LEGAL / TERMS · DOCUMENT 02

The rules of
working together.

These terms govern platform access, managed services, account use, billing, refunds, compliance, data handling, liability, dispute procedures, and related commercial obligations. For any conflict, signed agreements control.

These Terms are intended to be operationally complete for software and managed-service use. You should still have qualified counsel review final enforceability in each jurisdiction where you operate.

Key Contract Highlights

Comprehensive coverage of subscriptions, billing, taxes, cancellations, and non-refund defaults with clear payment authorization rules
Detailed obligations for lawful communications, consent management, and third-party telecom or email provisioning dependencies
Expanded treatment of data processing, retention, deletion, security incidents, and customer governance responsibilities
Clear allocation of risk across intellectual property, indemnification, liability limits, and dispute-resolution pathways
Explicit rules for websites, domains, publishing rights, integrations, AI-assisted workflows, and operational accuracy controls
Robust legal mechanics for suspension, termination, survivability, assignments, force majeure, and contractual amendments

1. Acceptance, Contract Formation, and Priority of Documents

These Terms form a binding contract governing access to and use of Tradalytix Marketing software and related services.

1.1By creating an account, purchasing services, or using any part of the platform, you agree to these Terms and all referenced policies.
1.2If you use the platform on behalf of a business entity, you represent that you have authority to bind that entity to these Terms.
1.3If there is a signed Master Services Agreement, Order Form, or Statement of Work, that signed document controls over conflicting public terms.
1.4If there is no signed superseding agreement, these Terms are the complete legal basis for platform and service use.
1.5You may not use the platform where use is prohibited by law, court order, or contractual obligations applicable to your organization.
1.6Your continued use after a posted update constitutes acceptance of updated Terms to the extent allowed by law.
1.7If you do not agree to these Terms, you must immediately stop using all services and close your account.
1.8No oral statements, marketing pages, or informal communications modify these Terms unless incorporated in a signed writing.

2. Definitions and Interpretation

Defined terms clarify legal scope, responsibilities, remedies, and operational boundaries.

2.1Platform means Tradalytix Marketing applications, websites, APIs, software modules, integrations, and automation systems made available to customers.
2.2Services means onboarding, implementation, support, consulting, managed marketing execution, and professional work described in purchased plans or written orders.
2.3Customer Data means data, files, records, messages, media, and metadata submitted by or on behalf of Customer through the platform.
2.4Authorized User means an individual permitted by Customer to access the platform under Customer account credentials or delegated roles.
2.5Third-Party Service means any external provider, tool, processor, carrier, registrar, ad network, or system not owned or operated by Tradalytix Marketing.
2.6Order Form means any accepted quote, checkout transaction, purchase record, or signed commercial document identifying scope and price.
2.7Business Day means Monday through Friday excluding recognized banking holidays in the principal operating jurisdiction of Tradalytix Marketing.
2.8Headings are for convenience only and do not alter the legal interpretation of any section or clause.

3. Eligibility, Legal Capacity, and Restricted Use

Users must have legal capacity and may not use the services for prohibited or unauthorized purposes.

3.1You must be legally capable of entering contracts in your jurisdiction to create or operate an account.
3.2Accounts for minors are not permitted unless expressly authorized by law and supervised by a legal guardian with contracting authority.
3.3You may not use the platform for unlawful surveillance, harassment, fraud, deceptive marketing, or other prohibited conduct.
3.4You may not use the platform in sanctioned territories or in violation of export control, sanctions, or trade restriction laws.
3.5You may not impersonate another person or entity or misrepresent affiliation, credentials, or business authorization.
3.6You are responsible for ensuring each Authorized User has legal authority and business necessity to access the data and tools provided.
3.7Tradalytix Marketing may reject registrations, block jurisdictions, or deny access where required for legal, risk, or compliance reasons.
3.8Eligibility requirements apply continuously throughout account use, not only at initial signup.

4. Accounts, Credentials, and Security Responsibilities

Customer is responsible for secure account administration, user access controls, and prompt incident reporting.

4.1You must provide accurate account information and keep administrative, billing, and security contacts current.
4.2You are responsible for all activity under your account, including actions by employees, contractors, temporary staff, and external agencies.
4.3You must implement commercially reasonable controls including strong passwords, multi-factor authentication, role-based access, and timely offboarding.
4.4Credential sharing across unauthorized individuals is prohibited and may result in suspension or security restrictions.
4.5You must notify Tradalytix Marketing without unreasonable delay if you suspect credential compromise or unauthorized access.
4.6Tradalytix Marketing may require credential rotation, access resets, or temporary restrictions to contain security risk.
4.7Customer is responsible for internal audit logs, approval workflows, and supervision of high-privilege administrative actions.
4.8Failure to follow basic security hygiene may limit available remedies for account misuse events caused by customer negligence.

