Terms of Service.

These Terms of Service (the “Terms”) govern your access to and use of the TradelyHQ software-as-a-service application, websites, mobile and web apps, native iOS and Android applications, APIs, and related services (together, the “Service”). The Service is provided by TradelyHQ Inc., a Delaware corporation (“TradelyHQ,” “we,” “us,” or “our”). “TradelyHQ” is also used in these Terms as the name of our product and brand. “You,” “your,” and “Customer” mean the business that registers for or uses the Service and each of its authorized users.

1. Acceptance & eligibility

By creating an account, clicking “I agree” (or similar), or accessing or using the Service, you accept these Terms and our Privacy Policy and, where applicable, our Data Processing Addendum, each of which is incorporated by reference. If you do not agree, do not use the Service.

The Service is a business-to-business tool intended only for commercial use by businesses. It is not intended for consumers, for personal, family, or household use, or for residential consumers, and it is not directed to anyone under 18 years of age. You represent and warrant that: (a) you are at least 18 years old; (b) you are using the Service on behalf of a business; (c) you have full legal authority to bind that business to these Terms; and (d) the business and its users will comply with these Terms. If you are entering into these Terms on behalf of a company or other entity, “you” refers to that entity, and you represent that you are authorized to bind it.

The Service is operated from the United States. If you access it from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

2. The Service; changes to the Service

The Service helps commercial maintenance contractors manage work orders, dispatch, technicians, quotes, invoices, tax calculations, photos, completion signatures, client communications, integrations, and related operations. It also lets property and facility businesses create Client Portal company accounts, manage Sites, connect with one or more contractors, and optionally maintain Client-owned Equipment & Maintenance records. We may add, change, suspend, limit, or discontinue any part of the Service, including any feature, integration, or supported configuration, at any time, with or without notice. We may also set or change technical and usage limits. We are not obligated to maintain, support, or continue any particular feature, integration, or configuration, and any notice we choose to give about changes is governed by Section 27 (Changes to these Terms) and does not create a separate obligation.

3. Accounts & security

You must provide accurate, current, and complete account information and keep it up to date. You are responsible for: (a) configuring user roles and permissions; (b) all activity that occurs under your account and your users’ credentials; and (c) keeping credentials confidential. You will notify us promptly at support@tradelyhq.com of any unauthorized access or suspected security incident. We are not liable for any loss arising from unauthorized use of your account that results from your failure to safeguard credentials or to configure access correctly. We may require multi-factor authentication or other security measures.

4. Customer responsibilities & acceptable use

You are responsible for your use of the Service and for your users’ conduct. You agree not to, and not to permit anyone to:

• use the Service in violation of any law, regulation, or third party’s rights;
• upload or transmit unlawful, infringing, defamatory, or malicious content, or any malware;
• access or use the Service to build a competing product, or copy, frame, mirror, reverse engineer, decompile, disassemble, or attempt to derive source code or underlying ideas, except to the limited extent applicable law expressly permits notwithstanding this restriction;
• probe, scan, or test the vulnerability of the Service, or conduct any penetration, load, or security test, without our prior written permission, or breach or circumvent any security, authentication, rate-limiting, or usage-metering measure;
• interfere with or disrupt the integrity or performance of the Service, or impose an unreasonable or disproportionately large load (including via scraping, crawling, bots, or automated bulk access not through documented APIs);
• resell, sublicense, rent, lease, time-share, or provide the Service to third parties as a service bureau, except for your authorized users and your own clients’ and subcontractors’ access to features we expressly provide for that purpose;
• share, exceed, or circumvent the technician limits of your subscription package or other usage entitlements, or access the Service using credentials shared beyond your authorized users;
• use the Service to store or process data subject to heightened regulatory regimes we do not support (for example, protected health information under HIPAA, cardholder data outside Stripe’s processing, or government, defense, or export-controlled data subject to FedRAMP, ITAR, or EAR), or for any purpose outside the commercial maintenance use cases the Service is designed for;
• misrepresent your identity or authority, or remove or obscure any proprietary notices.

You are responsible for obtaining and maintaining the hardware, software, mobile devices, and connectivity needed to use the Service. We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates these Terms or creates risk for us or others (see Section 19).

5. Your representations & required consents

You represent, warrant, and covenant, on a continuing basis, that:

• you have all rights, permissions, consents, and lawful bases necessary for all data you and your users upload to, generate in, or process through the Service, including personal information about your clients, your clients’ personnel, your employees, and your technicians;
• you are solely responsible for the legality of that data and of your collection and use of it, and for providing all required notices and obtaining all required consents from the individuals it concerns;
• where the Service captures or stores location or GPS data, timestamps, or movement of your technicians, you have provided all notices and obtained all consents required by law and by any agreement with those technicians for that tracking;
• where the Service is used to capture photographs of premises, equipment, or persons, you have obtained all consents and permissions required to take, store, and share those photographs;
• where the Service is used to capture signatures, you have authority to request and record those signatures and have obtained any required consent;
• your use of the Service complies with all applicable employment, wage, hour, labor, privacy, consumer-protection, tax, and communications laws; and
• all information you provide about your authority and your business is true, and you are authorized to bind your business.

These representations are in addition to, and do not limit, your obligations in Section 6 (Customer Data) and your indemnification obligations in Section 18.

6. Customer Data

“Customer Data” means the data, content, and information you and your users submit to or generate in the Service, or that your subcontractors submit through access you grant, including information about your business, your technicians, your clients and their personnel, work orders, locations and Sites, GPS and timestamp data, photos, signatures, quotes, invoices, tax data, equipment identifiers and specifications, serial numbers, purchase and warranty information, equipment photos and documents, service history, maintenance schedules, and related records.

Ownership. As between you and us, you own and retain all rights in your Customer Data. We do not claim ownership of it.

License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, display, process, and otherwise use Customer Data solely to provide, secure, maintain, and improve the Service, to enable features and integrations you use, to prevent or address technical or security issues, to provide support, and as otherwise permitted in our Privacy Policy and any applicable DPA. We may create and use de-identified and aggregated data that does not identify you, your users, or any individual, for any lawful purpose, including to operate, analyze, and improve the Service and develop new features; this right survives termination and is not limited by Section 20.

Your responsibility for Customer Data. You are solely responsible for your Customer Data, including its accuracy, quality, legality, and the means by which you acquired it. You represent and warrant that you have all rights, consents, and lawful bases necessary to upload Customer Data and to authorize our processing of it, including any personal information about your technicians, your clients, and your clients’ personnel. Where you upload personal information about individuals, you are the controller or business responsible for that information and we act as your processor or service provider (see Section 7 and our DPA). You are responsible for providing required notices and obtaining required consents from those individuals, and for responding to their privacy requests.

Client-company Sites, Equipment & Maintenance. If you operate a Client Portal company, you control the Site, equipment, photo, document, warranty, service-history, and maintenance information your users add to that company workspace. Connecting a contractor authorizes the Service to show that contractor only the records and requests made available through the applicable relationship and access controls; disconnecting a contractor stops future access but does not erase records the contractor independently owns or must retain. Equipment identifiers, condition labels, warranty dates, maintenance dates, reminders, and service histories are recordkeeping aids, not inspections, safety certifications, manufacturer records, warranties, or professional maintenance advice. You are responsible for verifying them against the physical equipment and authoritative records and for using qualified personnel for safety-critical decisions.

Backups are your responsibility. The Service is not a backup, archival, or recordkeeping system of record. You are responsible for independently maintaining your own backups and exports of Customer Data. While we maintain reasonable backups for service continuity, we do not warrant that any data will be retained, preserved, or recoverable, and we are not liable for any loss, deletion, or corruption of Customer Data.

7. Roles & data protection

For personal information contained in Customer Data, you act as the data controller or business, and we act as the data processor or service provider that processes it on your behalf and on your documented instructions (these Terms, the Privacy Policy, the DPA, and your use of the Service). For information we collect as a controller (such as account-administrator contact details, billing data, and usage and log data we generate to operate the Service), our Privacy Policy applies. To the extent a data processing addendum applies to your use, it forms part of these Terms; if there is a conflict on data-protection matters, the DPA controls.

8. Financial output; tax; no professional advice

The Service includes tools that generate or assist with quotes, invoices, totals, tax rates, sales-tax calculations, tax reports and worksheets, payroll-adjacent figures, and other financial output. These tools are provided for your convenience only. Tax rates and calculations are based on data and lookups that may be incomplete, outdated, or inaccurate, may fall back to default or manually entered values, and may not reflect the correct rate, exemption, or rule for any particular transaction, jurisdiction, or filing period.

You are solely responsible for reviewing and verifying all amounts, taxes, rates, exemptions, figures, reports, and totals before relying on, sending, filing, charging, or collecting on them. TradelyHQ is not an accountant, bookkeeper, tax advisor, financial advisor, payroll provider, or legal advisor, and the Service does not provide accounting, tax, financial, payroll, or legal advice. You are responsible for your own tax determinations, collection, remittance, and filings, and for compliance with all applicable laws.

9. AI features, automation & AI agents

The Service includes features that use artificial intelligence and machine learning to generate, summarize, expand, classify, transcribe, translate, or otherwise process text and other content (for example, polishing or expanding technician notes, suggesting work-order fields, transcribing voice notes, and translating content). AI features may use third-party AI, transcription, and translation providers, and content you submit to those features may be transmitted to and processed by those providers under their own terms.

Automation and AI agents. The Service also offers optional features that can act on your behalf, including AI-assisted and automated dispatching and scheduling, assignment and routing of work to technicians or subcontractors, automated messages, notifications, and status updates to your clients and personnel, automated creation or updating of work orders, quotes, invoices, reminders, and related records, and configurable “agent,” “assistant,” “automation,” or “standing-order” capabilities that operate from instructions you give in plain language, from settings you choose, or through tools you connect (for example, through our agent API or a connected AI assistant). These features may evaluate your data and take actions automatically, with or without a person reviewing each action first, depending on the settings you select.

Your authorization and control. If you enable, configure, connect, or continue to use these features, you authorize the Service, and any AI provider or agent acting through it at your direction, to take the actions you have permitted on your behalf, within the scopes, autonomy level, approval requirements, spending or usage limits, and other controls available to you. You are responsible for choosing and reviewing those settings, for the instructions you give, and for any credentials or third-party tools you connect. You can change, pause, or disable these features, and revoke connected agents or credentials, through your account; changes apply going forward and do not undo actions already taken.

Actions taken by automations, AI agents, or connected tools that you enable or configure are treated as your actions and are your responsibility, to the same extent as if you had taken them yourself. This includes dispatching, assignment, and scheduling decisions, communications sent to your clients, technicians, subcontractors, or others, and the creation or modification of work orders, schedules, quotes, invoices, fees, subcontractor assignments and payout records, and similar records. Automated and AI-driven decisions and actions may be wrong, delayed, incomplete, duplicated, or unsuitable, and the Service may misinterpret an instruction or act on incomplete information. We do not warrant that any automated dispatch, assignment, message, scheduling, pricing, or other automated action will be correct, optimal, timely, or appropriate, we do not provide professional advice, and you are responsible for supervising these features and for monitoring, reviewing, and correcting their actions and output. You should not use them for any decision or action that requires human judgment or legal, tax, financial, safety, or other professional review without that review.

Where you enable features that send communications to your clients, technicians, or others, Section 11 applies and you are the sender of those communications. These features rely on third-party AI providers, and the data needed to perform the requested actions, which may include work-order, scheduling, client, and personnel information, is transmitted to and processed by those providers as described in our Privacy Policy and Data Processing Addendum; Section 15 governs third-party services and any AI tools you connect. We may set, change, or impose usage, rate, or spending limits on these features and may suspend, throttle, or limit automated activity to protect you, the Service, or others.

AI-generated and AI-assisted output may be inaccurate, incomplete, misleading, or inappropriate, and may add, infer, or rephrase content that was not in your input. You must independently review, verify, and edit all AI output before relying on it, sending it to any client or third party, or treating it as a record. You are solely responsible for any content you accept, edit, send, or rely on, whether or not it was generated or assisted by AI. AI features do not provide professional advice, and we make no warranty about their accuracy, reliability, or fitness for any purpose.

10. Location, timestamps, photos & signatures

Location and timestamps. The Service may capture GPS, location, arrival, and timestamp data from devices, where permitted by the device and the user. This data is approximate, depends on device and network conditions, may be unavailable, delayed, or inaccurate, and is provided as a convenience and recordkeeping aid only. It is not a system of record for employment, wage, hour, timekeeping, payroll, or compliance purposes, and you must not rely on it for those purposes. You are responsible for your own timekeeping and for compliance with all wage, hour, labor, and privacy laws, and for any notices and consents required for location tracking of your technicians.

