Terms of Use.

These Terms of Use (“Terms”) apply to everyone who visits or uses the TradelyHQ websites, web and mobile applications (including our iOS and Android apps), APIs, and related services (together, the “Service”), provided by TradelyHQ Inc., a Delaware corporation (“TradelyHQ,” “we,” “us,” or “our”). By clicking to accept these Terms, creating an account or setting a password, signing in, or accessing or using any part of the Service, you agree to these Terms and to our Privacy Policy, which is incorporated into these Terms by reference. Additional terms may apply to specific features of the Service; when we present them to you, they are incorporated into these Terms by reference. If you do not agree, do not use the Service.

1. Who these Terms cover

People reach TradelyHQ in six different ways, and these Terms apply to all of them:

• Visitors browsing our website, help articles, or other public pages.
• Invited clients. If a commercial maintenance contractor uses TradelyHQ to run their business, they may invite you, their client, into a client portal to view work orders, request work, approve quotes and completed jobs, pay invoices online where your contractor offers it, and communicate with them. Section 5 covers that relationship.
• Client Portal companies. A property or facility business may create its own free Client Portal company, invite its own team, manage Sites, and connect one or more contractors. It may separately subscribe to Equipment & Maintenance. Section 5 covers these Client-company features.
• Team members of subscribers. If you use the Service as an employee, technician, or other authorized user of a subscribing customer’s account, our Terms of Service govern that account, and these Terms also apply to your own use of the Service.
• Subscribing customers. Contractors who subscribe to TradelyHQ also agree to our Terms of Service at signup. For subscribers and their accounts, the Terms of Service control over these Terms wherever the two conflict.
• Outside subcontractors. If a contractor assigns you work through TradelyHQ, they may send you a secure link to a subcontractor portal where you can view the assignment and submit reports, photos, and other content, without creating an account. Using that link is use of the Service, and these Terms, including Sections 8 through 10, apply to your use of it.

2. Eligibility

The subscription Service is offered to businesses and is not directed to consumers, and no part of the Service is directed to anyone under 18. Where a contractor enables online invoice payment, an individual may use the payment page to pay that contractor as a consumer, and nothing in these Terms waives any non-waivable right such an individual has under consumer-protection law. By using the Service you represent that you are at least 18 years old and, if you are using it for a business, that you are authorized to act for that business. The Service is operated from the United States. If you access it from outside the United States, you are responsible for compliance with your local laws. You also represent that you are not located in a country subject to a U.S. government embargo, that you are not on any U.S. government denied-party or restricted-party list, and that you will comply with applicable export-control and sanctions laws.

3. Changes to these Terms

We may update these Terms from time to time. When we do, we will update the “Last updated” date above, and for material changes we will provide reasonable notice, for example by email or an in-app notice. Your continued use of the Service after changes take effect means you accept the updated Terms. Changes to Section 20 (Dispute resolution and arbitration) do not apply to a dispute that arose before the change took effect; the version of Section 20 in effect when the dispute arose governs that dispute.

4. Accounts and invited access

Some parts of the Service require an account; others, such as the subcontractor portal, are reached through a secure link. Treat any access link like a credential: keep it confidential, and anyone who uses your link is your responsibility. A contractor’s client may start with an invitation, or an authorized representative of a property or facility business may create a Client Portal company directly. Creating a Client Portal company represents that you have authority to act for and name that business. However you get access, you agree to:

• Provide information that is accurate, current, and complete, and keep it that way.
• Keep your credentials confidential and not share your account with anyone else. Use caution on shared or public devices, and sign out when you are done.
• Notify us promptly at support@tradelyhq.com if you suspect unauthorized access to your account.

You are responsible for activity that happens under your account. We may suspend or disable any account or credential at any time, with or without cause, including if we reasonably believe these Terms have been violated or the account presents a security risk.

5. If you use a Client Portal

TradelyHQ is software. The maintenance work itself, the work orders, quotes, invoices, schedules, and everything else managed through the Service, is between you and your contractor. We are not a party to that relationship, we do not perform or supervise the work, and we make no promises about its quality, timing, pricing, or completion. Questions or disputes about the work belong with your contractor.