5. License Grant and Acceptable Use

The platform is licensed for internal business operations and is subject to anti-abuse and legal compliance restrictions.

5.1Subject to payment and compliance, Tradalytix Marketing grants a limited, non-exclusive, non-transferable, revocable license to use the platform.
5.2Customer may not sell, resell, sublicense, rent, lease, timeshare, or commercially exploit platform access except as expressly authorized in writing.
5.3You may not reverse engineer, decompile, disassemble, or attempt to derive source code except where non-waivable law expressly permits it.
5.4You may not use bots, scraping, or traffic patterns that materially degrade performance or harm service stability for other customers.
5.5You may not upload malware, malicious code, unlawful content, infringing materials, or deceptive communication assets.
5.6You may not bypass access controls, usage limits, or security protections implemented for platform safety and integrity.
5.7You must comply with all applicable laws relating to marketing, communications, labor, privacy, and financial operations in each jurisdiction served.
5.8Violation of acceptable use may result in immediate suspension, data quarantine, feature restriction, or termination.

6. Service Scope, Deliverables, and Change Control

Deliverables, timelines, and obligations are limited to purchased scope and approved written changes.

6.1Services are limited to features, modules, deliverables, and workstreams explicitly included in purchased plans or signed SOW documents.
6.2Requests outside agreed scope may require additional fees, revised timelines, and written approval before execution begins.
6.3Estimated launch dates, campaign timelines, and implementation schedules are targets and not guarantees unless explicitly committed in writing.
6.4Customer delays in approvals, content submission, access grants, or integration credentials may extend project timelines without breach by Tradalytix Marketing.
6.5Feature sets may evolve and may include replacements, consolidations, or deprecations made to improve security, performance, or maintainability.
6.6No verbal commitment modifies commercial scope, acceptance criteria, or legal responsibilities.
6.7Customer must designate decision-makers with authority to approve requirements, revisions, and delivery milestones.
6.8Where acceptance criteria are defined, deliverables are deemed accepted if no material rejection notice is provided within the stated review window.

7. Subscriptions, Plan Terms, and Renewal Mechanics

Subscription plans renew automatically unless canceled in accordance with required notice and billing rules.

7.1Subscriptions begin on the activation date shown in the order record and continue for the selected billing period.
7.2Plans renew automatically at the end of each term unless canceled before renewal according to account or contract notice requirements.
7.3Downgrades, seat reductions, and feature removals may take effect at the next billing cycle unless otherwise stated in writing.
7.4Upgrades and add-ons may be prorated and billed immediately or at cycle boundaries depending on billing configuration.
7.5Promotional pricing, discounts, and introductory rates expire at the end of the promotional period and then revert to standard rates.
7.6Customer is responsible for monitoring renewal schedules and plan changes in the account billing area.
7.7If a plan includes minimum term commitments, early cancellation does not eliminate liability for committed minimum amounts.
7.8Renewal of third-party pass-through services may be subject to separate terms imposed by upstream providers.

8. Fees, Billing, Taxes, and Payment Authorization

Customer authorizes recurring and usage-based charges and remains responsible for taxes and related processor costs.

8.1Customer authorizes Tradalytix Marketing and its processors to charge subscription, usage, setup, professional service, and overage fees.
8.2All fees are stated exclusive of taxes unless expressly noted otherwise in the applicable order or invoice.
8.3Customer is responsible for applicable sales, use, VAT, GST, telecommunications, and similar taxes imposed on purchased services.
8.4Customer is responsible for payment method validity, account funding, and timely resolution of declined or failed transactions.
8.5Invoices are due on the schedule stated in the order record or invoice terms and are payable without unauthorized setoff.
8.6Late balances may accrue finance charges at the lesser of one and one-half percent per month or the maximum lawful rate.
8.7Customer is responsible for reasonable costs of collection including processor penalties, chargeback penalties, agency fees, and legal fees where permitted by law.
8.8Failure to pay may result in suspension, reduced functionality, delayed service delivery, or termination.

9. Refunds, Cancellations, Credits, and Chargebacks

Refund rights are limited and vary by service type, usage status, and explicit written commitments.

9.1Except where required by law or expressly committed in writing, fees are non-refundable once a billing cycle starts or work begins.
9.2Implementation, migration, strategy, custom development, and onboarding fees are non-refundable after resource allocation begins.
9.3Media spend, telecom purchases, registrar fees, domain costs, and third-party pass-through charges are non-refundable once committed.
9.4Cancellation stops future renewals but does not reverse accrued charges, committed minimums, or completed work invoices.
9.5Any granted service credit is discretionary unless contractually guaranteed, has no cash value, and may expire under posted credit terms.
9.6Customers must use good-faith support escalation before filing chargebacks for billing disputes.
9.7Improper or abusive chargebacks may result in account suspension and recovery actions for disputed amounts and associated costs.
9.8If a chargeback is resolved in favor of Tradalytix Marketing, Customer remains liable for principal, penalties, and administrative costs.