Photos and signatures. Photo capture and signature capture are recordkeeping tools. You are solely responsible for the accuracy, authenticity, completeness, and legal sufficiency of any photo or signature captured through the Service, for verifying the identity and authority of any person providing a signature, and for obtaining all consents and permissions required to capture, store, and share photos and signatures. We do not verify, authenticate, or guarantee any photo or signature, and we make no representation that any photo or signature is valid, binding, or admissible.

Subcontractor access & payout records

Subcontractor access. The Service lets you share individual work orders with outside subcontractors through tokenized links that do not require an account. Anyone who holds such a link can view the work-order details you shared (which may include client and location information) and submit photos, reports, and signatures. You are solely responsible for choosing which subcontractors you share links with, for the information those links expose, for revoking links when access should end, and for your relationship, agreements, and compliance obligations with your subcontractors. Content submitted by your subcontractors through these links is treated as your Customer Data, and you are responsible for it as described in Section 6. Your subcontractors are not our contractors, users, or agents.

Payout records. Commission, flat-rate, and other payout amounts the Service computes for subcontractors are bookkeeping records for your convenience only. TradelyHQ does not hold, transmit, disburse, or settle any funds between you and your subcontractors, is not a money transmitter, payroll provider, or paying agent, and has no responsibility for whether, when, or how you pay your subcontractors or for related tax withholding or reporting (including Forms 1099). Section 8 applies to all payout figures.

11. Communications & consent

By providing an email address, phone number, or other contact information, you and your users consent to receive service, transactional, account, security, billing, and administrative communications from us relating to the Service, including by email and in-app or push notification. These communications are part of the Service and may be sent even if you opt out of marketing messages.

You may opt out of non-transactional or promotional email by using the unsubscribe link in those messages or by contacting us; transactional and account communications will continue. If and where we offer text, SMS, or messaging features, you consent to receive related messages, message and data rates may apply, and you may opt out of those messages by replying STOP (or as otherwise described) and request help by replying HELP, where supported.

When you use the Service to send communications to your own clients, technicians, or other contacts (including emails, messages, text or chat messages, notifications, invoices, quotes, or reports), you are solely responsible for those communications and for obtaining all required consents and complying with all applicable laws, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and other communications, anti-spam, and privacy laws. You will not use the Service to send unlawful, unsolicited, or non-consented communications.

12. Fees, billing, trial, renewal & taxes

Pricing. The Service is sold as a flat-priced subscription package based on your technician crew size. Current packages, prices, and the technician limits of each package are shown on our pricing page and in the Service, which control and may change as described below. Each package includes a maximum number of active technician seats; if your active technicians exceed your package’s limit, you must move to a package that covers them.

Free trial. We may offer a free trial as described on our pricing page or in the Service at sign-up. Trials are provided “as is” with no warranty and may be modified, limited, or discontinued at any time. At the end of a trial, your subscription does not begin until you provide a valid payment method and start a paid plan; unused trial time has no cash value.

Client Portal and Equipment & Maintenance. The core Client Portal may be offered at no charge. The optional Equipment & Maintenance package is a separate, flat monthly subscription for the Client company, currently advertised at USD $49 per month, and does not alter a connected contractor’s subscription or charges. The current price, included usage, and billing interval shown at checkout or on our pricing page control. Only a Client-company owner or another user with delegated billing authority may purchase, manage, or cancel that package.

Authorization & auto-renewal. When you start a paid subscription, you authorize us and our payment processor to charge your payment method for the then-current fees on a recurring basis. Subscriptions automatically renew for successive periods (monthly or annual, matching your billing cycle) at the then-current rate unless you cancel before the renewal date through your account or billing portal. Canceling stops future renewals; it does not retroactively refund the current period. Subscriptions are managed through your account’s billing settings.

Non-cancelable; no cash refunds. Except where required by law or expressly stated in these Terms, all fees are non-refundable and non-cancelable, and paid amounts are earned when paid. We do not issue cash refunds for partial periods, unused time, or features not used. If you move to a lower-priced package mid-cycle, the change takes effect at your next renewal; we do not prorate or refund the difference for the current period, except as required by law or as expressly stated at the time of the change.

Past-due amounts. If a charge fails or an amount is past due, we may suspend or limit the Service, retry payment, and you remain responsible for all amounts owed. We may charge the maximum late interest permitted by law and recover reasonable costs of collection, including attorneys’ fees.

Price changes. We may change fees. For renewals, changes take effect on your next renewal after we post the change or notify you (for monthly plans, generally at least the next billing cycle; for annual plans, at the next annual renewal). Your continued use after a change takes effect is acceptance of the new fees.

Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, ITBMS, and similar taxes and government charges relating to your subscription (excluding taxes on our net income). If we are required to collect tax, we will add it to your invoice.

Withholding; gross-up. All fees are payable in full, in U.S. dollars, without any deduction, set-off, or withholding. If you are required by law to deduct or withhold any amount from a payment to us, including any withholding on payments to a foreign service provider, you will increase the amount payable so that, after the deduction or withholding, we receive the full amount we would have received had no deduction or withholding been required. You will remit the withheld amount to the relevant authority when due and, at our request, promptly give us the official receipt or withholding certificate evidencing that payment. This paragraph applies notwithstanding the exclusion for taxes on our net income in the preceding paragraph.

Payment processor. Subscription payments are processed by Stripe. We do not store full payment-card numbers. Your use of the payment flow is also subject to Stripe’s terms. This Section 12 governs the fees you pay us for the Service; Section 13 governs online payments you accept from your clients.

13. Online invoice payments from your clients

The Service includes an optional feature that lets you accept online payment of your invoices from your clients by card or ACH bank debit (“Online Payments”). Online Payments are off by default, are enabled per client at your direction, and may not be available for every account, client, or invoice. We may add, change, limit, suspend, or discontinue Online Payments as described in Section 2.

Stripe Connect; your connected account. Online Payments are provided through Stripe Connect as direct charges created on your connected account. To accept Online Payments you must complete Stripe’s onboarding and identity-verification process, maintain a connected account in good standing, and accept Stripe’s Connected Account Agreement (including the Stripe Services Agreement and any applicable payment-method terms). That is a separate agreement between you and Stripe. Client payments settle to your connected account, and Stripe pays them out to your linked bank account on Stripe’s schedule. Stripe, banks, and payment networks may delay, reverse, hold, restrict, or refuse transactions, balances, or payouts. If Stripe cannot verify you or restricts your account, Online Payments may be limited, delayed, or unavailable, and, to the maximum extent permitted by law, we are not liable for those decisions or their consequences.

Your authorization to act through Stripe Connect. You authorize TradelyHQ to access and use your connected-account data and to perform activity on your behalf through Stripe Connect as reasonably necessary to provide, secure, support, and reconcile Online Payments. This includes creating and managing PaymentIntents and direct charges; retrieving account, capability, balance, transaction, fee, refund, dispute, and payout information; receiving and processing Stripe webhooks; initiating full or partial refunds when an authorized owner directs us to do so; calculating and collecting disclosed application fees; responding to errors and duplicate events; and sharing connected-account, transaction, customer, and related data with Stripe. You represent that you have authority to grant this authorization. You may withdraw it by disconnecting Stripe or stopping Online Payments, but withdrawal may disable the feature and does not affect activity already initiated, legal retention, reconciliation, refunds, disputes, or obligations that survive termination.

Your transaction; you are the merchant of record. Every Online Payment is a payment of your invoice, for your work, by your client. As between you, your client, and us, you are the merchant of record for each Online Payment, and the underlying transaction, invoice, and payment obligation are solely between you and your client. You are responsible for the goods or services, prices, taxes, refunds, customer service, receipts, required disclosures, licenses, and compliance associated with that transaction; for keeping your legal and business identity, contact information, website, and statement descriptor accurate in Stripe; and for ensuring your client can identify you as the merchant. TradelyHQ provides software and acts as your limited technology agent for the authorized Stripe activity above. TradelyHQ is not a party to the underlying transaction, is not the seller, does not hold or take custody of your funds, and is not a bank, money transmitter, money services business, escrow agent, or trustee. Payment processing, settlement, and payout services are provided by Stripe, not by us.

Online Payment Fee. Your connected account bears the fees and costs of Online Payments. The amount deducted from your connected-account balance or transaction proceeds may include (a) payment-processing and other fees charged by Stripe and (b) any application fee charged by TradelyHQ through Stripe (together, the “Online Payment Fee”). Our current standard Online Payment Fee schedule and the portion, if any, that is a TradelyHQ application fee are disclosed on our fees page, which is incorporated into these Terms and controls. The payer is charged exactly the invoice amount selected for payment; the Service does not add the Online Payment Fee to the payer’s total. Stripe may assess additional charges outside our standard transaction schedule, including cross-border, currency-conversion, dispute, return, network, tax, or optional-service charges, and those amounts are also your responsibility. We may change our fees as described in Section 12; changes apply prospectively to payments processed after they take effect.

Refunds of Online Payments. You control whether to request a refund of your invoice, subject to Stripe’s rules and available connected-account balance. A refund returns the amount you direct to your client, but Stripe’s original processing fees generally are not returned to you. Under the current fee schedule, when TradelyHQ collected an application fee on the refunded payment, we instruct Stripe to return that application fee to your connected account in full for a full refund or proportionally for a partial refund. Card and American Express payments currently carry no TradelyHQ application fee, so there is no TradelyHQ fee to return on those methods. Refunds can be delayed, pending, reversed, canceled, or failed by Stripe or financial institutions, and the economic cost and customer relationship remain yours.

Chargebacks, disputes, returns & reimbursement. As the merchant of record, you are responsible for every refund, chargeback, payment dispute, ACH return or reversal, negative balance, and associated fee, fine, penalty, assessment, tax, or loss relating to your Online Payments, regardless of outcome, except to the extent caused solely by TradelyHQ’s willful misconduct. Stripe ordinarily debits these amounts from your connected-account balance or linked bank account under your Connected Account Agreement. If any amount attributable to your Online Payments, your breach, fraud, misrepresentation, or unauthorized activity is instead charged to, debited from, or otherwise borne by TradelyHQ or our Stripe platform account, you will reimburse us in full on demand, together with the maximum lawful interest and our reasonable costs of investigation and collection, including attorneys’ fees. To the extent permitted by law, network rules, and Stripe’s terms, you authorize Stripe and us to recover amounts you owe by debiting your connected account or linked bank account, setting off against application fees or other amounts payable to you, or charging a payment method you separately authorized for that purpose. We may require reserves or other risk controls where supported by Stripe, and may delay or restrict Online Payments where we reasonably believe transaction, fraud, dispute, or solvency risk warrants it. Your reimbursement obligations are not reduced by Section 22’s liability cap, survive termination, and are in addition to Section 18. You will promptly provide complete and accurate evidence and cooperate with dispute deadlines. We do not control and are not responsible for a bank, network, payer, or Stripe decision on any dispute or return.

ACH payments. ACH bank debits are authorized by your client through the Stripe-hosted mandate presented in the Payment Element and are governed by applicable law and NACHA operating rules. You are responsible for the accuracy of the transaction information and for having all authority required to debit the account. ACH is a delayed-notification, non-guaranteed method: a payment can fail, be disputed, or be returned after it appears to succeed, and certain returns are final and cannot be re-disputed. An invoice paid by ACH may be treated as provisionally paid until final settlement. A refund issued while a bank dispute is pending can result in duplicate credits; the Service may block or delay a refund where a dispute is known, but you remain responsible for monitoring and resolving returns and disputes. Stripe stores the mandate and, when the payer provides a billing email, may send the required mandate copy and verification notices.

Taxes on your transactions. Amounts your clients pay through Online Payments include the taxes you configured on the underlying invoice, as generated by you through the Service. Section 8 applies in full: you are solely responsible for the accuracy of every invoiced amount and tax figure, and for all tax determination, collection, remittance, reporting, and filings relating to your transactions with your clients, including with respect to amounts refunded, disputed, or reversed.

Suspension; availability; platform rules. We may suspend, limit, or terminate Online Payments — for your account, for a particular client, or for the feature as a whole — at any time as described in Sections 2 and 19, including where required by Stripe or a card network, where we suspect fraud, misuse, or unlawful activity, or where we reasonably believe continued processing creates risk for us, you, your clients, or others. Online Payments are provided through the web application and hosted payment pages and are not offered through the iOS or Android apps. Our Terms of Use apply to your client’s use of the payment page to the extent they are presented to and accepted by your client, and the handling of payment data is described in our Privacy Policy. As between you and us, you remain responsible for your transaction with your client regardless of whether your client is bound by those Terms.

14. Our intellectual property; feedback

The Service, including all software, technology, designs, text, graphics, and the TradelyHQ name and logos, and all intellectual property rights in them, are and remain the property of TradelyHQ Inc. and our licensors. Subject to these Terms and your payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription, solely for your internal business operations. No rights are granted except as expressly stated; all rights not granted are reserved.

If you give us suggestions, ideas, or feedback about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use and exploit the Feedback for any purpose without restriction or any obligation to you.