Actions you take in the client portal, such as submitting a work request, approving a quote, signing off on a completed job, or adding a comment, create records your contractor relies on to run their business. Take them as seriously as you would a signed paper form. When you provide an on-screen signature or approval, the Service records it along with the date, time, and device details as a tamper-evidence record. We record that metadata as a convenience for the parties; we do not verify the identity or authority of any signer, and we make no representation that any particular signature or approval is valid, binding, or admissible in any proceeding.

Information submitted in a contractor-specific workflow, such as a work request, quote approval, work-order message, completion confirmation, or invoice interaction, is processed for that contractor’s account and the contractor is the business responsible for that information. Information your Client Portal company creates for its own Sites, equipment, team, and cross-contractor workspace is processed for the Client company. Each business remains responsible for the data it controls. Our Privacy Policy explains these roles, including whom to contact about accessing, correcting, or deleting information.

Sites, Equipment & Maintenance. A Client Portal company can keep Site Codes and, with an eligible package, equipment identifiers, specifications, condition labels, serial numbers, purchase and warranty details, multiple photos and documents, service history, maintenance plans, and linked service requests. These are convenience and recordkeeping tools. They are not inspections, safety monitoring, manufacturer or warranty records, code-compliance certifications, or professional maintenance advice. Information may be incomplete, stale, incorrectly entered, or linked to the wrong physical unit. Verify records against the physical equipment and authoritative documents, follow manufacturer guidance, and use qualified professionals for maintenance and all safety-critical decisions.

Contractor connections and sharing. Your Client Portal company controls which contractors it connects and which authorized users it invites. A connected contractor sees only the Sites, service requests, work records, equipment context, photos, documents, or conversations made available to it through the Service’s relationship and access controls. Ending a connection stops future access through that relationship but does not delete records the contractor independently owns or must retain for legitimate legal, operational, billing, warranty, or recordkeeping purposes.

Free portal and optional package. The core Client Portal may be offered free with no payment card. Equipment & Maintenance is an optional Client-company subscription, currently advertised at USD $49 per month for the company, with the price and included usage displayed at checkout or on the pricing page controlling. It is separate from connected contractors’ subscriptions. Only a Client-company owner or delegated billing administrator may purchase, manage, or cancel it. Paid subscriptions renew monthly until canceled, cancellation stops renewal at the end of the paid period, and fees are non-refundable except where law requires otherwise. Failed or overdue payment may make Equipment & Maintenance read-only or unavailable while leaving eligible free Client Portal functions accessible.

Some messages, notifications, updates, scheduling, and other content you receive or that appears in the portal may be produced, sent, or carried out automatically or with the help of artificial intelligence, at your contractor’s direction and using the settings the contractor chooses. Your contractor, not TradelyHQ, is responsible for that activity and its content. We do not review it in advance, we do not verify its accuracy, and it may be incomplete or incorrect; questions about it belong with your contractor.

Paying your contractor online. Your contractor may offer you the option to pay an invoice online, by card or by ACH bank debit, through a payment page hosted on the Service. Online payment is optional and may not be available for every contractor or invoice. When you pay online, you are paying your contractor, not TradelyHQ. The charge is created directly on your contractor’s Stripe connected account. Your contractor is the merchant of record and is solely responsible for the invoice, underlying work, price, taxes, customer service, receipts, refunds, and the business identity and statement descriptor associated with the charge. TradelyHQ provides payment-page and account-management software and is not a party to the underlying transaction, seller, bank, money transmitter, escrow agent, or custodian of funds. Stripe processes the payment under its own terms and privacy notice. Where we present these Terms on the payment page and you proceed with payment, these Terms apply to your use of that page; nothing here limits any non-waivable right you have under law or with your bank or card issuer.

Your payment details go to Stripe, not to us. When you pay online, you enter your card or bank details into secure payment fields served by Stripe. Those details are transmitted directly to Stripe. TradelyHQ does not receive, store, or have access to your card number or bank-account number. Our Privacy Policy describes the limited payment-related records we keep.

