Subscription and End User Agreement

Effective date: September 17, 2026  |  Version 1.0

By checking the acceptance box, selecting “Accept and Continue,” creating or using an account, or otherwise accessing the Services after being presented with this Agreement, you agree to be bound by it and by the Privacy Policy. If you accept for a company or other organization, you represent that you are at least 18 years old and have authority to bind it. If you do not agree, do not access or use the Services.

1. Services

Deep Root provides subscription-based web and mobile software for landscaping and field-service businesses. Depending on the Customer’s plan, configuration, location, and third-party availability, the Services may include:

• Customer, lead, property, employee, crew, service, and job management.
• Scheduling, dispatch, route planning, maps, directions, and service-status workflows.
• Time logs, GPS-assisted clock-in features, payroll worksheets, calculations, exports, and reports.
• Estimates, proposals, invoices, deposits, payment plans, payment-status records, and customer communications.
• Notes, photographs, documents, attachments, service histories, approvals, and completion records.
• AI-assisted photo analysis and draft estimates, invoices, descriptions, measurements, scopes, and recommendations.
• Chemical, pesticide, fertilizer, and spraying records and reports.
• Reporting, imports, exports, integrations, notifications, and other administrative tools.

Features may be added, modified, limited, or discontinued. Material reductions to paid functionality will be communicated when reasonably practicable. Some features require compatible devices, internet access, permissions, or separate third-party accounts and terms.

2. Accounts and Authorized Users

Customer must provide accurate registration information, keep it current, designate authorized users, assign appropriate roles, protect credentials, and promptly disable access for individuals who are no longer authorized. Customer is responsible for activity under its accounts except to the extent caused by Deep Root’s breach of this Agreement. Customer must promptly notify Deep Root of suspected unauthorized access or a security incident involving the Services.

3. Customer Data and Responsibility

As between the parties, Customer retains ownership of information, records, photographs, documents, and other content submitted to the Services (“Customer Data”). Customer grants Deep Root a limited, nonexclusive license to host, copy, transmit, display, format, back up, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, and improve the Services; comply with law; and enforce this Agreement.

Customer represents and warrants that it has all rights, notices, permissions, and lawful bases necessary to:

• Collect and submit customer, employee, applicant, property, financial, location, and other information.
• Photograph properties, people, equipment, or work and upload those photographs.
• Allow Deep Root and its providers to process Customer Data as described in this Agreement and the Privacy Policy.
• Send emails, invoices, estimates, reminders, and other communications configured by Customer.
• Use employee timekeeping, device-location, route, and attendance features under applicable employment and privacy laws.

Customer is responsible for the accuracy, legality, quality, and retention of Customer Data and for maintaining independent copies of records it is legally required to retain. Customer must not upload unnecessary Social Security numbers, complete payment-card details, online-banking credentials, health information, or other highly sensitive data into notes, photographs, or general-purpose fields.

4. Photographs, Documents, and Media

Customer controls which authorized users may upload or access photographs and other media. Deep Root may resize, compress, scan, store, display, and, when an AI feature is selected, transmit relevant media to an AI service provider for analysis. Deep Root does not obtain a license to use Customer photographs in public advertising or marketing without separate permission. Customer should avoid capturing bystanders, license plates, personal documents, financial information, or other unrelated sensitive content.

5. Artificial Intelligence Features

Images and submitted information may not reveal dimensions, grades, boundaries, utilities, underground or hidden conditions, drainage, hazards, code requirements, material quantities, labor requirements, access limitations, or other facts necessary for an accurate estimate or invoice. AI output is not a site inspection, survey, engineering opinion, architectural service, legal opinion, tax opinion, safety determination, or guarantee.

Customer must have a qualified person verify the property conditions, measurements, scope, pricing, taxes, materials, labor, disclosures, and contract language before relying on or sending AI-assisted content. Customer is solely responsible for estimates, invoices, contracts, and representations it provides to its customers. Deep Root does not guarantee acceptance, payment, profitability, accuracy, or regulatory compliance of AI output. AI features may not be used for unlawful discrimination, deceptive practices, or automated employment decisions.

6. Payroll Worksheets and Employment Matters

Customer is solely responsible for reviewing and approving hours, pay rates, overtime, classifications, deductions, reimbursements, garnishments, leave, taxes, unemployment and disability contributions, withholding settings, and all other payroll information. Customer is responsible for wage payments, filings, deposits, notices, recordkeeping, worker classification, employment-law compliance, and obtaining professional advice. Calculations depend on the information and settings supplied by Customer and may contain errors. Customer must independently verify all payroll information before relying on it.