10. Trials, Promotional Offers, and Beta Access

Trial and promotional terms are limited-duration offers that may convert to paid plans unless canceled on time.

10.1Free trials and promotional periods are offered at Tradalytix Marketing discretion and may be modified, restricted, or withdrawn.
10.2Trial features may differ from paid plans and may include caps on users, messages, websites, or integrations.
10.3If a payment method is required for a trial, billing may begin automatically at trial end unless canceled before the cutoff time.
10.4Promotional discounts apply only for the stated term and do not create a right to perpetual discounted pricing.
10.5Trial data and configurations may be deleted if account conversion does not occur within the retention period stated at signup.
10.6Abuse of trial programs, including repeat account cycling to avoid payment, is prohibited.
10.7Beta access is provided as-is and may include defects, temporary instability, or limited support coverage.
10.8Nothing in a trial or promotion changes legal obligations for acceptable use, compliance, or payment of non-promotional charges.

11. Telephony, Messaging, Email, Domains, and Provisioning Dependencies

Provisioning outcomes depend on third-party approvals, carrier policies, registrar controls, and technical configuration accuracy.

11.1Phone number procurement, sender identity setup, and messaging throughput are subject to carrier, regulator, and provider approval processes.
11.2Messaging use requires lawful consent collection, compliant opt-out handling, and adherence to applicable telemarketing and anti-spam rules.
11.3Email deliverability depends on DNS authentication, sender reputation, list hygiene, and recipient system filtering policies.
11.4Customer remains responsible for domain registration, renewal, registrar security, and DNS zone control.
11.5DNS misconfiguration can interrupt website publishing, SSL issuance, email routing, verification, and tracking functions.
11.6Provisioning delays or denials by carriers, registrars, or providers are outside Tradalytix Marketing direct control.
11.7Customer must provide truthful and complete business verification information required by external providers.
11.8Tradalytix Marketing may suspend communication channels that risk abuse, legal violations, or carrier enforcement action.

12. Website Generation, Content Publication, and Brand Materials

Customer controls final publication decisions and is responsible for legal rights and content accuracy.

12.1Customer is responsible for reviewing and approving website copy, images, offers, and legal disclosures before publishing.
12.2Customer represents it owns or has rights to all logos, trademarks, media, and text submitted for use.
12.3Customer must ensure public claims and service representations are accurate, non-deceptive, and legally compliant.
12.4Tradalytix Marketing may remove or disable published content that appears unlawful, infringing, malicious, or materially risky.
12.5Customer is responsible for maintaining jurisdiction-specific legal pages such as privacy notices, consent language, and required disclosures.
12.6Website availability may depend on third-party hosting, CDN services, DNS status, and external network conditions.
12.7Customer bears responsibility for backup copies of customer-authored content not otherwise guaranteed under signed retention terms.
12.8Domain transfer, delegation, or registrar lock issues can delay or prevent go-live events without constituting breach by Tradalytix Marketing.

13. Data Processing, Privacy, and Information Governance

Data is processed for service delivery, security, and improvement under lawful processing and governance obligations.

13.1Customer grants Tradalytix Marketing permission to process Customer Data solely for contracted service delivery, support, operations, and security.
13.2Each party will implement technical and organizational safeguards appropriate to data sensitivity and risk profile.
13.3Customer is responsible for providing required notices and obtaining required consents from end users, employees, and contacts.
13.4Where legally required, parties will execute supplementary data processing terms, transfer mechanisms, or regional addenda.
13.5Tradalytix Marketing may use de-identified and aggregated data for analytics, capacity planning, quality improvement, and abuse prevention.
13.6Personal data requests from data subjects may require Customer cooperation to validate identity, legal basis, and scope of request.
13.7Retention and deletion schedules may vary by data type, legal requirement, support need, and system architecture constraints.
13.8Customer remains responsible for determining whether platform configuration meets sector-specific privacy obligations.

14. Security Program, Incident Response, and Breach Notification

Security controls and incident response procedures are designed for commercially reasonable protection, not absolute immunity.

