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Tradeforce Pros

Terms of Service · Version 0.2-draft (current)

Tradeforce Pros — Terms of Service (Subscription Agreement)

DRAFT — PENDING ATTORNEY REVIEW. NOT LEGAL ADVICE. Drafted by an AI legal researcher under founder rulings R-251 item 10 and R-252 items 3, 5 and 6 as the starting agreement for Tradeforce Pros' first 10–15 customers. It has not been reviewed by a licensed attorney. Bracketed items [LIKE THIS] must be completed before use. Research notes and open questions are at the end and in ATTORNEY-QUESTIONS.md; remove the drafting notes before publication.

Version: 0.2-draft · Effective date: [EFFECTIVE DATE] · Last updated: 2026-10-24

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A LIMITATION OF OUR LIABILITY (SECTION 14), A DISCLAIMER OF WARRANTIES (SECTION 13), YOUR DUTY TO VERIFY EVERYTHING THE SERVICE PRODUCES (SECTION 6), AN INDEMNITY FROM YOU (SECTION 15), A ONE-YEAR DEADLINE TO BRING CLAIMS (SECTION 19.6), A WAIVER OF CLASS ACTIONS AND OF JURY TRIAL TO THE EXTENT THE LAW ALLOWS (SECTIONS 19.4–19.5), AND THE CHOICE OF NORTH CAROLINA LAW AND COURTS (SECTION 19).

These Terms of Service (the "Terms" or this "Agreement") are a contract between [Tradeforce Pros, LLC], a North Carolina limited liability company ("Tradeforce Pros," "we," "us," "our"), and the business entity that subscribes to the Service ("Customer," "you," "your").

1. Acceptance; who may agree

1.1 Business use only. The Service is offered only to businesses, for business purposes. It is not offered to consumers or for personal, family or household use. By accepting these Terms you represent that Customer is a business (including a sole proprietorship operating a trade or business) and will use the Service only for its business.

1.2 How you accept. You accept these Terms by (a) ticking the acceptance box when first setting your account password, (b) ticking the acceptance box when accepting an invitation to the Service, (c) ticking any terms-acceptance box at checkout, (d) signing an Order Form that references these Terms, or (e) using the Service after being presented with them. We record the date, time, version accepted, user account, IP address and browser for each acceptance.

1.3 Authority. The individual who accepts on Customer's behalf represents and warrants that he or she is authorized to bind Customer. If that individual is not authorized, he or she is personally bound by these Terms to the extent the law allows, and Customer may not use the Service.

1.4 Electronic contracting. You agree to transact electronically. Your electronic acceptance is your signature and has the same effect as a handwritten signature under the federal ESIGN Act (15 U.S.C. § 7001 et seq.) and the North Carolina Uniform Electronic Transactions Act (N.C. Gen. Stat. Chapter 66, Article 40). You agree that we may give you notices, disclosures and records electronically (Section 20.3).

1.5 Invited users. Each person Customer invites (each a "User") must accept these Terms' user obligations (Sections 4, 5 and 8 and the Acceptable Use Policy) before using the Service. A User accepts for himself or herself and not on Customer's behalf unless he or she is an Owner of the account. Customer remains responsible for every User (Section 4.3).

2. Definitions

  • "Service" means the Tradeforce Pros hosted software-as-a-service application for customer-relationship management and proposal generation, including its websites, features, updates, documentation and support, but excluding Third-Party Services.
  • "Customer Data" means all data and content that Customer or its Users enter, upload, import or create in the Service, including accounts, sites, contacts, equipment, pricing settings, catalogs, proposals, templates, logos, and documents generated from them. Customer Data includes "End-Customer Data": personal information about Customer's own customers, prospects and their personnel.
  • "Output" means any calculation, price, total, quantity, labor estimate, schedule, proposal, document, preview, export or other result the Service produces from Customer Data.
  • "Account" means Customer's company workspace in the Service.
  • "Owner" means a User holding the Owner role (or an Org-Admin role) in Customer's Account.
  • "Order Form" means any checkout page, Stripe checkout session, invoice, quote or signed order that states the subscription plan, fees and term. If there is none, the plan and fees shown at checkout are the Order Form.
  • "Subscription Term" means the initial term stated in the Order Form (monthly if none is stated) and each renewal term.
  • "Documentation" means our then-current help pages and in-app guidance.
  • "Policies" means our Privacy Policy, Acceptable Use Policy, Cookie Notice, Subprocessor List and the Data Processing Addendum ("DPA"), each incorporated by reference.
  • "Third-Party Services" means services we do not provide, such as Stripe, Google Maps Platform, email delivery, Microsoft Word or any program you use to open, edit or send Output.