7. Estimates, Invoices, and Customer Payments

Deep Root supplies tools that Customer may use to prepare and send estimates, proposals, invoices, payment schedules, and reminders. Customer—not Deep Root—is the provider of landscaping or other services and is solely responsible for scope, prices, taxes, deposits, refunds, warranties, contracts, disclosures, disputes, and compliance with laws governing its transactions. Deep Root does not guarantee that an estimate will be accepted or an invoice paid.

Payment processing may be provided by Stripe or another disclosed processor. Processor terms, verification requirements, prohibited-business rules, fees, reserves, payout schedules, disputes, chargebacks, and privacy practices also apply. Customer authorizes Deep Root to exchange transaction and account-status information with the processor as necessary to provide payment features. Unless expressly stated otherwise, Deep Root does not receive or store complete payment-card numbers or online-banking credentials. Customer must not enter such information into ordinary Deep Root fields.

8. Bank and Financial Information

If Customer elects to connect a bank account or use payment features, bank-account details may be collected directly by Stripe or another disclosed financial technology provider. Deep Root may receive tokens, account-holder details, institution name, limited account digits, connection status, balances or transaction details when necessary for the selected feature and authorized by Customer. Deep Root will use such information to operate the requested feature, prevent fraud, reconcile transactions, provide support, and meet legal obligations.

Any authorization to initiate ACH entries or payroll payments must be presented separately at the time that service is activated. This Agreement alone does not authorize Deep Root to debit or credit a bank account or pay employees.

9. Chemical and Regulatory Recordkeeping

Chemical, pesticide, fertilizer, and spraying tools assist with recordkeeping and reporting but do not replace product labels, licensing obligations, professional judgment, or federal, state, and local requirements. Customer and its licensed applicators are responsible for product selection, application rates, label compliance, licenses, weather and site conditions, notices, restricted-entry requirements, record accuracy, filing, and retention. Deep Root does not warrant that a form or report satisfies every jurisdiction or use case.

10. Privacy, Security, and Service Providers

Deep Root processes personal information as described in the Privacy Policy. Deep Root uses reasonable administrative, technical, and organizational safeguards designed to protect information, but no internet service can guarantee absolute security. Deep Root may use providers for hosting, databases, email, maps, application distribution, analytics, customer support, payment processing, and AI processing. Their services may be subject to separate terms and privacy practices.

11. Acceptable Use

Customer and its users may not:

• Use the Services unlawfully, fraudulently, deceptively, or to violate another person’s rights.
• Falsify time, payroll, chemical, service, estimate, invoice, payment, or compliance records.
• Upload malware or attempt to disrupt, bypass, probe, scrape, or gain unauthorized access to the Services.
• Reverse engineer, copy, sublicense, resell, or commercially exploit the Services except as expressly permitted.
• Use the Services to transmit unsolicited communications or content Customer lacks authority to process.
• Share credentials or permit access by unauthorized persons.

12. Subscription, Billing, Cancellation, and Refunds

Subscription fees, billing frequency, included features, and usage limits are shown at purchase or in an order form. Subscriptions renew automatically for successive periods unless canceled before the next renewal date. Customer authorizes recurring charges to the payment method on file for fees and applicable taxes.

Customer may cancel at any time. Unless an order form states otherwise, cancellation stops future renewal and becomes effective on the requested cancellation date. Deep Root will provide a prorated refund of prepaid subscription fees for the unused portion of the then-current billing period, calculated from the effective cancellation date. Usage-based charges, third-party fees, payment-processing fees, completed services, and amounts already owed are not refundable. Refunds are returned to the original payment method when practicable and remain subject to processor timing.

Deep Root may suspend access for nonpayment, security risk, unlawful activity, material breach, or conduct threatening the Services or others. When reasonably possible, Deep Root will provide notice and an opportunity to cure.

13. Data Export and Account Closure

Customer should export records it needs before cancellation. Deep Root may provide a reasonable post-cancellation period for requesting an available export, subject to account status, technical feasibility, legal retention duties, backup cycles, and security requirements. After that period, Deep Root may delete or de-identify Customer Data except where retention is legally required or reasonably necessary for disputes, fraud prevention, security, accounting, or enforcement. Deleted data may persist temporarily in protected backups.