14.1Tradalytix Marketing maintains an ongoing security program that includes access controls, monitoring, and vulnerability management practices.
14.2No system is fully immune from security threats, and Customer acknowledges residual risk inherent to internet-based services.
14.3Customer must promptly report suspected incidents involving account compromise, API misuse, or unauthorized data exposure.
14.4Upon confirmation of a qualifying incident affecting Customer Data, Tradalytix Marketing will provide notice as required by law and contract.
14.5Incident notices may be delayed where necessary to preserve forensic integrity, contain harm, or comply with legal directives.
14.6Customer cooperation may be required for containment, remediation, communication, and regulatory response tasks.
14.7Security obligations do not include liability for incidents caused by customer misconfiguration, insecure credentials, or non-compliant third-party services.
14.8Post-incident corrective actions may include forced resets, key rotation, access restriction, architecture changes, and workflow hardening.

15. Regulatory Compliance and Legal Responsibility Allocation

Customer is responsible for legal compliance in all jurisdictions and sectors where it operates.

15.1Customer is responsible for compliance with consumer protection, privacy, telemarketing, employment, tax, and advertising laws.
15.2Customer must maintain required professional licenses, permits, insurance, and certifications applicable to its services and jurisdictions.
15.3Customer is solely responsible for lawful consent capture, preference management, opt-out handling, and recordkeeping.
15.4Customer must not use the platform to engage in discriminatory practices, unlawful profiling, or prohibited industry conduct.
15.5Tradalytix Marketing may decline or remove requested workflows that appear unlawful, deceptive, or high-risk.
15.6Any compliance suggestions provided by Tradalytix Marketing are informational only and do not constitute legal advice.
15.7Customer must perform independent legal review before deploying regulated workflows in new jurisdictions or channels.
15.8If authorities request information related to Customer conduct, Tradalytix Marketing may cooperate to the extent required by law.

16. Restricted Industries and High-Risk Activities

Certain use cases require prior approval or are prohibited due to legal, fraud, or reputational risk.

16.1Use in industries involving unlawful financial schemes, counterfeit products, or prohibited substances is strictly forbidden.
16.2Activities involving unauthorized debt collection tactics, false guarantees, or deceptive earnings claims are prohibited.
16.3Use for political campaign operations may require additional review and may be limited based on provider or legal restrictions.
16.4Services involving adult content, weapons, gambling, or regulated healthcare claims may require enhanced review or may be disallowed.
16.5Customer may not use automation to impersonate emergency services, government agencies, or licensed professionals.
16.6Tradalytix Marketing may require enhanced due diligence for high-volume messaging, financial promotions, or sensitive demographic targeting.
16.7Failure to disclose high-risk business activities can result in immediate suspension or termination.
16.8Approval for a use case may be withdrawn if risk profile materially changes or legal standards evolve.

17. APIs, Integrations, and Third-Party Service Dependencies

Integration functionality depends on external APIs, provider policies, and customer-managed credentials.

17.1API credentials are confidential and must be stored securely with least-privilege access controls.
17.2Tradalytix Marketing may enforce quotas, burst controls, or throttling to preserve reliability and prevent abuse.
17.3Customer may not circumvent limits, probe private endpoints, or misuse APIs in ways that impair service integrity.
17.4Third-party APIs may change, degrade, or discontinue features without notice, impacting connected workflows.
17.5Customer is responsible for mapping accuracy, data normalization, and reconciliation when synchronizing across systems.
17.6Tradalytix Marketing is not responsible for outages, policy changes, suspensions, or deprecations imposed by third-party providers.
17.7Integration credentials may be rotated or revoked upon suspected compromise, abuse, or legal compliance concerns.
17.8Customer must maintain active and compliant third-party accounts required for connected functionality.

18. Automation, AI-Assisted Workflows, and Human Review

AI-generated outputs are assistive and require human validation for legal, factual, and reputational safety.

18.1AI and automation features may generate content, recommendations, and operational actions based on available inputs and model behavior.
18.2Customer is responsible for reviewing outputs before publication, deployment, or legally significant business use.
18.3Customer remains solely responsible for factual accuracy, regulatory compliance, and claim substantiation in generated materials.
18.4Customer may not use automation to produce unlawful, misleading, threatening, or rights-infringing content.
18.5Model outputs may contain inaccuracies, outdated information, or formatting errors and are not guaranteed to be complete.
18.6Tradalytix Marketing may log prompts and output telemetry for security, quality, and abuse-prevention purposes as permitted by law.
18.7Beta automation capabilities may change rapidly and may be discontinued without backward compatibility guarantees.
18.8AI features do not substitute professional legal, accounting, medical, or engineering advice.

19. Financial Operations, Accounting Views, Banking, and Payroll Workflows

Financial and payroll tooling supports operations but does not replace licensed professional advice or regulated provider duties.