3. The Service

3.1 Access. Subject to these Terms and payment of fees, we grant Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Users to access and use the Service for Customer's internal business purposes.

3.2 What the Service is — and is not. The Service is a calculation and document-preparation tool. It helps you organize your customers and prepare draft proposals using the prices, rates, margins, catalogs, labor assumptions, templates and other settings that you enter or accept. The Service is not an estimator, engineer, contractor, accountant, attorney, insurer or adviser of any kind; it does not inspect any site or equipment; it does not know your costs, local codes, permits, taxes, labor conditions, or your customer's needs; and it does not determine whether any price, scope or term is appropriate, profitable, lawful or complete.

3.3 Seed and default values. The Service may come pre-loaded with sample or default data — for example seed catalogs, labor hours, task decompositions, equipment sizes, frequencies, multipliers, rates, margins, and proposal wording. Default values are illustrative starting points only. They are not quotes, industry standards, recommendations or verified figures, and they may be wrong for your business. You are solely responsible for reviewing and replacing every default value before relying on it.

3.4 The Service never sends to your customers. The Service does not send proposals, prices or documents to your customers or any third party. It generates documents for you to download, review, edit and, if you choose, send yourself, outside the Service. The only emails the Service sends are account and security messages to your Users and billing contacts (for example invitations, password resets and checkout links).

3.5 Changes to the Service. We may add, change or remove features from time to time. We will not materially reduce the core functionality of the Service during a paid Subscription Term without notice; if we do, your sole remedy is to terminate and receive a pro-rata refund of prepaid fees for the unused period.

3.6 Availability. We aim to keep the Service available, but we do not promise any level of uptime, and there is no service-level agreement unless a signed Order Form expressly includes one. The Service may be unavailable for maintenance, upgrades, emergencies, Third-Party Service outages, or events beyond our control (Section 20.6).

3.7 Support. We provide reasonable email support during normal business hours (Eastern Time), with no guaranteed response time unless an Order Form states one.

3.8 Beta and preview features. Features labelled beta, preview, early access or similar are provided "as is", may be withdrawn at any time, and are excluded from any warranty or commitment.

3.9 Features that use artificial intelligence (including AI-assisted import). If we offer a feature that uses artificial intelligence or machine learning — for example to read, map, de-duplicate or import a spreadsheet of your customers, sites or contacts — (a) its results are suggestions that may be incomplete or wrong; (b) you must review every imported or suggested record before relying on it; (c) we will identify the feature as AI-assisted and list any AI provider on the Subprocessor List before it processes Customer Data; and (d) we will not use your Customer Data to train any general-purpose AI model, and will not allow any AI provider to do so, without your express written consent. (e) Onboarding data. If your Order Form says so, we may use an AI tool, Anthropic's Claude, to format the data you give us for onboarding (for example, a spreadsheet of your customers, sites, contacts and users) into our import template. Model training on that data is switched off in the tool's settings, Anthropic is listed on the Subprocessor List, and a person at Tradeforce checks the result before it is imported.

4. Accounts, Users and security

4.1 Account information. You will provide accurate account and billing information and keep it current.

4.2 Credentials. Each User must have his or her own login. Logins may not be shared. Users must keep passwords and two-factor authentication (2FA) devices confidential. 2FA is mandatory for Users with administrative rights. You will tell us promptly at [security@tradeforcepros.com] if you suspect any unauthorized access.

4.3 You are responsible for your Users. Customer is responsible for all activity in its Account and for each User's compliance with these Terms, whether or not Customer authorized the activity, except to the extent caused by our breach of Section 9 (Security).

