nothing in this Agreement transfers any ownership rights to Customer. All rights not expressly granted are reserved by HDS.
Customer acknowledges that any intellectual property rights related to the Services or Documentation that arise from Customer's, its Affiliates', or Authorized Users' requests, suggestions, or ideas ("Feedback") will vest in HDS. Customer grants HDS a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into its products or services in any manner HDS deems appropriate. If the Feedback includes Customer's Confidential Information, HDS does not own that information and will handle it in accordance with Section 12 (Confidentiality).
Neither party may use the other party's name, logo, or trademarks without prior written consent, except that HDS may identify Customer as a user of the Services in promotional materials, following any provided brand guidelines. Customer may request removal of such references at any time.
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Customer agrees to pay all Fees specified in the applicable order form or subscription agreement. Fees are quoted in U.S. dollars unless otherwise specified.
Invoices are issued according to the billing frequency specified in your subscription (monthly in arrears unless otherwise specified).
Payment is due within 30 days of receipt of a valid invoice unless otherwise agreed.
All fees are non-cancellable and non-refundable, except in the event of early termination by Customer due to a material breach by HDS. In such cases, HDS will refund any prepaid fees for services not yet delivered as of the termination date.
In the absence of disputes or amounts mandatorily withheld by law, all payments must be settled in full. To dispute an invoice, Customer must notify HDS in writing within 30 days, providing a clear explanation of the dispute. HDS agrees to review and consider the dispute in good faith. Any undisputed portion of the invoice must still be paid by the due date.
Fees are exclusive of applicable taxes, levies, duties, or similar governmental charges (VAT, sales tax, use tax, etc.), which shall be paid by Customer at the rate and manner prescribed by law. If HDS is legally required to collect taxes, these will be itemized on the invoice.
Overdue amounts accrue interest at the maximum rate permitted by law, calculated from the due date until payment is made in full. HDS may suspend access to the Services for accounts more than 15 days past due.
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HDS warrants that:
Each Party warrants that it will comply with all applicable laws in performing its obligations under this Agreement and represents that it:
For the avoidance of doubt, HDS makes no warranty that Customer's use of the Services will comply with Customer's legal obligations, which Customer is solely responsible for determining.
HDS's warranties shall not apply if any loss or damage arises from:
If Customer notifies HDS in writing of a breach of warranties, HDS will, within 30 days of notification, at its discretion (acting reasonably) and expense:
These remedies are Customer's sole and exclusive remedies for breach of warranties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HDS DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES, SUPPORT, AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HDS MAKES NO WARRANTY THAT THE SERVICES, DOCUMENTATION, OR RESULTS OF USE WILL: (A) MEET CUSTOMER'S OR ANY THIRD PARTY'S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION; (C) ACHIEVE ANY INTENDED RESULT; (D) BE ERROR-FREE; OR (E) BE COMPATIBLE WITH CUSTOMER COMPONENTS.
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Each Party's total aggregate liability arising under or in connection with this Agreement shall not exceed Fees paid or payable by Customer in the 12-month period immediately preceding the first event giving rise to a claim ("Liability Cap").
Neither Party will be liable for:
The limitations and exclusions of liability do not apply to:
The limitations and exclusions in this Section shall apply regardless of the legal basis of the claim, including contract, tort (including negligence), statute, strict liability, or any other legal theory.
The limitations in this Section reflect the allocation of risk between the Parties and are an essential basis of the bargain. The Parties would not have entered into this Agreement without these limitations.
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Subject to the exclusions from the Liability Cap, HDS agrees to defend any suit or action brought against Customer for any third-party claim that the Services directly infringe such third party's patent, copyright, or trademark, or misappropriate such third party's trade secret ("Infringement Claim").
HDS shall have no liability or obligations under this Section for any Infringement Claim to the extent that it results from:
In the event of an Infringement Claim or HDS's reasonable belief that an Infringement Claim may arise, HDS, at its option and expense, may:
Subject to the exclusions from the Liability Cap, Customer agrees to defend any suit or action brought against HDS for any third-party claim that Customer Content directly infringes such third party's patent, copyright, or trademark, or misappropriates such third party's trade secret, or violates applicable law.