15. Third-party services & integrations

The Service relies on and can connect to third-party services, including payment processing (Stripe), optional accounting and work-order integrations (such as QuickBooks Online via Intuit, MaintainX, and Corrigo), and providers that support AI, transcription, translation, email, messaging, push notification, hosting, storage, and analytics features. Those services are provided by third parties under their own terms and privacy policies, and your use of them is at your own risk. If you enable an integration or a feature that uses a third-party provider (for example, by authorizing QuickBooks Online through OAuth, or by using a feature that sends content to an AI, transcription, or translation provider), you authorize us to exchange the relevant data to provide that feature, and you are responsible for your relationship with, and use of, that third party. We do not control and are not responsible or liable for third-party services, their availability, security, accuracy, or acts or omissions, and we make no warranties about them. A third party changing, suspending, deprecating, or discontinuing its service may affect related features without liability to us.

16. Beta & early-access features

We may offer features, integrations, or services identified as beta, preview, early access, experimental, or otherwise not generally available (“Beta Features”). Beta Features are provided “as is” and “as available,” without any warranty or support commitment, may contain errors, may change, and may be limited, suspended, or withdrawn at any time without notice or liability. Beta Features are excluded from any service commitments and from any uptime, support, or availability representations. You use Beta Features at your own risk.

17. Confidentiality

Each party may receive non-public information of the other that is marked or should reasonably be understood as confidential (“Confidential Information”). The receiving party will use the same care it uses to protect its own similar information (and no less than reasonable care), will not disclose Confidential Information except to personnel and contractors who need to know it and are bound by confidentiality obligations, and will use it only to perform under these Terms. This does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without duty of confidentiality, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, giving reasonable notice where lawful.

18. Indemnification

You will defend, indemnify, and hold harmless TradelyHQ Inc. and its affiliates, and their respective officers, directors, employees, contractors, and agents, from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your or your users’ use of the Service; (b) your Customer Data, including any claim that it infringes or misappropriates a third party’s rights or violates any law, and any claim by or relating to your clients, your clients’ personnel, or your technicians; (c) your breach or alleged breach of these Terms or your representations and warranties; (d) your violation of any law or third-party right, including employment, wage, hour, labor, privacy, tax, and communications laws; (e) your collection, use, or capture of location or GPS data, timestamps, photographs, or signatures, or your communications to your clients, technicians, or other contacts; (f) your reliance on any output of the Service, including AI-generated or AI-assisted output and any quote, invoice, tax, or financial figure; (g) any dispute between you and your users or your clients; and (h) your Online Payments, underlying goods or services, merchant status, connected account, statement descriptor, refunds, disputes, chargebacks, ACH returns, or violation of Stripe, card-network, bank, or NACHA rules. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, and you will cooperate with us; you will not settle any matter in a way that imposes any obligation, liability, or admission on us without our prior written consent.

19. Term, suspension & termination

These Terms apply for as long as you use the Service or have an account. Your subscription continues until canceled or terminated as described here.

Suspension. We may suspend or limit your or any user’s access to the Service, in whole or in part, immediately and without liability if: (a) your payment is past due; (b) we reasonably believe your use poses a security, legal, or operational risk to us, the Service, or others; (c) we reasonably suspect a violation of these Terms or fraud or unlawful activity; or (d) required to comply with law or a third-party provider’s requirement. We will try to give notice where practicable, but we are not required to do so in advance.

Termination. You may terminate by canceling your subscription and ceasing use. We may terminate or suspend these Terms or your access (i) for your material breach not cured within ten (10) days of notice, (ii) immediately for the conduct described above, or (iii) for convenience on reasonable notice (in which case we will refund any prepaid fees for the period after termination as your sole remedy for a termination-for-convenience by us). If you cancel voluntarily, we may provide a wind-down period (currently thirty (30) days after your paid period ends) during which your account remains available in read-only mode to review and export your data before Section 20 applies; we may modify or discontinue this wind-down for future cancellations.

20. Effect of termination; data export & deletion

On termination or expiration, your right to access the Service ends, and any amounts already owed become immediately due. For a period of thirty (30) days after termination (unless we are prohibited by law or your account was terminated for cause or abuse), you may request an export of your Customer Data in a commonly used format using our self-service export tools or by contacting us. After that window, we may delete or de-identify Customer Data in the ordinary course, subject to our backup cycles and any legal retention requirements. You remain responsible for maintaining your own backups and exports, and we are not liable for data deleted in accordance with this Section. Provisions that by their nature should survive termination will survive, including Sections 4, 5, 6, 8, 9, 10, 11, 12 (amounts owed), 13, 14, 15, 17, 18, 20, 21, 22, 23, 24, and 25, and any other provision that by its nature should survive.

21. Disclaimer of warranties

The Service and all related materials, output, and features are provided “as is” and “as available,” with all faults and without warranty of any kind. To the maximum extent permitted by law, we and our suppliers and licensors disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of harmful components, that defects will be corrected, that it will meet your requirements, or that any data, calculation, or output will be accurate, complete, current, or preserved. We do not guarantee any specific uptime, availability, results, or outcomes. You are responsible for verifying any output (including invoices, tax calculations, quotes, financial figures, AI-generated content, location and timestamp data, photos, and signatures) before relying on it.

22. Limitation of liability

To the maximum extent permitted by law, in no event will we or our affiliates, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, data, or anticipated savings, or for cost of substitute services, arising out of or related to these Terms or the Service, whether based on contract, tort (including negligence), strict liability, or any other theory, and whether or not we were advised of the possibility of such damages.

To the maximum extent permitted by law, our and our affiliates’, suppliers’, and licensors’ total aggregate liability arising out of or related to these Terms or the Service will not exceed the greater of (a) the total amounts you paid to us for the Service in the twelve (12) months immediately before the event giving rise to the liability, or (b) one hundred U.S. dollars ($100).

These limitations apply to all claims in the aggregate, apply to all causes of action and all theories of liability, form an essential basis of the bargain, and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you; in that case our liability is limited to the maximum extent permitted by law.

23. Time limit on claims

To the maximum extent permitted by law, any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after the claim or cause of action accrues, or it is permanently barred.

24. Force majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, power outages, third-party service or vendor failures, or denial-of-service or other attacks.

25. Governing law; dispute resolution; arbitration; class-action & jury-trial waiver

Governing law & venue. These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the U.S. Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below. Subject to the arbitration agreement, the state and federal courts located in Delaware have exclusive jurisdiction over any dispute not subject to arbitration, and each party consents to personal jurisdiction and venue there and waives any objection to that venue. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before starting an arbitration, you agree to contact us at support@tradelyhq.com with a written description of the dispute and to attempt to resolve it informally for at least sixty (60) days. We will do the same.

Binding individual arbitration. Except for the carve-outs below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by a recognized arbitration provider (such as the American Arbitration Association) under its commercial rules then in effect, rather than in court. The arbitration will be conducted in the English language, seated in Delaware (or by video or telephone where the rules allow), before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. All disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative or class proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and proceed in court, but the remainder of the arbitration agreement will still apply.

Jury-trial waiver. To the maximum extent permitted by law, each party waives any right to a trial by jury in any proceeding arising out of or related to these Terms or the Service.

Carve-outs. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information or to address unauthorized access. These actions do not waive the arbitration agreement.

30-day opt-out. You may opt out of this arbitration agreement (Section 25) within thirty (30) days of first accepting these Terms by sending written notice to support@tradelyhq.com with your company name, account email, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms. If you opt out, the governing-law and exclusive-venue provisions above still apply.

26. Assignment

You may not assign or transfer these Terms or your account, in whole or in part, by operation of law or otherwise, without our prior written consent; any attempt to do so is void. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties’ permitted successors and assigns.

27. General

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions stay in effect.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later, and no waiver is effective unless in writing.

Entire agreement. These Terms, together with the Privacy Policy, any DPA, and any order or plan you agree to, are the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements, proposals, and understandings. Any conflicting or additional terms in your purchase order or other document are rejected and have no effect.

Export control & sanctions. You represent that you and your users are not located in, and will not use the Service from or on behalf of, any country or party subject to U.S. embargo or sanctions, and that you will comply with all applicable export-control and sanctions laws.

Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

No third-party beneficiaries. There are no third-party beneficiaries to these Terms.

Notices. We may provide notices to you by email to your account address, by posting in the Service, or on this site; such notices are effective when sent or posted. You must send legal notices to us at support@tradelyhq.com and, where a postal address is required, to TradelyHQ Inc. at our registered notice address.

Changes to these Terms. We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date and provide reasonable notice (for example, by email or in-app notice). Changes are effective when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Service.

Contact. Questions about these Terms? Email support@tradelyhq.com.

Last updated: August 26, 2026