4.4 Roles, ownership and visibility are yours to configure. The Service lets you assign roles (for example Owner, Manager and Rep), approval rules, and ownership of accounts and sites. You decide who in your company can see, edit, approve or archive what. We are not responsible for an outcome caused by how you configured roles, approvals or permissions.

4.5 When a User leaves your company. You are responsible for promptly deactivating any User who leaves your company or should no longer have access, and for reassigning that User's accounts, sites and proposals. Deactivating a User ends his or her access and active sessions; it does not delete the records he or she created, which remain Customer Data and remain in your Account's history and edit log. A former User has no right to access, export or take Customer Data, and we will not provide Customer Data to a former User. If a former User asks us for his or her own personal account information, we will handle the request under our Privacy Policy and, where it concerns Customer Data, refer it to you. A dispute between you and a current or former User or employee is between you and that person; we will follow the instructions of the Account's Owner(s), and if Owners give conflicting instructions, we may suspend the disputed action until they agree or a court orders otherwise.

4.6 Owners. An Account may have more than one Owner. Any Owner may give us instructions, change billing, invite and remove Users, accept updated terms and request an export on Customer's behalf, and we may rely on any Owner's instruction.

5. Acceptable use

You and your Users must comply with the Acceptable Use Policy. In summary, you will not: (a) use the Service unlawfully or to infringe anyone's rights; (b) upload data you have no right to use, or anyone's government identification numbers, financial-account or card numbers, health information, or other sensitive personal information the Service is not designed to hold; (c) use the Service to send spam or unlawful marketing; (d) attempt to gain unauthorized access to the Service, another customer's data, or our systems, or test their security without our written permission; (e) reverse engineer, decompile, scrape, or copy the Service, or use it to build a competing product; (f) interfere with the Service's operation or exceed reasonable usage limits; (g) resell, sublicense or provide the Service to anyone outside your business; or (h) remove our notices.

6. Your responsibility for Output — read this carefully

6.1 YOU MUST VERIFY EVERYTHING BEFORE YOU SEND IT. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING EVERY FIGURE, PRICE, TOTAL, TAX, QUANTITY, LABOR HOUR, MATERIAL, EQUIPMENT DETAIL, SCOPE ITEM, SCHEDULE, NAME, ADDRESS AND TERM IN EVERY PROPOSAL AND DOCUMENT BEFORE SENDING IT TO ANYONE OR RELYING ON IT. The Service provides a Preview for this purpose. Downloading, sending, signing or acting on any Output means you have reviewed it and accept it as your own.

6.2 Output is yours. Every proposal and document you generate is your offer, made by you, in your name, to your customer. You — not Tradeforce Pros — are responsible for its accuracy, pricing, profitability, completeness, legal terms, warranties, licensing, permits, code compliance, tax treatment, and for performing any work it describes.

6.3 Your templates and terms. The legal terms, warranties, exclusions and conditions in your proposal templates are yours. We do not draft or review them and do not advise on whether they are lawful, enforceable or sufficient.

6.4 Calculations depend on your inputs. Output is calculated from the data, settings and assumptions in your Account at the time of calculation (and, where you have locked a value, from the locked value). If an input is wrong, missing, outdated or changed, the Output will be wrong. Settings changes may affect later proposals and copies of proposals but not earlier ones, as described in the Documentation. We are not responsible for any loss caused by an input, setting, default value, rounding choice, or template that you did not verify.

6.5 Rounding and formatting. The Service calculates money to the cent and applies the rounding rules you select. Displayed, stored and generated amounts are designed to match, but a document you edit or convert outside the Service (for example in Word or a PDF tool) may change; you must check the final document you actually send.

6.6 Disputes with your customers. Any dispute between you and your customer, prospect, subcontractor, supplier or employee — including about a proposal, price, contract, scope, warranty, performance or payment — is solely between you and that person. Tradeforce Pros is not a party to your contracts and has no obligation to participate in, and no liability for, any such dispute. If we receive a subpoena or other legal demand in your dispute, Section 10.4 applies and you will reimburse our reasonable costs of responding.