19.1Accounting dashboards and financial reports are operational aids and are not certified financial statements.
19.2Customer is responsible for reconciliations, approvals, controls, bookkeeping standards, and statutory filings.
19.3Payroll and banking-related workflows may depend on regulated third-party services with independent underwriting and risk controls.
19.4Settlement schedules, reserve policies, and payout delays may be imposed by banks, card networks, or processors.
19.5Customer must verify tax treatment, wage compliance, classification rules, and local payroll obligations with qualified advisors.
19.6Tradalytix Marketing is not a bank, payroll processor of record, broker-dealer, tax advisor, or fiduciary unless expressly contracted as such.
19.7Customer is responsible for accuracy of account numbers, routing details, payroll profile data, and payee identity information.
19.8Tradalytix Marketing is not liable for losses resulting from customer input errors, fraudulent instructions, or third-party payment reversals.

20. Vendor Directory, Purchase Orders, and Procurement Tools

Vendor and procurement modules facilitate workflow management and do not guarantee vendor performance or contract outcomes.

20.1Vendor listings, ratings, and profile information may originate from customer input or third-party sources and may not be complete.
20.2Customer is responsible for vendor due diligence, contract negotiation, pricing validation, and compliance checks.
20.3Purchase order tools are workflow aids and do not independently create legal obligations absent customer acceptance and authorization.
20.4Customer remains responsible for approvals, spending limits, segregation of duties, and internal control frameworks.
20.5Tradalytix Marketing is not liable for vendor defaults, delays, quality defects, or disputes arising from customer-vendor contracts.
20.6Customer must ensure procurement actions comply with anti-corruption, sanctions, and internal procurement policies.
20.7Vendor data retention and deletion may depend on accounting, audit, and legal hold requirements.
20.8Disputes regarding vendor services are between Customer and vendor unless otherwise expressly agreed in writing.

21. Customer Records, Pricebooks, and Operational Data Accuracy

Operational records are managed by customer teams and must be kept accurate for lawful business use.

21.1Customer is responsible for maintaining accurate client records, service catalogs, pricing tables, and operational notes.
21.2Automations and analytics may rely on customer-entered fields and can produce incorrect outcomes if source data is inaccurate.
21.3Customer must establish internal review cycles for pricing updates, tax treatment, service eligibility, and discount logic.
21.4Tradalytix Marketing does not guarantee that customer-entered values conform to local legal requirements or contractual commitments.
21.5Historical record changes should be controlled through customer-defined approval and audit procedures where required.
21.6Customer bears responsibility for communicating final prices, fees, and terms to end customers before transaction acceptance.
21.7Tradalytix Marketing may preserve audit logs of data changes for security, support, and system integrity purposes.
21.8Customer must ensure data usage for personalization, targeting, and outreach remains lawful and consent-based.

22. Team Management, Personnel Data, and Workplace Use

Workforce-related modules require lawful handling of employee and applicant data and fair internal governance.

22.1Customer represents it has lawful authority to collect and process employee, contractor, and applicant data entered into the platform.
22.2Customer is responsible for labor law, anti-discrimination, and workplace privacy compliance in each operating jurisdiction.
22.3Performance metrics and scorecards are management aids and should be used with documented, fair, and consistently applied internal standards.
22.4Customer must configure access controls to prevent unauthorized viewing of sensitive HR, compensation, or disciplinary information.
22.5Customer is solely responsible for hiring, termination, compensation, and disciplinary decisions informed by platform data.
22.6Tradalytix Marketing is not the employer of record and does not assume employee-management legal obligations.
22.7Customer should maintain retention policies for personnel data consistent with legal obligations and internal governance requirements.
22.8Any candidate communications sent through automation must comply with consent and fair hiring communication laws.

24. Intellectual Property Ownership and Permitted Rights

Each party retains ownership of its pre-existing intellectual property, with limited licenses needed for service operation.

24.1Tradalytix Marketing retains all rights in platform software, architecture, methods, templates, and proprietary operational know-how.
24.2Customer retains ownership of Customer Data and customer-provided trademarks, logos, and original content.
24.3Customer grants Tradalytix Marketing a limited license to use customer-provided materials solely to deliver contracted services.
24.4No transfer of ownership occurs by virtue of platform access, support delivery, or payment of subscription fees.
24.5Customer represents that uploaded assets do not infringe third-party rights and that it has all permissions required for use.
24.6Feedback and enhancement suggestions may be used by Tradalytix Marketing without royalty or attribution obligations unless agreed otherwise in writing.
24.7Any rights not expressly granted are reserved by the owning party.
24.8Unauthorized use of party trademarks, trade names, or brand assets is prohibited except as expressly permitted.

25. Copyright Complaints and Takedown Process

25.1A rights holder may submit a copyright complaint identifying the allegedly infringing material and legal basis for the claim.
25.2Upon receiving a facially valid complaint, Tradalytix Marketing may remove, disable, or limit access to disputed content.
25.3Affected customers may submit a lawful counter-notice where permitted by applicable law.
25.4False or bad-faith notices may create legal liability for the complaining party under applicable law.
25.5Tradalytix Marketing may terminate accounts associated with repeat or egregious infringement patterns.
25.6Copyright handling timelines may vary based on legal review, jurisdiction, and volume of requests.
25.7This process does not adjudicate ownership and does not replace court or administrative remedies.
25.8Customer remains responsible for obtaining all licenses and permissions needed for uploaded or published content.

26. Confidentiality and Non-Public Information

Both parties must protect non-public information and limit use to contract performance.

26.1Each party must protect the other party confidential information using at least reasonable care and no less than the care used for its own sensitive data.
26.2Confidential information may be used only for purposes of performing obligations and exercising rights under these Terms.
26.3Access to confidential information must be restricted to personnel and contractors with a legitimate need and binding confidentiality duties.
26.4Confidentiality obligations do not apply to information that is public without breach, independently developed, or lawfully received from third parties.
26.5Required legal disclosures are permitted if the receiving party provides notice where legally allowed and seeks protective treatment where appropriate.
26.6Upon termination, each party must return or securely destroy confidential information as required by law, contract, and operational retention policy.
26.7Unauthorized disclosure can cause irreparable harm and may justify injunctive relief in addition to damages.
26.8Confidentiality obligations survive termination for the period stated in a signed agreement or, if not stated, for a commercially reasonable period.

27. Support, Maintenance, and Service Availability

Support and availability commitments are governed by purchased plan terms and documented SLA commitments.

27.1Support channels, business hours, and target response windows depend on plan tier and any specific SLA documentation.
27.2Routine maintenance, emergency patches, infrastructure incidents, and provider outages may temporarily affect availability.
27.3Customer must provide sufficient issue details, reproduction steps, and access permissions required for troubleshooting.
27.4Tradalytix Marketing is not responsible for failures caused by customer devices, networks, registrars, or third-party systems.
27.5Temporary service degradation may occur during scaling, migration, upgrades, or security hardening activities.
27.6If a signed SLA provides service credits, those credits are the exclusive remedy for qualifying availability breaches.
27.7No oral assurances create enforceable uptime guarantees unless included in signed written terms.
27.8Planned maintenance windows will be communicated when reasonably practicable, subject to emergency exceptions.

28. Limited Warranties and Disclaimers

Services are provided on an as-available basis, with limited express warranties and broad lawful disclaimers.

28.1Tradalytix Marketing warrants that professional services will be delivered in a workmanlike manner consistent with general industry practice.
28.2Except as expressly stated, platform and services are provided as-is and as-available without implied warranties.
28.3Implied warranties including merchantability, fitness for a particular purpose, and non-infringement are disclaimed to the maximum extent permitted by law.
28.4Customer acknowledges that business outcomes depend on many external factors beyond Tradalytix Marketing control.
28.5No guarantee is made regarding lead volume, conversion rates, rankings, revenue targets, or uninterrupted operation.
28.6Customer is responsible for validating output suitability for its specific operational, legal, and commercial context.
28.7Advice, guidance, and recommendations are informational and do not create warranties unless expressly included in a signed contract.
28.8Some jurisdictions limit warranty disclaimers, so certain disclaimers may apply only to the extent legally enforceable.

29. Limitation of Liability

Liability is contractually limited to allocate risk proportionately to fees paid and service nature.

29.1To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive, or consequential damages.
29.2Excluded damages include lost profits, lost revenue, lost business opportunity, goodwill loss, data loss, and business interruption.
29.3Tradalytix Marketing aggregate liability for all claims arising from these Terms will not exceed amounts paid by Customer in the twelve months preceding the claim.
29.4Where claims relate to a shorter service period, liability may be limited to the amounts paid during that shorter period.
29.5Liability limits apply regardless of legal theory including contract, tort, negligence, strict liability, or statutory claim.
29.6The parties agree these limits are a material part of the commercial bargain and pricing structure.
29.7Nothing in these Terms excludes liability that cannot be excluded under applicable law.
29.8Any claim must be supported by reasonably specific evidence of causation and quantifiable harm.

30. Indemnification and Third-Party Claims

Each party bears responsibility for third-party claims tied to its own conduct, materials, and legal obligations.