Amounts and fees. The amount shown on the payment page is the invoice amount selected for payment. TradelyHQ does not add its or Stripe’s online-payment fee to the amount you pay; your contractor absorbs that cost. Your contractor, not TradelyHQ, is responsible for every invoice amount, tax, discount, credit, and other item included in the amount due. Review the contractor’s identity, invoice, amount, and payment method before you confirm.

Refunds and payment disputes. Your contractor decides whether to request a refund, and Stripe and the relevant financial institutions process it. Refunds can take time to appear, may appear as a reversal of the original charge, and may be delayed, pending, canceled, or failed outside TradelyHQ’s control. Questions or disputes about a charge — including the amount owed, the work behind it, or whether a refund is due — belong with your contractor in the first instance. Nothing in these Terms limits any non-waivable right you have under law or with your bank or card issuer.

ACH authorization. If you choose ACH bank debit, Stripe’s Payment Element presents the debit mandate before confirmation and stores the authorization. By accepting the mandate and confirming payment, you authorize your contractor and Stripe to debit the bank account you selected for the amount shown. ACH is a delayed-notification, non-guaranteed payment method: it can fail, be disputed, or be returned after it appears to succeed, and a successful dispute may invalidate the mandate. Stripe may send mandate-confirmation or bank-verification notices to the billing email you provide. Do not submit an ACH payment unless you are authorized to use the account and the account and payer information are accurate.

6. Electronic communications and signatures

You consent to receive communications, agreements, notices, and disclosures from us electronically, by email to the address associated with your account or by posting or presenting them in the Service, and you agree that electronic delivery satisfies any legal requirement that a communication be in writing. You agree that clicking to approve, sign, accept, or submit in the Service constitutes your electronic signature under the U.S. E-SIGN Act and applicable state law, with the same force as a handwritten signature, and you will not contest the validity of such a record solely because it is electronic. To withdraw this consent, stop using the Service and contact support@tradelyhq.com. Keep the email address on your account current.

7. Notifications and text messages

Because the Service is built around work happening in the field, we send transactional communications relevant to you, such as email, push notifications you have enabled, and in-app messages. If we offer text messaging and you provide a mobile number for it, you consent to receive related text messages; message and data rates may apply; reply STOP to opt out and HELP for help. Consent to text messages is not a condition of any purchase.

8. Your content

The Service lets you submit content: comments on work orders, photos, videos, work requests, signatures, and uploaded files (“Your Content”). You, or the business you act for, keep ownership of Your Content. You grant us only the limited license we need to operate the Service: to host, store, process, transmit, display, and back up Your Content in order to provide the Service to you and the accounts with access to it, consistent with our Privacy Policy and, where applicable, our agreement with the subscribing contractor.

Your Content is not public. It is visible only to the people and accounts granted access to it under the Service’s sharing and access settings, including, where applicable, the contractors you work with through the Service. We do not publish it publicly, and we do not sell it.

You are responsible for Your Content, including its legality and accuracy, and you represent that you have the rights needed to submit it and to grant the license above. We do not undertake to review content before it is posted, we cannot ensure prompt removal of objectionable material after it has been posted, and we assume no liability for any action or inaction regarding content provided by any user or third party.

Monitoring and enforcement. We may remove or refuse any of Your Content at our reasonable discretion, disclose your identity to a third party who claims that Your Content violates their rights, take appropriate legal action (including referral to law enforcement) for any illegal or unauthorized use of the Service, and cooperate with law enforcement authorities and court orders requesting or directing us to disclose the identity or other information of anyone posting material on or through the Service. To the extent permitted by law, you waive and hold harmless TradelyHQ from any claims resulting from any action we take during, or as a consequence of, investigations by us or by law enforcement authorities.

9. Content standards

Your Content must not:

• Violate any law, or promote illegal activity.
• Infringe anyone’s copyright, trademark, trade secret, privacy, or other rights.
• Contain personal information about someone else that you have no authority to share.
• Be defamatory, harassing, hateful, obscene, threatening, or promote violence, sexually explicit material, or discrimination.
• Be likely to deceive any person, or give the impression that it comes from or is endorsed by us when it does not.
• Contain malware or any technologically harmful material.
• Impersonate any person or misrepresent who you are or whom you act for.
• Run contests, sweepstakes, or similar promotions, or transmit unsolicited or unauthorized advertising.