7. Customer Data

7.1 You own your data. As between the parties, Customer owns all Customer Data and all Output. We claim no ownership of it.

7.2 Our limited licence. You grant us a worldwide, non-exclusive, royalty-free licence, for the Subscription Term and any retention period described in these Terms, to host, store, copy, transmit, display and process Customer Data only (a) to provide, secure, support and maintain the Service for you, (b) to prevent or address technical, security or fraud problems, (c) as you instruct, and (d) as required by law. The DPA governs our processing of personal information in Customer Data and controls over this Section on that subject.

7.3 No sale; no advertising. We do not sell Customer Data, do not share it for cross-context behavioral advertising, and do not use it to market to your customers.

7.4 Usage data. We may collect and use technical and usage information about how the Service is used (for example feature usage, counts of documents generated, address lookups, performance and error data) to operate, secure, bill for and improve the Service, and may publish or use it in aggregated, de-identified form that does not identify you, any User or any individual. We will not attempt to re-identify such data.

7.5 Your responsibilities for Customer Data. You represent and warrant that (a) you have all rights, notices and consents needed for us to process Customer Data as these Terms describe, including End-Customer Data; (b) Customer Data does not infringe or violate anyone's rights or any law; and (c) you will not upload the sensitive data excluded by Section 5(b). You are responsible for responding to your customers' and contacts' requests about their personal information; we will assist as stated in the DPA.

7.6 Imports. You are responsible for any data you import or ask us to import for you — whether by spreadsheet, template, AI-assisted import or otherwise — and for checking that the imported records are complete and correct. When our staff import a spreadsheet at your request, we act only on your instructions and on the file you provide; we do not check the accuracy of its contents, and the spreadsheet is read to create the records and not kept.

7.7 Archive, not delete. By design, the Service archives your records rather than deleting them, so your history, edit log and audit trail stay complete. Archived records can be restored. Personal information is erased only through the process in Section 11 and the DPA.

7.8 Backups are not your backup. We back up the Service for disaster recovery, not as a records service for you. You are responsible for keeping your own copies of any proposal or document you send or rely on.

8. Our intellectual property; feedback

8.1 We and our licensors own the Service, its software, design, calculation engines, documentation and all improvements, and all intellectual-property rights in them. No rights are granted except those expressly stated.

8.2 If you give us suggestions or feedback, we may use them freely without obligation to you. Feedback does not include Customer Data.

9. Security

We will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data, as described in the DPA, including encryption in transit, database-level tenant isolation [CONFIRM: production RLS cutover, CF-5 / CF-12], salted and hashed passwords, mandatory 2FA for administrators, and access logging. No system is perfectly secure, and we do not guarantee that Customer Data will never be accessed, lost or disclosed without authorization. Security incidents are handled under Section 10 of the DPA.

10.1 Confidential Information means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including Customer Data, our non-public product information, pricing and these Terms' negotiated terms. It excludes information that is or becomes public through no fault of the recipient, was known to the recipient without restriction, is independently developed, or is rightfully received from a third party without restriction.

10.2 The recipient will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to its personnel, contractors and subprocessors who need to know it and are bound by similar obligations.

10.3 These obligations last for the term of this Agreement and three (3) years after; for trade secrets and Customer Data, for as long as they remain protected.

10.4 Subpoenas and legal demands. If either party is required by law, subpoena, court order or government demand to disclose the other's Confidential Information, it may do so, but (unless legally prohibited) it will give prompt notice so the other party can seek a protective order, and disclose only what is legally required. For demands for Customer Data made to us: we will (a) where lawful, refer the requester to you; (b) notify you before disclosing, unless prohibited by law, court order, or an emergency involving danger of death or serious physical injury; (c) may challenge a demand we reasonably believe is invalid or overbroad; and (d) disclose only the minimum required. If the demand arises from your own dispute or business, you will reimburse our reasonable costs (including reasonable attorneys' fees) of responding.

11. Fees, billing and renewal

11.1 Fees. You will pay the fees stated in the Order Form. Unless the Order Form says otherwise, fees are quoted and payable in U.S. dollars, in advance, for each billing period.

11.2 Stripe. We use Stripe, Inc. to process payments. By subscribing you authorize us, through Stripe, to charge your payment method for all fees when due, including each renewal. We never receive or store your full card number; Stripe's terms and privacy policy govern its handling of your payment information.

11.3 AUTOMATIC RENEWAL. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY at the end of each Subscription Term for the same length of term, at the then-current price, and your payment method will be charged, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE.

11.4 How to cancel. An Owner may cancel at any time by emailing [billing@tradeforcepros.com] or by written notice to us under Section 20.3. Cancellation takes effect at the end of the current paid period; you keep access until then.

11.5 Refunds. Fees are non-refundable, including for partial periods, unused Users or features, except as expressly stated in these Terms (Sections 3.5, 20.1 and 20.6) or required by law.

11.6 Price changes. We may change prices for future terms by giving at least thirty (30) days' notice before the change takes effect at your next renewal. If you do not agree, you may cancel before the renewal.

11.7 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added and similar taxes, other than taxes on our net income.

11.8 Failed payments. If a payment fails, Stripe may retry it. If any amount is more than fifteen (15) days overdue, we may suspend the Service after notice (Section 12.2). Overdue amounts may bear interest at the lesser of 1.0% per month or the maximum rate allowed by law, and you will pay our reasonable costs of collection.

11.9 Billing disputes. You must notify us in writing of any billing dispute within sixty (60) days of the charge, or the charge is final. Please contact us before filing a chargeback.

12. Term, suspension and termination

12.1 Term. This Agreement begins when you first accept it and continues until every Subscription Term has ended or it is terminated as provided here.

12.2 Suspension. We may suspend all or part of your access, with notice where practicable, if (a) payment is more than fifteen (15) days overdue; (b) we reasonably believe your use violates the Acceptable Use Policy, threatens the security, integrity or availability of the Service or others' data, or exposes us to liability; or (c) required by law. We will limit any suspension to what is reasonably necessary and restore access promptly once the cause is resolved. Suspension does not delete Customer Data. Fees continue to accrue during a suspension caused by you.

12.3 Termination by you. You may terminate by cancelling under Section 11.4.

12.4 Termination for breach. Either party may terminate this Agreement by written notice if the other materially breaches it and fails to cure within thirty (30) days after notice (ten (10) days for non-payment). We may terminate immediately on notice for a breach of Section 5 that cannot reasonably be cured or that is repeated.

12.5 Termination for convenience by us. We may terminate this Agreement for any reason on sixty (60) days' notice, and will refund prepaid fees for the unused period.

12.6 Effect of termination or cancellation. When this Agreement or a subscription ends: (a) your Users' access ends and active sessions are revoked; (b) your Account is locked, but Customer Data is not deleted at that time; (c) all unpaid fees become due; (d) Section 12.7 applies to your data.

12.7 Your data after you leave.

  • (a) Export on request. If an Owner requests it in writing within thirty (30) days after the subscription ends, we will provide, within thirty (30) days of the request, an export of your Customer Data in a commonly used machine-readable format (for example CSV files and copies of the generated documents stored for your Account), produced by us. The export is provided "as is"; it may not preserve the Service's formatting, history views or calculations, and we do not commit to any particular file layout.
  • (b) Retention after the window. After the export window, we may keep Customer Data in archived, inaccessible form, consistent with our archive-never-delete design, until you ask us to erase it or we decide to erase it. We will not use retained Customer Data except to store it, comply with law, resolve disputes, or provide it back to you.
  • (c) Erasure on request. An Owner may ask us in writing to erase Customer Data after the subscription ends. We will erase or de-identify it within the period stated in the DPA, except (i) data in backups, which is overwritten on its normal schedule, (ii) records we must keep by law or for tax, billing, fraud-prevention or dispute purposes, and (iii) records of your acceptance of these Terms, which we keep as legal evidence.
  • (d) No obligation after erasure. After erasure we have no obligation to provide any Customer Data.