14. Intellectual Property and Feedback

Deep Root and its licensors retain all rights in the Services, software, designs, workflows, documentation, trademarks, and technology, excluding Customer Data. During a paid subscription, Deep Root grants Customer a limited, revocable, nonexclusive, nontransferable right to use the Services internally in accordance with this Agreement. If Customer provides suggestions or feedback, Deep Root may use them without restriction or compensation, provided it does not publicly identify Customer without permission.

15. Service Availability and Changes

Deep Root will use commercially reasonable efforts to operate the Services but does not guarantee uninterrupted, error-free, or loss-free availability. Outages may result from maintenance, internet or hosting failures, third-party services, maps, email delivery, app stores, AI providers, processors, devices, emergencies, or events beyond reasonable control. Customer is responsible for appropriate business-continuity procedures and independent copies of critical records.

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DEEP ROOT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DEEP ROOT DOES NOT WARRANT THAT THE SERVICES, DATA, CALCULATIONS, DIRECTIONS, REPORTS, AI OUTPUT, ESTIMATES, INVOICES, PAYROLL WORKSHEETS, OR COMPLIANCE TOOLS WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, SECURE, OR SUITABLE FOR CUSTOMER’S PARTICULAR PURPOSE. NOTHING IN THIS AGREEMENT EXCLUDES A WARRANTY THAT CANNOT LAWFULLY BE EXCLUDED.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. DEEP ROOT’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES CUSTOMER PAID TO DEEP ROOT DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

18. Indemnification

Customer will defend, indemnify, and hold harmless Deep Root and its partners, personnel, and service providers from third-party claims, damages, penalties, liabilities, and reasonable costs arising from Customer Data; Customer’s landscaping or other services; Customer’s estimates, invoices, payroll, employment practices, payments, chemical applications, communications, or contracts; Customer’s violation of law or third-party rights; or Customer’s material breach of this Agreement. Deep Root will promptly notify Customer and allow Customer to control the defense, subject to Deep Root’s right to participate. Customer may not settle a claim in a manner admitting fault by or imposing obligations on Deep Root without Deep Root’s written consent.

19. Term and Termination

This Agreement begins when accepted and continues while Customer has an account or uses the Services. Either party may terminate for material breach not cured within thirty days after written notice, or sooner if cure is impossible, law requires termination, or continued service creates a material security or legal risk. Provisions that by their nature should survive—including payment obligations, ownership, disclaimers, liability limitations, indemnification, disputes, and record retention—will survive termination.

20. Changes to this Agreement

Deep Root may update this Agreement to reflect service, legal, security, or business changes. Deep Root will post the revised version and effective date and will provide reasonable notice of material changes. When required, Customer will be asked to affirmatively accept a new version before continued use. Changes will not retroactively alter an existing dispute unless the parties agree in writing.

21. Electronic Records and Acceptance

Customer consents to electronic records, notices, signatures, and contracting. Customer may print or download this Agreement and may request a copy by email. Deep Root may maintain an acceptance record containing the agreement version, Customer and user identifiers, accepting person’s name, title and email, acceptance time, IP address, device/browser information, and the acceptance language presented. Electronic acceptance has the same intended effect as a handwritten signature. Customer must keep its contact email current.

22. Notices

Routine operational notices may be provided through the Services or by email. Legal notices to Deep Root must be sent to the address below and copied to the legal-notice recipient. Notices to Customer may be sent to the account owner’s email or business address on file and are effective when sent, unless applicable law requires otherwise.

23. Governing Law and Courts

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state courts located in Cape May County, New Jersey, and the United States District Court having jurisdiction over Cape May County, New Jersey. Before filing a lawsuit, a party must give written notice describing the dispute and allow thirty days for good-faith informal resolution, except when urgent injunctive relief is reasonably necessary. EACH PARTY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

24. General Terms

This Agreement, the Privacy Policy, an applicable order form, and any feature-specific terms form the entire agreement concerning the Services and supersede prior discussions on that subject. If an order form conflicts with this Agreement, the order form controls only for that order. Customer may not assign this Agreement without Deep Root’s written consent, except in connection with a merger or sale of substantially all assets if the successor assumes the Agreement. Deep Root may assign this Agreement as part of a reorganization, financing, merger, acquisition, or asset transfer. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will continue. Headings are for convenience only. The parties are independent contractors; this Agreement creates no partnership, franchise, fiduciary, agency, or employment relationship.

25. Acceptance Statement