10. Acceptable use

You may use the Service only for lawful purposes and as it is intended to be used. You agree not to:

• Access the Service with bots, scrapers, or other automated means, or use any manual process to monitor or copy material from the Service without our prior written consent.
• Probe, scan, or test the security of the Service, or attempt to access accounts, tenants, or data that are not yours, or any server, computer, or database connected to the Service. If you believe you have found a security vulnerability, report it to security@tradelyhq.com instead of exploiting it; we welcome good-faith reports.
• Interfere with the Service or any other user’s use of it, including by overburdening our infrastructure or attempting any denial-of-service attack.
• Circumvent or attempt to circumvent any access control, rate limit, or tenant-isolation boundary.
• Copy, modify, reverse engineer, or create derivative works of the Service, or use it to build a competing product.
• Introduce viruses or other malicious code.
• Use the Service to exploit or harm anyone under 18, or attempt to do so.
• Engage in any other conduct that restricts or inhibits anyone’s use of the Service or that, as we reasonably determine, may harm TradelyHQ or users of the Service or expose them to liability.

11. Our intellectual property

The Service, including its software, design, text, graphics, and the selection and arrangement of all of it, is owned by TradelyHQ Inc. or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service as permitted by these Terms. Your device may temporarily store copies of materials in RAM, and your browser may cache files, incidental to your viewing of them; if we offer applications for download, you may install them on your own devices for use consistent with these Terms. No other right, title, or interest is transferred to you, and all rights not expressly granted are reserved. Any use of the Service not expressly permitted by these Terms is a breach of these Terms, and if you use the Service in breach of these Terms your right to use it stops immediately and you must, at our option, return or destroy any copies of materials you have made.

“TradelyHQ” and our logos, product names, and slogans are trademarks of TradelyHQ Inc. You may not use them without our prior written permission. Other names and logos on the Service are the trademarks of their respective owners.

12. Feedback

If you send us ideas, suggestions, or other feedback about the Service, you agree we may use it without restriction or compensation to you. Feedback is welcome at support@tradelyhq.com.

13. Copyright complaints (DMCA)

We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe material on the Service infringes your copyright, send a written notice to our designated copyright agent including substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works, a representative list of those works.
• Identification of the allegedly infringing material, precise enough for us to locate it.
• Your name, postal address, telephone number, and email address.
• A statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the notice is accurate and that you are the copyright owner or authorized to act for the owner.

If your notice does not comply with the requirements of Section 512(c)(3) of the DMCA, it may not be effective. Our designated copyright agent is:

Andres Ponce
TradelyHQ Inc.
1065 SW 8 St #2629, Miami, FL 33130
support@tradelyhq.com

Counter-notice. If material you posted was removed by mistake or misidentification, you may send our copyright agent a written counter-notice meeting the DMCA’s requirements, including your signature, identification of the removed material and its prior location, a statement under penalty of perjury that the removal was a mistake or misidentification, your contact information, your consent to the jurisdiction of the federal district court for your district (or, if outside the United States, any district where the Service may be found), and your agreement to accept service of process from the person who filed the original notice or their agent. We will forward your counter-notice to that person and, unless they notify us that they have filed a court action against you, we will restore the material no sooner than 10 and no later than 14 business days after receiving your counter-notice.

Knowingly misrepresenting that material is infringing, or that it was removed by mistake, can make you liable for damages under Section 512(f) of the DMCA. We maintain a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

14. Third-party services and links

The Service may contain links to third-party sites or interoperate with third-party services. We do not control them and are not responsible for their content, policies, or practices. Your use of a third-party service is at your own risk and governed by that third party’s terms.

15. Changes to the Service, availability, and beta features

We may change, add to, or remove functionality from the Service at any time, and we may restrict or withdraw access to some or all of it. We work hard to keep the Service available, but we do not guarantee that it will always be available or uninterrupted, and we will not be liable if any part of it is unavailable at any time or for delays or failures caused by events beyond our reasonable control.

Content on the website and in our help articles is provided for general information only. We do not warrant its accuracy or completeness, it may be out of date at any given time, and we have no obligation to update it. Any reliance you place on it is strictly at your own risk, and we disclaim liability arising from reliance placed on such materials by you or any other visitor. Content provided by third parties reflects the views and responsibility of its authors, not ours.

Features identified as beta, preview, or early access, including builds distributed through Apple TestFlight or Google Play testing tracks, are provided as is, with no support or availability commitment, and you use them at your own risk.

16. Mobile apps and app-store terms

If you use our iOS app, the following Apple rider applies as between you, TradelyHQ, and Apple Inc. (“Apple”); if you use our Android app, the Google Play rider below applies as between you, TradelyHQ, and Google LLC (“Google”):

• These Terms are between you and TradelyHQ only, not with Apple, and Apple is not responsible for the app or its content.
• Your license to the app is limited to a non-transferable license to use it on Apple-branded devices that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions (except as permitted through Family Sharing or volume purchasing).
• Apple has no obligation to furnish any maintenance or support for the app.
• If the app fails to conform to an applicable warranty, you may notify Apple and Apple will refund any purchase price you paid for the app; to the maximum extent permitted by law, Apple has no other warranty obligation, and any other claims, losses, liabilities, or expenses attributable to a failure to conform to a warranty are TradelyHQ’s responsibility.
• TradelyHQ, not Apple, is responsible for addressing any claims by you or a third party relating to the app or your possession or use of it, including product-liability claims, claims that the app fails to conform to a legal or regulatory requirement, and claims under consumer-protection, privacy, or similar laws.
• If a third party claims the app infringes their intellectual-property rights, TradelyHQ, not Apple, is responsible for the investigation, defense, settlement, and discharge of that claim.
• You must comply with applicable third-party terms of agreement when using the app.
• Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the iOS app and, upon your acceptance of these Terms, may enforce them against you with respect to the app.

If you download or use our Android app from Google Play, the following also applies as between you, TradelyHQ, and Google LLC (“Google”):

• These Terms are between you and TradelyHQ only, and Google is not a party to them.
• Your use of the app must comply with the Google Play Terms of Service.
• Google is only a provider of Google Play, where you obtained the app, and has no obligation to furnish maintenance, support, or warranty for the app.
• TradelyHQ, not Google, is solely responsible for the app and for addressing any claims relating to it.
• Google is a third-party beneficiary of these Terms as they relate to your license to the Android app and may enforce them against you.

17. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT ON IT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY AFFECT YOUR EQUIPMENT, PROGRAMS, OR DATA DUE TO YOUR USE OF THE SERVICE OR ANY SITE LINKED FROM IT. YOU ARE RESPONSIBLE FOR YOUR OWN ANTI-VIRUS PROTECTION AND FOR MAINTAINING A MEANS EXTERNAL TO THE SERVICE TO RECONSTRUCT ANY LOST DATA. NOTHING IN THIS SECTION LIMITS WARRANTIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TRADELYHQ NOR ITS AFFILIATES, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR FOR PERSONAL INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR RELATED TO THESE TERMS, YOUR USE OF (OR INABILITY TO USE) THE SERVICE, OR ANY SITE LINKED FROM IT, UNDER ANY LEGAL THEORY, EVEN IF FORESEEABLE. OUR 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 reflect an allocation of risk that is an essential basis of the bargain between you and us, and they apply even if a limited remedy fails of its essential purpose. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

19. Indemnification

You agree to defend, indemnify, and hold harmless TradelyHQ Inc., its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) to the extent arising out of your breach of these Terms, your violation of any law or the rights of a third party, or any claim that Your Content infringes or violates a third party’s rights. This obligation does not apply to the extent a claim arises from our breach of these Terms or our own negligence.

20. Dispute resolution and arbitration

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. All applicable limitation periods, including the one-year limit in Section 22, are tolled while informal resolution under this paragraph is pending.

Binding individual arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its applicable rules (its Consumer Arbitration Rules where they apply, otherwise its Commercial Arbitration Rules), or, if the AAA is unavailable, by National Arbitration and Mediation. The arbitration will be conducted in English before a single arbitrator, seated in Delaware or, if you are an individual, in the county where you live, and may be conducted by video or telephone where the rules allow. The U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

Who decides what. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court decides the enforceability of the class-action waiver below and any dispute about the mass-filing procedure below.