12.8 Survival. Sections 6, 7.4–7.8, 8, 10, 11 (as to amounts owed), 12.6–12.8, 13, 14, 15, 19 and 20, and any other provision that by its nature should survive, survive termination.

13. Warranties and disclaimers

13.1 Mutual. Each party represents that it has the authority to enter into this Agreement.

13.2 Our limited warranty. We warrant that the Service will perform materially as described in the Documentation during a paid Subscription Term. Your exclusive remedy, and our sole obligation, for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity; if we cannot do so within thirty (30) days of your written notice, either party may terminate the affected subscription and we will refund prepaid fees for the unused period. This warranty does not cover problems caused by your data, settings, templates, configuration, misuse, Third-Party Services, or changes made outside the Service.

13.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 13.2, THE SERVICE, ALL OUTPUT, ALL DEFAULT AND SEED VALUES, AND ALL DOCUMENTATION ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRADEFORCE PROS AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

13.4 NO WARRANTY OF ACCURACY OR RESULTS. WITHOUT LIMITING SECTION 13.3, WE DO NOT WARRANT THAT ANY CALCULATION, PRICE, TOTAL, QUANTITY, LABOR ESTIMATE, DEFAULT VALUE OR OTHER OUTPUT IS ACCURATE, COMPLETE, CURRENT, COMPETITIVE, PROFITABLE, COMPLIANT WITH ANY LAW OR CODE, OR SUITABLE FOR ANY BID, CONTRACT OR PURPOSE; THAT ANY PROPOSAL WILL BE ACCEPTED OR WILL WIN WORK; OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL NOT BE LOST.

13.5 No reliance. You acknowledge that you have not relied on any statement, promise or representation (including any sales or marketing statement, demonstration or example) that is not expressly set out in these Terms, and that you will rely on your own professional judgment for every proposal.

14. LIMITATION OF LIABILITY

14.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER, UNDER ANY THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OR CONTRACTS, LOST OR UNDER-PRICED BIDS, COST OVERRUNS, LOST SAVINGS, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 NO LIABILITY FOR OUTPUT. WITHOUT LIMITING SECTION 14.1, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRADEFORCE PROS HAS NO LIABILITY FOR ANY LOSS ARISING FROM (A) THE CONTENT, PRICING, CALCULATIONS, TERMS OR ACCURACY OF ANY PROPOSAL OR OTHER OUTPUT THAT CUSTOMER DID NOT VERIFY AS REQUIRED BY SECTION 6, (B) ANY DEFAULT OR SEED VALUE CUSTOMER DID NOT REVIEW AND REPLACE, (C) CUSTOMER'S DECISION TO SEND, SIGN OR RELY ON ANY OUTPUT, OR (D) ANY DISPUTE BETWEEN CUSTOMER AND ITS CUSTOMERS, USERS, EMPLOYEES OR SUPPLIERS.

14.3 OVERALL CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRADEFORCE PROS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE, UNDER ANY THEORY, WILL NOT EXCEED THE LESSER OF (A) THE FEES ACTUALLY PAID BY CUSTOMER TO TRADEFORCE PROS FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY, AND (B) [TWENTY-FIVE THOUSAND U.S. DOLLARS (US $25,000)]; PROVIDED THAT, IF THAT AMOUNT IS LESS THAN [FIVE HUNDRED U.S. DOLLARS (US $500)], THE CAP IS [FIVE HUNDRED U.S. DOLLARS (US $500)]. The existence of more than one claim does not enlarge this cap.

14.4 Exclusions from the limits. Sections 14.1 and 14.3 do not limit (a) Customer's obligation to pay fees; (b) Customer's indemnity obligations under Section 15; (c) Customer's liability for breach of Section 5 or Section 8 or for infringing or misappropriating our intellectual property; or (d) either party's liability for its fraud, gross negligence or willful misconduct, or any liability that cannot be limited under applicable law.

14.5 Basis of the bargain. The parties agree that the fees reflect the allocation of risk in Sections 13, 14 and 15, that these limitations are an essential basis of the bargain, that they were reasonable and freely agreed between businesses, and that we would not provide the Service without them. They apply even if any limited remedy fails of its essential purpose.

