Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “Organization,” “you,” or “your”) and East Holdings LLC, a New Mexico limited liability company doing business as D2DHQ (“D2DHQ,” “Company,” “we,” “us,” or “our”). By accessing or using the D2DHQ platform, including all related services, integrations, and APIs (collectively, the “Service”), you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

• “Account”means the Organization’s registered entity on D2DHQ, including all associated users, data, and configuration.
• “Authorized User”means any individual granted access to the Service under the Organization’s Account, including administrators and sales representatives.
• “Customer Data” means all data, files, content, and information uploaded, imported, or entered into the Service by or on behalf of the Organization, including deal records, representative profiles, rate card configurations, and generated statements.
• “Deal”means a unique sales transaction record imported via CSV that passes the Service’s validation and deduplication checks.
• “Representative” means any sales representative, independent contractor, or other individual whose commission data is processed through the Service.
• “Statement” means a commission payout summary generated by the Service for a Representative based on imported deal data, configured rate cards, and applicable deductions.

2. Account Registration

You must provide accurate, complete, and current information when creating an Account. You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account. You must promptly notify us of any unauthorized use. D2DHQ reserves the right to suspend or terminate Accounts that contain false or misleading information.

3. Service Description

D2DHQ provides a cloud-based platform for managing sales representative commissions. Core functionality includes: CSV deal data import and processing; automated commission calculation based on configurable rate cards; deduction management (including churn clawbacks, escrow holdbacks, housing fees, and pay cycle holdbacks); PDF statement generation and delivery; and optional third-party integrations including QuickBooks Online, Stripe, and email delivery services.

The Service is provided on an “as-available” basis. We may modify, update, or discontinue features with reasonable notice. D2DHQ will use commercially reasonable efforts to maintain Service availability; however, we do not guarantee uninterrupted access and shall not be liable for delays in commission calculations, statement generation, or email delivery caused by downtime, whether planned or unplanned. The Organization should maintain independent records and alternative processes for meeting payroll obligations to its Representatives.

4. Commission Calculation Disclaimer

The Service performs commission calculations based solely on (a) deal data imported by the Organization administrator and (b) rate card configurations set by the Organization administrator. D2DHQ does not independently verify the accuracy, completeness, or legitimacy of imported deal data. The Organization is solely responsible for ensuring that all deal records, rate cards, and commission structures comply with its agreements with its Representatives and with applicable law.

The Organization is solely responsible for reviewing and approving all Statements before distribution to Representatives. D2DHQ shall have no liability for overpayments, underpayments, or any financial discrepancies resulting from inaccurate or incomplete input data. D2DHQ is a calculation and reporting tool, not a guarantor of commission accuracy.

Organizations may modify rate card configurations at any time within the Service. D2DHQ has no obligation to notify affected Representatives of rate card changes. The Organization acknowledges its independent obligation to provide any contractually required notice to its Representatives before modifying commission rates.

5. No Employment or Agency Relationship

Nothing in this Agreement creates an employment, joint employment, co-employment, or agency relationship between D2DHQ and any Representative, independent contractor, or other individual whose commission data is processed through the Service. The Organization bears sole responsibility for the proper classification of its Representatives as employees or independent contractors under the Fair Labor Standards Act, IRS guidelines, and applicable state law.

If any governmental authority or court determines that a Representative is an employee rather than an independent contractor, the Organization shall be solely liable for all resulting obligations, including back wages, benefits, tax withholding, penalties, and interest. The Organization shall indemnify D2DHQ against any claim that D2DHQ’s provision of the Service contributed to or evidenced an employment relationship.

6. Clawbacks, Deductions, and Holdbacks

The Service allows Organizations to configure various deduction types including, but not limited to: (a) churn-based clawbacks for cancelled or disconnected customer accounts; (b) escrow holdback amounts; (c) housing or per-diem deductions; and (d) pay cycle holdback amounts.

The Organization represents and warrants that all deduction configurations comply with (i) its written agreements with its Representatives, (ii) applicable federal and state wage and hour laws, and (iii) applicable independent contractor statutes. D2DHQ provides the configuration mechanism only and does not evaluate the legality of any specific deduction.

D2DHQ does not independently verify that a customer cancellation, churn event, or disconnection has actually occurred. The Organization is solely responsible for the accuracy of churn data and for ensuring that clawback periods and amounts comply with its contractual obligations to Representatives.