Fees. Payment of filing, administration, and arbitrator fees is governed by the provider’s rules. If you are an individual and those fees would make arbitration cost-prohibitive for you, we will pay them to the extent the arbitrator finds necessary to make this agreement enforceable. Each party bears its own attorneys’ fees unless a statute provides otherwise, and the arbitrator may award fees and costs against a party whose claim is found frivolous.

Mass filings. If twenty-five (25) or more arbitration demands raising similar claims are filed against us by the same or coordinated counsel, the demands will be batched: each side may select up to ten (10) demands to proceed first as bellwether cases, all other demands will be stayed with their filing fees deferred, and all applicable limitation periods are tolled during the stay. After the bellwether cases resolve, the parties will mediate the remaining demands in good faith before any of them proceed.

Carve-outs. Either party may bring an individual claim in small-claims court in your county of residence (or in Delaware) if it qualifies, notwithstanding Section 21, and either party may seek injunctive or other equitable relief in court for infringement or misuse of intellectual property or for unauthorized access to the Service. Nothing in this Section waives any non-waivable right to seek public injunctive relief where the law requires that such relief remain available.

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 THIS ARBITRATION AGREEMENT WILL STILL APPLY.

JURY-TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW THAT APPLIES TO YOU, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, OTHER THAN A SMALL-CLAIMS PROCEEDING UNDER THE CARVE-OUTS ABOVE.

30-day opt-out. You may opt out of this arbitration agreement within thirty (30) days of the date you first accept these Terms (for example, by creating your account or setting your password) by sending written notice to support@tradelyhq.com with your name, the email you use with the Service, and a clear statement that you opt out of arbitration. If we materially change this Section 20, you may opt out of the change within thirty (30) days of its effective date the same way. Opting out of arbitration does not affect any other provision of these Terms.

21. Governing law and 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. Subject to the arbitration agreement and carve-outs in Section 20, 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 in those courts.

22. Time limit on claims

TO THE EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES; OTHERWISE IT IS PERMANENTLY BARRED. This limit is tolled during the informal resolution process in Section 20, and it does not apply to claims whose limitation period cannot be shortened by agreement under applicable law.

23. Suspension and termination

We may suspend or terminate your access to all or part of the Service at any time, with or without cause and with or without notice, including if we reasonably believe you have violated these Terms, your access creates risk for us or other users, or we are required to do so by law. You may stop using the Service at any time. Sections 5, 6, 8 (the license, for as long as Your Content remains in the Service), 11, 12, 13, and 15 through 24 survive any termination.

24. General

• Entire agreement. These Terms and our Privacy Policy are the entire agreement between you and TradelyHQ Inc. about your use of the Service and supersede all prior and contemporaneous understandings, written and oral, about the Service, except that for subscribing customers the Terms of Service and Data Processing Addendum also apply and control over these Terms wherever they conflict. You acknowledge that you have not relied on any statement, promise, or representation not expressly set out in these Terms.
• Notices. We may give you notice by email to the address associated with your account or by posting in the Service, effective when sent or posted. Legal notices to us must be sent to support@tradelyhq.com and, where a postal address is required, to TradelyHQ Inc., 1065 SW 8 St #2629, Miami, FL 33130.
• Severability. If any provision of these Terms is held invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, and the rest of these Terms will remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of it or of our right to enforce it later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets, or by operation of law.
• Government users. The Service is commercial computer software; if you are a U.S. government user, you receive only the rights granted to all other users under these Terms.
• No third-party beneficiaries. These Terms do not create rights for anyone other than you and TradelyHQ Inc., except as stated in Section 16, under which Apple and its subsidiaries (for the iOS app) and Google (for the Android app) are third-party beneficiaries entitled to enforce the app-related provisions.

25. Contact us

Questions about these Terms or the Service? Email support@tradelyhq.com. Copyright notices go to the agent designated in Section 13.

Last updated: July 26, 2026