14.6 Claims against our people. No member, manager, employee or contractor of Tradeforce Pros has any personal liability to Customer under or relating to this Agreement; Customer will bring any claim only against Tradeforce Pros, LLC.

15. Indemnification

15.1 By Customer. Customer will defend, indemnify and hold harmless Tradeforce Pros and its members, managers, employees and contractors from and against all third-party claims, demands, suits, investigations and proceedings, and all resulting losses, damages, fines, penalties, settlements, costs and reasonable attorneys' fees, arising out of or relating to: (a) Customer Data, including any claim that it infringes or violates anyone's rights or any privacy, marketing or other law, or that Customer lacked the right to provide it; (b) any proposal, document, price, offer, contract, scope, warranty or other Output that Customer or its Users sent, signed, relied on or performed, including any claim by Customer's customers, prospects, subcontractors or suppliers; (c) Customer's or its Users' breach of these Terms or the Acceptable Use Policy, or violation of law; (d) any dispute between Customer and its current or former Users, employees or Owners; and (e) Customer's work, services, products and premises. This indemnity is limited to claims arising from Customer's business and its use of the Service and does not require Customer to indemnify us for our own negligence.

15.2 By Tradeforce Pros. We will defend Customer against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and pay damages finally awarded or agreed in settlement by us. We have no obligation for claims arising from Customer Data, Output, Third-Party Services, combinations with items we did not provide, modifications not made by us, or use in breach of these Terms. If the Service is or may become subject to such a claim, we may procure a right to continue, modify the Service to be non-infringing, or terminate and refund prepaid fees for the unused period. This Section 15.2 states our entire liability, and Customer's exclusive remedy, for infringement claims, and is subject to Section 14.3.

15.3 Procedure. The party seeking indemnity will (a) give prompt written notice of the claim (delay relieves the indemnifier only to the extent prejudiced), (b) give the indemnifier sole control of the defense and settlement, except that no settlement may impose any admission or obligation (other than payment) on the indemnified party without its consent, not to be unreasonably withheld, and (c) provide reasonable cooperation at the indemnifier's expense. The indemnified party may participate with its own counsel at its own expense.

16. Third-Party Services

The Service uses or links to Third-Party Services (for example Stripe for payments, Google Maps Platform for address suggestions, and the providers on our Subprocessor List). Third-Party Services you use directly (for example Stripe Checkout, Microsoft Word, your email) are governed by their own terms and privacy policies. We are not responsible for Third-Party Services or for any loss caused by them, other than our responsibility for our Subprocessors as stated in the DPA. Address suggestions are provided by Google and may be inaccurate; verify every address.

17. Data protection

The DPA forms part of these Terms and governs our processing of personal information in Customer Data. Our handling of Users' account information, and of visitors to our websites, is described in the Privacy Policy. If there is a conflict on a data-protection matter, the DPA controls.

18. Changes to these Terms

18.1 Material changes. If we make a change that materially and adversely affects your rights or obligations (for example to fees, the limitation of liability, indemnity, dispute resolution, or how we use Customer Data), we will email the Owner(s) at least thirty (30) days before it takes effect, and from the effective date the Service will ask each Owner (and, where the change affects Users, each User) to accept the updated Terms before continuing to use the Service (Billing, Settings and sign-out remain available). If you do not accept, you may cancel and, for a prepaid term, receive a pro-rata refund for the unused period; until you accept or cancel, the prior Terms continue to govern any paid term already in progress, and access may be limited to Billing and export on request.

18.2 Minor changes. We may make changes that are not material (for example clarifications, corrections, formatting, contact details, or adding a Subprocessor under the DPA's notice process) by posting the updated Terms with a new version number and showing an in-app notice. Your continued use after the effective date is acceptance.

18.3 No retroactive effect. No change applies to a dispute that arose before the change takes effect.

18.4 Versions. Each version is published with its version number and effective date, and past versions remain available at our legal page.

19. Governing law, venue and disputes

19.1 Governing law. This Agreement and every dispute arising out of or relating to it or the Service is governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (in any form enacted) do not apply.