7. Housing Deductions

Certain Organizations in the door-to-door sales industry provide housing to Representatives and deduct housing costs from commissions. The Organization represents that any housing deduction configured in the Service (a) is authorized by a written agreement with the Representative, (b) does not reduce the Representative’s effective compensation below applicable minimum wage thresholds, and (c) complies with applicable state housing deduction and wage payment laws.

8. No Custody of Funds

D2DHQ does not hold, custody, or manage any funds. Escrow holdback amounts, cycle holdbacks, and all commission payouts are calculated and reported by the Service but are held and disbursed solely by the Organization. D2DHQ is not a money services business, escrow agent, payroll service provider, professional employer organization (PEO), or fiduciary with respect to any amounts shown in the Service. The Service calculates and reports commission amounts but does not disburse, withhold, or remit any payments or taxes on behalf of the Organization or its Representatives.

9. Fees and Payment

Fees are assessed through a monthly subscription plan with an included deal allowance. Deal records processed above the plan allowance are assessed as overage charges. Subscription fees and overage charges are non-refundable, regardless of whether the underlying sale is subsequently cancelled, disputed, or clawed back.

The one-time setup fee is charged when you submit payment and authorizes D2DHQ to begin onboarding work immediately, including account configuration, rate-card review, import mapping, statement setup, integration support, and first-payday audit preparation. Because this work begins immediately and may incur labor, AI, vendor, and integration costs, the setup fee is earned when onboarding work begins, subject only to the setup-fee guarantee below and any non-waivable rights under applicable law.

By submitting payment, you authorize D2DHQ and its payment processor to store your payment method and charge the one-time setup fee and applicable tax immediately. The selected monthly subscription does not begin during onboarding. It begins only after D2DHQ marks platform setup complete and activates the Organization's access. At that time, you authorize D2DHQ to charge the first monthly subscription payment, applicable taxes, and overage fees of $1.50 per Deal processed above your included monthly allowance. You authorize subsequent recurring and usage-based charges to be made automatically unless and until the subscription is cancelled in accordance with these Terms.

D2DHQ employs reasonable deduplication measures during CSV import. However, the Organization is responsible for ensuring that imported files do not contain duplicate records. D2DHQ will provide a credit for demonstrably duplicate deals reported within fifteen (15) days of import, at D2DHQ’s sole discretion.

D2DHQ reserves the right to modify subscription fees, included-deal allowances, or overage fees upon thirty (30) days’ written notice. Continued use of the Service after the effective date of a fee change constitutes acceptance of the new fees.

Payment processing is provided by Stripe, Inc. and is subject to Stripe’s terms of service and privacy policy. D2DHQ does not store complete payment card information.

If you believe a charge is incorrect, unauthorized, duplicated, or otherwise should be refunded or credited, contact support@d2dhq.com before initiating a payment-card dispute where permitted by law. D2DHQ will review billing issues in good faith and issue refunds or credits where warranted. Initiating a card dispute does not cancel your subscription or waive any amounts validly owed. Nothing in these Terms limits any dispute or billing-error rights that cannot be waived under applicable law, payment-card network rules, or the Fair Credit Billing Act.

You agree that, if a payment-card dispute, chargeback, or retrieval request occurs, D2DHQ may provide relevant evidence to Stripe, payment-card networks, issuing banks, acquiring banks, and other payment intermediaries, including checkout acceptance records, invoices and receipts, account access and usage records, onboarding work logs, imported-file and statement-generation logs, support communications, IP address, device or browser metadata, payment-method metadata, and the version of these Terms accepted at checkout.

10. Tax and Reporting Disclaimer

The Service is not a tax preparation, tax advisory, or tax filing service. Commission calculations and Statements generated by the Service are for informational purposes and do not constitute tax documents. The Organization is solely responsible for (a) determining whether payments to Representatives constitute reportable compensation under IRS regulations, (b) issuing required tax forms (including Forms 1099-NEC), (c) ensuring the accuracy of tax-related data exported from the Service, and (d) all tax withholding and remittance obligations.

11. Third-Party Integrations

The Service may integrate with third-party platforms including but not limited to QuickBooks Online, Stripe, and email service providers. These integrations are governed by the respective third party’s terms of service and privacy policies. D2DHQ is not responsible for the availability, accuracy, or conduct of third-party services.