The indemnifying Party shall not settle any claim in a manner that materially prejudices the indemnified Party without prior written consent. Each Party agrees to indemnify the other from any resulting costs and damages finally awarded by a court of competent jurisdiction, provided that:
This Section 11 sets out the Parties' sole and exclusive remedies and their entire liability with respect to claims subject to indemnification under this Agreement.
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Each Party may share Confidential Information with the other in connection with this Agreement. Confidential Information does not include publicly available information obtained without breach of this Agreement or any information that:
The receiving Party agrees to:
The receiving Party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing Party (if permitted) and cooperates to minimize the disclosure.
Upon termination of this Agreement, the receiving Party will, upon written request, destroy or return Confidential Information, except as required for legal or regulatory purposes or archival practices.
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This Agreement commences on the Agreement Start Date and remains in effect until access to the Services is terminated in accordance with its terms (Agreement Term). Unless otherwise specified, the initial term begins on the Agreement Start Date and lasts for 12 months. Thereafter, the subscription will automatically renew for successive 12-month terms unless either Party provides written notice of non-renewal at least 60 days prior to the expiration of the current term.
Either Party may terminate this Agreement immediately by giving written notice to the other Party if:
HDS may suspend or limit Customer's use of the Services under the following circumstances:
HDS will notify Customer in writing (where permitted by law) and may modify, suspend, or deactivate the Services to address the issue. HDS will take reasonable steps to minimize duration of any suspension and restore access promptly once the issue is resolved.
Upon termination:
The following Sections survive termination or expiration of this Agreement: Fees, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.
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Formal notices under this Agreement must be in writing and sent to the email or postal addresses specified in the order form or as may be updated by a Party to the other in writing.
Only Parties to this Agreement have the right to enforce any of its terms.
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party unless expressly agreed in writing.
Any amendments to this Agreement must be agreed in writing. HDS may update these standard terms from time to time by posting a revised version on its website. Material changes will be communicated to Customer via email or through the Services. Continued use of the Services after such changes constitutes acceptance.
Neither Party may assign this Agreement without prior written consent of the other Party, except (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any assignment in violation of this Section will be null and void.
If a Party fails to enforce a right under this Agreement, that will not be deemed a waiver of that right at any time.
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, disregarding its conflict of laws and jurisdiction provisions.
In the event of any dispute arising out of or in connection with this Agreement, either Party shall invite the other Party to commence negotiations to resolve the dispute in good faith. Any invitation to negotiate shall be issued in writing.
If the Parties do not reach a settlement within 14 calendar days of one Party having invited the other in writing to negotiate, the dispute shall be exclusively and finally resolved by litigation in the state or federal courts located in Oklahoma County, Oklahoma. Each Party consents to the exclusive jurisdiction and venue of such courts. Notwithstanding anything to the contrary, either Party may seek equitable relief, including injunctions, in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
Neither Party will be considered in breach of this Agreement if a delay in meeting their obligations is caused by something beyond their reasonable control, including but not limited to strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms. The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.
This Agreement, including any order forms, supplemental documents, and the Privacy Policy (available at https://www.hdsok.com/legal/privacy), constitutes the entire agreement between the Parties and replaces any pre-contractual agreements, warranties, conditions, duties, and obligations agreed during negotiations.
If any provision in this Agreement is determined to be unenforceable, invalid, frustrated, or otherwise beyond the scope permitted by law, the remainder of the Agreement shall remain operative.
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The following supplemental documents may be incorporated into this Agreement:
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For questions about this Agreement, please contact:
Homeland Development Services LLC
Email: legal@hdsok.com
Website: https://www.hdsok.com
Phone: (405) 555-0123
Address: Oklahoma City, Oklahoma
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By using the Services, you acknowledge that you have read, understood, and agree to be bound by this End-User License Agreement.
© 2026 Homeland Development Services LLC. All rights reserved.