19.2 Informal resolution first. Before filing a claim (other than for non-payment, injunctive relief, or intellectual-property misuse), a party will give the other written notice describing the dispute, and the parties' representatives will try in good faith to resolve it for thirty (30) days.

19.3 Exclusive venue. Every action arising out of or relating to this Agreement or the Service will be brought exclusively in the state courts located in [HOME COUNTY] County, North Carolina (or, if eligible, the North Carolina Business Court), or the United States District Court for the [Eastern / Middle / Western] District of North Carolina sitting nearest that county, and each party consents to personal jurisdiction and venue there and waives any objection of inconvenient forum. Either party may seek injunctive relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction.

19.4 Individual claims only — no class actions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.

19.5 Jury trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE. The parties acknowledge that North Carolina law (N.C. Gen. Stat. § 22B-10) may make a pre-dispute jury waiver unenforceable; if so, this Section 19.5 does not apply, and the remainder of this Section 19 is unaffected.

19.6 ONE-YEAR DEADLINE TO SUE. ANY LAWSUIT OR OTHER LEGAL ACTION BY CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, UNDER ANY THEORY, INCLUDING ANY CLAIM UNDER N.C. GEN. STAT. § 75-1.1, MUST BE FILED IN A COURT WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED. This does not shorten any period for us to collect fees owed.

19.7 Prevailing party. In any action to enforce this Agreement, the prevailing party may recover its reasonable attorneys' fees and costs, to the extent permitted by law (including N.C. Gen. Stat. § 6-21.6, where applicable).

20. General

20.1 Entire agreement; order of precedence. These Terms, the Order Form(s), the DPA and the other Policies are the entire agreement between the parties on their subject and supersede all prior and contemporaneous agreements, proposals, statements and representations, written or oral. If they conflict, the order of precedence is: (1) a signed Order Form's expressly negotiated terms; (2) the DPA (on data-protection matters); (3) these Terms; (4) the other Policies. Terms in any purchase order or other document you provide do not apply, even if we accept it.

20.2 Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. We may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or of the business line, on notice to you. Any prohibited assignment is void. This Agreement binds permitted successors and assigns.

20.3 Notices. We may give notices by email to the Owner(s) and billing contact on your Account, by in-app notice, or by posting on our legal page for notices of general application. Email notice is effective when sent. You must send legal notices to [legal@tradeforcepros.com] with a copy to [MAILING ADDRESS]; they are effective on receipt. You are responsible for keeping your Owner and billing email addresses current.

20.4 Severability; reformation. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and reformed to the minimum extent needed to make it enforceable (including, for Section 14.3, by substituting the lowest cap a court will enforce), and the rest of this Agreement remains in effect.

20.5 No waiver. A failure or delay in enforcing any provision is not a waiver.

20.6 Force majeure. Neither party is liable for any failure or delay (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, hurricane, epidemic, war, terrorism, riot, government action, labor disputes (other than of the affected party's own staff), power, internet or telecommunications failures, cyberattacks not caused by the affected party's failure to maintain reasonable security, and failures of hosting, cloud or other third-party providers. If such an event prevents us from providing the Service for more than thirty (30) consecutive days, either party may terminate the affected subscription, and we will refund prepaid fees for the unused period.

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

20.8 No third-party beneficiaries. There are no third-party beneficiaries, except the persons protected by Sections 14.6 and 15.1. Customer's customers and contacts are not third-party beneficiaries.

20.9 Export and sanctions. You will not use or permit use of the Service in violation of U.S. export-control or sanctions laws, or by any person on a U.S. government restricted-party list, or from any embargoed country. The Service is intended for use in the United States.

20.10 Publicity. We may identify Customer by name and logo as a customer unless Customer opts out by email. [Optional — delete if not wanted.]

20.11 Interpretation. Headings are for convenience. "Including" means "including without limitation." Each party had the opportunity to review these Terms, and no provision is construed against the drafter.

20.12 Contact. [Tradeforce Pros, LLC], [MAILING ADDRESS], [legal@tradeforcepros.com].