You authorize D2DHQ to transmit your Customer Data to connected third-party services as necessary to perform the requested integration functions. You are solely responsible for any actions taken within third-party platforms based on data exported from D2DHQ, including but not limited to bill payments, payroll disbursements, and financial transactions.

The Service’s integration with QuickBooks Online is provided as a convenience for exporting billing and commission data. D2DHQ does not guarantee that exported data will be complete, accurate, or suitable for any particular accounting, tax, or regulatory purpose. The Organization is responsible for reviewing and validating all exported data before relying on it for financial reporting or tax compliance.

12. Regulatory Compliance

The Organization is solely responsible for ensuring that its sales operations, representative agreements, and compensation structures comply with all applicable federal, state, and local laws and regulations, including without limitation:

• The FTC Cooling-Off Rule (16 CFR Part 429) and state equivalents providing customer cancellation rights
• State home solicitation sales acts and door-to-door sales statutes
• State door-to-door sales registration requirements
• State consumer protection and deceptive trade practices statutes
• Municipal solicitation permit and licensing requirements
• State wage payment, commission agreement, and payroll frequency laws

D2DHQ does not provide legal, tax, or compliance advice. The availability of features such as clawback configurations, escrow holdbacks, or cancellation tracking does not constitute a representation that any particular commission structure or deduction practice is lawful in any jurisdiction.

13. Anti-Fraud Representations

The Organization represents and warrants that it will not use the Service to (a) calculate commissions on fraudulent, unauthorized, or “slammed” sales; (b) implement deduction structures designed to deprive Representatives of earned compensation in violation of applicable law; or (c) generate Statements intended to misrepresent the amounts owed to Representatives.

14. Customer Data

You retain all ownership rights in your Customer Data. By using the Service, you grant D2DHQ a limited, non-exclusive license to use, process, and store your Customer Data solely for the purpose of providing the Service. We will not sell, share, or disclose your Customer Data to third parties except as necessary to provide the Service (e.g., email delivery, payment processing), as required by law, or with your explicit consent.

For purposes of applicable data protection law, the Organization is the data controller (or “business”) and D2DHQ is the data processor (or “service provider”) with respect to all personal information processed through the Service. D2DHQ processes personal information only on behalf of and under the instructions of the Organization.

Deal records imported into the Service may contain customer personal information including names, addresses, and contact information. The Organization represents and warrants that it has obtained all necessary consents or has a lawful basis for sharing such customer information with D2DHQ as a service provider. D2DHQ will not use customer personal information for any purpose other than providing the Service.

Organizations should import only the minimum personal information necessary for commission calculation. D2DHQ recommends against importing full Social Security numbers, financial account numbers, or other sensitive personal information through the CSV import feature unless required for the Organization’s legitimate business purposes.

If the Organization enables pitch recording or AI coaching, it is responsible for establishing a lawful recording policy, training its Representatives, and providing any notice or obtaining any consent required by applicable federal, state, and local law. Representatives must not use the Service to record a conversation when recording is prohibited or required consent has not been obtained. Authorized recordings may be transmitted to D2DHQ's service providers for transcription and coaching generation.

15. Data Breach Notification

D2DHQ will notify the Organization without undue delay and as required by applicable law after becoming aware of a security breach affecting the Organization’s data. The Organization is responsible for providing any required notifications to affected individuals and regulatory authorities.

16. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law
• Attempt to gain unauthorized access to any part of the Service, other accounts, or systems
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to transmit malicious code, spam, or any harmful content
• Resell, sublicense, or provide the Service to third parties without written consent

17. Intellectual Property

The Service, including all software, designs, documentation, and trademarks, is the exclusive property of East Holdings LLC and is protected by intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein. Feedback, suggestions, or ideas you provide regarding the Service may be used by D2DHQ without obligation or compensation.

18. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. D2DHQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. COMMISSION CALCULATIONS ARE BASED ON DATA AND RATE CARDS PROVIDED BY THE ORGANIZATION. D2DHQ IS NOT RESPONSIBLE FOR ERRORS RESULTING FROM INACCURATE OR INCOMPLETE INPUT DATA.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EAST HOLDINGS LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION: (A) LOST COMMISSIONS OR COMPENSATION CLAIMED BY REPRESENTATIVES; (B) PENALTIES OR FINES IMPOSED BY TAX OR REGULATORY AUTHORITIES; (C) DAMAGES ARISING FROM MISCALCULATED COMMISSIONS, INCORRECT DEDUCTIONS, OR ERRONEOUS STATEMENTS; (D) DAMAGES ARISING FROM CLAIMS BY REPRESENTATIVES AGAINST THE ORGANIZATION; OR (E) LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

D2DHQ’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY THE ORGANIZATION TO D2DHQ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

20. Indemnification

The Organization shall indemnify, defend, and hold harmless East Holdings LLC and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Disputes between the Organization and its Representatives regarding commissions, deductions, clawbacks, or payment timing
• Claims by Representatives regarding employment or independent contractor classification
• The Organization’s violation of applicable labor, wage, tax, or consumer protection laws
• The inaccuracy of data imported into the Service by the Organization
• The Organization’s use of housing deductions, escrow holdbacks, or other configured deductions in violation of applicable law
• Actions taken by the Organization in third-party platforms (including QuickBooks Online) based on data exported from the Service
• The Organization’s breach of its representations and warranties herein

21. Representative Disputes

Any disputes between an Organization and its Representatives regarding commission amounts, deductions, or payment timing are solely between those parties. D2DHQ will not adjudicate, mediate, or intervene in such disputes. D2DHQ may, upon lawful request, provide calculation audit logs to either party. D2DHQ maintains calculation audit logs for a minimum of three (3) years from the date of Statement generation.

22. Termination

Either party may terminate these Terms at any time with thirty (30) days’ written notice. D2DHQ may suspend or terminate your access immediately if you breach these Terms or engage in conduct that we determine, in our sole discretion, may harm the Service or other users.

Upon termination, your right to use the Service ceases immediately. You may request an export of your Customer Data within thirty (30) days of termination. After this period, D2DHQ will delete your data within ninety (90) days, except as required to comply with legal obligations or resolve disputes.

Sections 4, 5, 6, 7, 8, 9, 10, 14, 15, 17, 18, 19, 20, 21, 23, and 24 survive termination.

23. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New Mexico, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in New Mexico. You consent to personal jurisdiction in such courts. Before initiating litigation, the parties agree to attempt resolution through good-faith negotiation for a period of thirty (30) days.

24. General Provisions

• Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and D2DHQ regarding the Service.
• Amendments. We may update these Terms at any time by posting the revised version at this URL. Material changes will be communicated via email or in-app notification at least thirty (30) days before taking effect. Continued use after the effective date constitutes acceptance.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Waiver. Failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. D2DHQ may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet outages, or third-party service failures.

25. SMS Messaging Program (D2DHQ Follow-Up)

Program name: D2DHQ Follow-Up.

Program description:When a sales representative using the D2DHQ platform speaks with a homeowner in person at the homeowner’s door, the homeowner may opt in to receive a short follow-up SMS conversation from that same representative. Each follow-up message identifies the representative by name and the merchant organization the rep represents, and is sent under the D2DHQ brand (the registered SMS provider).

Consent (digital double opt-in):Phone numbers are recorded only after a two-step opt-in. (1) The homeowner types their own mobile number into the D2DHQ Knocker iOS app and taps an explicit consent button next to the displayed consent text on the rep’s device. (2) D2DHQ then sends a verification SMS that the homeowner must reply YES to before any follow-up campaign messages are sent. By opting in the homeowner confirms they are at least 18 years of age and are the owner or authorized user of the mobile number provided.

Message frequency:Up to four (4) SMS messages per follow-up sequence, sent over approximately 0–72 hours after the in-person conversation. The homeowner will not receive additional automated messages after the sequence completes unless a representative re-establishes contact in person.

Message and data rates may apply.Standard message and data rates from the recipient’s mobile carrier may apply to each message sent or received. Mobile carriers are not liable for delayed or undelivered messages.

Opt-out instructions: Recipients may opt out at any time by replying STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT to any message from the program. Opt-out requests are processed immediately and no further automated messages will be sent to the opted-out number across any merchant organization that uses the D2DHQ platform.

Help instructions: Reply HELP to any message for support contact information, or contact us directly at support@d2dhq.com.

Privacy: Mobile phone numbers, mobile opt-in data, and SMS consent records collected through the D2DHQ Follow-Up program are not sold, rented, leased, or shared with third parties for their own marketing, advertising, or list-building purposes. See the D2DHQ Privacy Policy for full details.

26. Contact

For questions about these Terms, contact us at: