Terms of Service
Welcome to Koda Site Solutions. By accessing or using our platform via kodasitesolutions.com, you agree to comply with our commercial terms of service. These terms govern your use of our coordination engine and matching protocols.
1. Platform Role
Koda Site Solutions operates as a specialized coordination company. We match customers requiring site services with qualified localized vendors. We are not a general contractor, nor do we directly execute the physical service, and we do not own deployment hardware. Our value lies in the coordination, vetting, and matching of two independent parties.
2. Acceptable Use
You agree to utilize our platform solely for legitimate business transactions. Fraudulent job postings, abusive behavior toward matched partners, or willful negligence will result in immediate termination of platform access. All users must maintain professional conduct throughout the coordination lifecycle.
3. Targeted Agreements
Because the Koda Platform facilitates B2B matching, users are governed strictly by the target-specific legal agreements based on their operating class. Please refer to your specific operating parameters:
Privacy Policy
Koda Site Solutions ("we," "us," or "our") respects your privacy. This Privacy Policy explains how we collect, use, disclose, and safeguard your information when you visit our website kodasitesolutions.com or utilize our coordination platform.
Information We Collect
We may collect information about you in a variety of ways. The information we may collect includes:
- Personal Data: Name, designated site contacts, email addresses, and telephone numbers.
- Commercial Data: Jobsite specifications, billing routing data, and corporate structure necessary for vendor matching.
- Financial Data: Data related to your payment method (e.g. valid credit card number, card brand, expiration date) securely passed directly to our PCI-compliant payment processors.
Use of Your Information
The primary reason we collect information is to effectively coordinate site services. We use the data to match you with appropriate vendors or clients based on geographic presence and capability. We also use this data to send automated billing triggers and job status updates via SMS and Email.
Disclosure of Your Information
To facilitate our core business model, your necessary contact and jobsite information is securely released to the opposing party (Customer to Vendor, or Vendor to Customer) ONLY when a bid has been officially accepted or a match has been assigned. We do not sell your personal or commercial data to third-party list brokers.
Customer Terms & Conditions
By engaging with Koda Site Solutions, the Customer agrees to the following coordination dynamics established in Master v7.4. These provisions protect the integrity of the Koda matching ecosystem and define the relationship between the Customer, Koda, and the referred Vendor.
Section C.2A - Mutual Commitment Clause
Customer acknowledges and agrees as follows:
- Coordination Partnership: By enrolling in the Koda platform and accepting a vendor assignment, Customer acknowledges that Koda is engaged as Customer's coordination partner for the services identified in Customer's account. Customer has engaged Koda specifically to source, vet, and coordinate qualified vendors for Customer's jobsite service needs.
- Koda-Referred Vendor Designation: Any vendor assigned to Customer through the Koda platform is a Koda-referred vendor for all purposes under this Agreement, including non-circumvention obligations. This designation applies regardless of any prior contact, relationship, or commercial discussions Customer may have had with that vendor or any of that vendor's employees, agents, or representatives through any other channel prior to the Koda introduction.
- Value of Koda Introduction: Customer acknowledges that Koda's introduction, coordination, and platform services represent independent value separate from any prior contact between Customer and the vendor. Customer shall not assert that a prior vendor contact negates or diminishes Koda's role as the party that facilitated the active engagement.
- Affirmative Obligation: Customer shall notify Koda in writing within five (5) business days if Customer becomes aware that a vendor assigned through Koda had previously contacted Customer or Customer's representatives through any other channel. This notification obligation exists so Koda can document the introduction and protect the integrity of the coordination relationship.
Section C.7A - Evergreen Agreement Mechanism
EVERGREEN AGREEMENT AND LIVING TERMS. Customer acknowledges and agrees as follows:
- Living Documents: Koda's Customer Terms and Conditions, Fee Schedule, and Privacy Policy are living documents maintained at kodasitesolutions.com. The Published Terms are incorporated by reference into this Agreement and form part of the binding agreement between the parties.
- Update Mechanism: Koda may update the Published Terms at any time by: (i) posting the updated terms at the applicable URL with a clear indication of the effective date and summary of material changes; and (ii) providing Customer with thirty (30) days advance written notice by email to the address on file. The updated terms take effect at the start of Customer's first billing cycle after the thirty (30) day notice period.
- Acceptance by Continued Use: Customer's continued use of the Koda platform, submission of any service request, or acceptance of any vendor assignment after the effective date of updated Published Terms constitutes Customer's unconditional acceptance of those updated terms. Customer is not required to sign any new document when Koda updates its Published Terms.
- Right to Terminate: If Customer does not wish to accept updated Published Terms, Customer may terminate this Agreement by providing written notice to [email protected] before the effective date of the updated terms. Termination under this sub-section does not waive any fees accrued prior to termination.
- Scope of Evergreen Mechanism: The evergreen mechanism applies to: fee schedule updates, new fee additions, service policy changes, operational procedure updates, and non-material clarifications to existing clauses. Material changes to the dispute resolution mechanism require affirmative re-acceptance.
Section C.11 - Non-Circumvention
NON-CIRCUMVENTION. Customer shall not directly solicit, engage, contract with, or transact business with any vendor introduced through the Koda platform, or any successor entity of such vendor, for a period of twenty-four (24) months following the date of Customer's last active engagement through the Koda platform, without Koda's prior written consent. This prohibition applies regardless of: (i) whether the Customer initiated the direct contact or the vendor did; (ii) whether the vendor was introduced to Customer through the Koda platform or through any other channel during the Koda engagement period; and (iii) whether the circumvention occurs during an active Koda engagement or after termination.
LIQUIDATED DAMAGES. The parties acknowledge that Koda's actual damages from a non-circumvention violation are difficult to calculate with precision. Accordingly, in the event of a violation, Customer agrees to pay Koda liquidated damages equal to the GREATER of: (i) $10,000 per occurrence; or (ii) the total coordination fees that would have been payable to Koda during the remaining projected term of the engagement that was circumvented, calculated based on the average monthly coordination fee paid during the prior three months.
KODA-REFERRED VENDOR DESIGNATION. For purposes of this non-circumvention clause, a Koda-referred vendor includes: any vendor assigned to Customer through the Koda platform; any vendor whose introduction to Customer was facilitated in whole or in part by Koda's coordination services; and any vendor with whom Customer's engagement was activated through Koda regardless of any prior contact between the parties.
Vendor Terms & Conditions
Vendors joining the Koda Network agree to uphold professional standards and respect the closed-loop matching mechanics of the ecosystem. These terms protect the referrals generated by the Koda coordination engine.
Section D.2A - Koda Introduction Acknowledgment
KODA INTRODUCTION ACKNOWLEDGMENT. Vendor acknowledges and agrees as follows:
- Operative Event: The assignment of a customer to Vendor through the Koda platform is the operative event that establishes the protected Koda-introduced relationship. This assignment - documented in the Koda Management Platform by the site opportunity creation and Vendor assignment record with its associated timestamp - constitutes the Koda introduction for all purposes under this Agreement.
- Prior Contact Is Irrelevant: The Koda-introduced designation applies regardless of any prior contact, solicitation, proposal, or commercial discussion that Vendor may have had with that customer through any other channel prior to the Koda assignment. The coordination service provided by Koda establishes a new, independent commercial engagement.
- Affirmative Disclosure Obligation: Vendor shall disclose to Koda in writing at the time of any job assignment if Vendor is aware that any of Vendor's employees, agents, or representatives had prior contact with the assigned customer. This disclosure obligation exists so Koda can document the introduction event. Failure to disclose prior contact is a material breach of this Agreement.
- Team-Wide Obligation: The non-circumvention obligation binds Vendor's entire organization - all employees, officers, agents, independent contractors, and affiliated entities. Vendor is responsible for ensuring that any employee complies with the non-circumvention obligations.
- Acknowledgment at Assignment: By accepting any job assignment through the Koda platform - whether by verbal confirmation, written confirmation, submission of a Site Activation Fee payment, or any conduct consistent with acceptance - Vendor explicitly acknowledges that the customer on that assignment is a Koda-introduced customer.
Section D.6A - Evergreen Agreement Mechanism
EVERGREEN AGREEMENT AND LIVING TERMS. Vendor acknowledges and agrees as follows:
- Living Documents: Koda's Vendor Terms and Conditions, Fee Schedule, Service Addendums, and Privacy Policy are living documents maintained on the Koda platform. The Published Vendor Terms are incorporated by reference into this Agreement.
- Update Mechanism: Koda may update the Published Vendor Terms at any time by: (i) posting the updated terms at the applicable URL; and (ii) providing Vendor with thirty (30) days advance written notice by email to the address on file and by SMS to the phone number on file.
- Acceptance by Continued Participation: Vendor's continued participation in the Koda Vendor Network after the effective date of updated Published Vendor Terms - including submitting Invoice Reports, accepting job assignments, or maintaining active status - constitutes Vendor's unconditional acceptance of those updated terms.
- Right to Terminate: If Vendor does not wish to accept updated Published Vendor Terms, Vendor may terminate this Agreement by providing written notice to [email protected] before the effective date of the updated terms.
Section D.12(b) - Non-Circumvention
NON-CIRCUMVENTION. For twenty-four (24) months after the termination or expiration of this Agreement (thirty-six (36) months for housing engagements), Vendor shall not, directly or indirectly: (i) solicit, accept, or perform any services for any Koda-introduced customer; (ii) enter into any contract or arrangement with any Koda-introduced customer for services that are the same as or substantially similar to those coordinated through Koda; or (iii) facilitate, encourage, or participate in any arrangement designed to circumvent Koda's coordination role.
LIQUIDATED DAMAGES. The parties acknowledge that Koda's actual damages from a non-circumvention violation are difficult to calculate precisely. Accordingly, in the event of a violation, Vendor agrees to pay Koda liquidated damages equal to the GREATER of: (i) $25,000 per occurrence; or (ii) twenty percent (20%) of the gross revenue Vendor earned directly from the Koda-introduced customer during the circumvention period.
INJUNCTIVE RELIEF. Vendor acknowledges that a breach of this non-circumvention clause would cause irreparable harm to Koda. Accordingly, Koda shall be entitled to seek injunctive relief without posting bond in any Texas court of competent jurisdiction.
Part G - Service Addendums
The following acknowledgment applies to all service-specific addendums (Workforce Housing, Fuel, Sanitation, Waste and Dumpster, Fencing, Jobsite Offices, etc.). These addendums define the specific fulfillment standards for each service category.
Vendor Acknowledgment
KODA INTRODUCTION ACKNOWLEDGMENT. By accepting any job assignment for any service through the Koda platform, Vendor explicitly acknowledges that: (i) the customer on that assignment is a Koda-introduced customer for all purposes under the Vendor Agreement; (ii) this designation applies regardless of any prior contact Vendor or Vendor's representatives may have had with that customer through any other channel; (iii) the Koda assignment is the operative event establishing the protected relationship; and (iv) all non-circumvention obligations in Section D.12(b) of the Vendor Agreement apply in full to that customer for the applicable restricted period following the end of the engagement.