30.1Customer will defend, indemnify, and hold harmless Tradalytix Marketing against third-party claims arising from Customer Data, customer content, or customer instructions.
30.2Customer indemnity includes claims involving unlawful communications, consent failures, deceptive marketing, and infringement in customer-provided assets.
30.3Tradalytix Marketing will defend Customer against third-party claims alleging the unmodified platform infringes valid third-party intellectual property rights.
30.4Indemnified party must provide prompt notice and reasonable cooperation, with failure reducing obligations only to the extent materially prejudiced.
30.5Indemnifying party controls defense and settlement, but may not impose admissions, non-monetary obligations, or liability on indemnified party without consent.
30.6If infringement is alleged, Tradalytix Marketing may modify, replace, or discontinue affected functionality and provide reasonable alternatives where practical.
30.7Indemnity obligations do not apply to claims caused by customer modifications, unauthorized combinations, or use outside documented scope.
30.8Indemnity rights are subject to the exclusions and liability limits stated in these Terms unless prohibited by law.

31. Suspension, Termination, and Post-Termination Obligations

Access may be suspended for risk or non-payment, and termination rights are defined with post-termination consequences.

31.1Tradalytix Marketing may suspend access immediately for material security threats, legal non-compliance, or significant payment default.
31.2Either party may terminate for material breach if not cured within a commercially reasonable notice period where cure is feasible.
31.3Termination does not relieve Customer of obligations for accrued charges, committed minimums, or third-party costs already incurred.
31.4Upon termination, licenses granted to Customer end and platform access may be disabled without further notice where legally permitted.
31.5Customer should export required data before termination effective date or within any offered post-termination retrieval window.
31.6After retention windows expire, data may be deleted, anonymized, or archived according to legal and operational retention policies.
31.7Sections that by nature should survive termination remain in effect, including payment, IP, confidentiality, indemnity, and liability limits.
31.8Termination remedies are cumulative and do not waive other legal or equitable rights available under law or contract.

32. Data Retention, Export, and Deletion

Retention and deletion are governed by service architecture, legal obligations, and customer export responsibilities.

32.1Customer is responsible for exporting critical business records at intervals aligned with its continuity and compliance requirements.
32.2Retention duration may vary by module, log type, backup cycle, legal hold status, and contractual obligations.
32.3Deletion requests may require identity verification, ownership confirmation, and legal basis validation before execution.
32.4Certain records may be retained where required for tax, audit, dispute resolution, fraud prevention, or legal compliance purposes.
32.5Data deletion from production systems may not immediately remove archived or backup copies maintained on rolling schedules.
32.6Customer must ensure downstream systems and integrated tools receive corresponding deletion or retention actions where required.
32.7Upon termination, Customer data export options may be limited to available formats supported by the platform at that time.
32.8Tradalytix Marketing is not responsible for data loss resulting from Customer failure to perform timely exports before retention expiry.

33. Business Continuity, Backups, and Disaster Recovery

Operational resilience includes backup and recovery processes, but no guarantee of zero-loss or uninterrupted operation.

33.1Tradalytix Marketing maintains business continuity and recovery practices appropriate to platform size, risk profile, and service model.
33.2Recovery objectives may vary by system component and are not guaranteed unless stated in signed SLA commitments.
33.3Backup cadence, retention periods, and restoration capabilities differ by data class and infrastructure constraints.
33.4Customer remains responsible for independent backups of high-value records and legally required archival copies.
33.5Catastrophic events may cause delays, partial restoration, or temporary unavailability beyond normal service windows.
33.6Recovery priorities may focus on security containment and core service restoration before non-critical features.
33.7Tradalytix Marketing may test continuity and recovery plans periodically and update procedures based on observed risk.
33.8Business continuity measures do not eliminate all outage, integrity, or external dependency risks.

34. Publicity, Testimonials, and Reference Rights

Use of customer brand assets in marketing requires permission unless separately authorized in writing.

34.1Tradalytix Marketing will not publicly use Customer trademarks or logos without permission except as otherwise agreed in writing.
34.2If Customer grants approval, Tradalytix Marketing may identify Customer as a client in marketing and sales materials.
34.3Customer may revoke future reference rights with written notice, subject to a reasonable implementation period.
34.4Approved testimonials may be edited for formatting and length without materially changing meaning.
34.5Neither party may imply endorsement of unrelated products, services, or political positions without explicit consent.
34.6Confidential performance metrics may not be published without specific permission and scope definition.
34.7Public case studies must avoid disclosure of protected confidential details unless expressly approved.
34.8Publicity rights do not override confidentiality obligations or legal restrictions.

35. Anti-Bribery, Trade Controls, and Sanctions Compliance

Customer must comply with anti-corruption, export control, and sanctions laws applicable to its operations.

35.1Customer represents that it will not use the platform in violation of anti-bribery or anti-corruption laws.
35.2Customer must not offer or provide unlawful payments, gifts, or benefits to influence regulatory, procurement, or commercial outcomes.
35.3Customer must comply with export control, sanctions, and trade restrictions in all relevant jurisdictions.
35.4Customer must not provide access to prohibited parties or sanctioned entities without required legal authorization.
35.5Tradalytix Marketing may suspend or terminate access where credible sanctions or anti-corruption risk is identified.
35.6Customer must provide compliance certifications or supporting documentation upon reasonable request where risk triggers require review.
35.7Violations of this section are deemed material breaches permitting immediate protective action.
35.8Nothing in these Terms requires either party to perform if doing so would violate applicable sanctions or export laws.

36. Notices, Electronic Communications, and Contact Management

Operational and legal communications may be delivered electronically and are effective upon compliant delivery.

36.1Customer consents to receive account, billing, legal, and operational communications by electronic means.
36.2Notice channels may include in-app alerts, account dashboard notices, and emails to designated contacts.
36.3Customer must maintain current legal and billing contact details and monitor those channels regularly.
36.4Notices are deemed delivered when sent to designated channels, subject to applicable mandatory consumer laws.
36.5Failure to review communications does not invalidate notices that were properly delivered.
36.6Formal legal notices should follow methods specified in signed agreements or current legal contact instructions.
36.7Support tickets and routine operational messages are not formal legal notices unless expressly identified as such.
36.8Customer may request updated notice contact procedures through authorized account channels.

37. Dispute Resolution, Governing Law, and Venue

Disputes follow staged escalation and are resolved under governing law and venue rules stated here or in signed agreements.

37.1Parties will first attempt good-faith resolution through designated business contacts before formal proceedings.
37.2If unresolved, disputes proceed under the dispute process specified in any signed controlling agreement.
37.3Where no signed agreement controls, governing law is the principal operating jurisdiction of Tradalytix Marketing, excluding conflict rules where allowed.
37.4Venue for court proceedings is the competent courts of that jurisdiction unless mandatory law requires another forum.
37.5Either party may seek injunctive relief for confidentiality, security, or intellectual property harms.
37.6To the extent legally enforceable, parties waive participation in class or representative proceedings.
37.7Claims must be brought within applicable legal limitation periods and any shorter enforceable contractual periods.
37.8Nothing limits non-waivable statutory rights that cannot be modified by contract.

38. Force Majeure

Neither party is liable for non-performance caused by extraordinary events beyond reasonable control.

38.1Neither party is responsible for delay or failure caused by events beyond reasonable control.
38.2Qualifying events may include natural disasters, war, civil unrest, public utility failures, carrier disruptions, and major cyber incidents.
38.3Affected party will provide notice when feasible and use reasonable efforts to resume performance quickly.
38.4Force majeure does not excuse payment for services already delivered unless law requires otherwise.
38.5If a force majeure event continues for an extended period and materially frustrates performance, either party may terminate affected services.
38.6Each party remains responsible for commercially reasonable continuity and risk mitigation planning.
38.7Temporary provider outages caused by third parties may qualify as force majeure where control is genuinely absent.
38.8This section does not waive obligations that by law cannot be excused by force majeure.

39. Assignment, Corporate Transactions, and Subcontractors

Contract transfer rules protect parties while allowing legitimate business restructuring and subcontracting.

39.1Customer may not assign these Terms without prior written consent from Tradalytix Marketing except where law prohibits restriction.
39.2Unauthorized assignment is void to the extent permitted by applicable law.
39.3Tradalytix Marketing may assign these Terms in connection with merger, acquisition, reorganization, financing, or sale of substantial assets.
39.4Any permitted successor assumes materially equivalent obligations under these Terms.
39.5Tradalytix Marketing may use subcontractors to perform portions of services while remaining responsible for contracted obligations.
39.6Subcontracting does not create direct contractual privity between Customer and subcontractor absent express written agreement.
39.7Neither party grants third-party beneficiary rights unless expressly stated in writing.
39.8Assignment does not relieve either party of liabilities accrued prior to effective transfer.

40. Changes to Terms, Services, and Pricing

Tradalytix Marketing may update terms, services, and pricing with notice as required by law and contract.

40.1Tradalytix Marketing may update these Terms to reflect legal, operational, or product changes.
40.2Material changes will be communicated through reasonable notice channels before effective date unless urgent legal or security needs apply.
40.3Continued use after effective date constitutes acceptance of revised Terms where permitted by law.
40.4If mandatory law requires explicit consent for certain changes, Tradalytix Marketing will implement the required consent flow.
40.5Service features may be improved, replaced, or deprecated as part of normal product lifecycle management.
40.6Pricing may change at renewal or as otherwise allowed by contract, with required advance notice where applicable.
40.7Customer may stop using services if it does not agree with updated Terms, subject to outstanding payment obligations.
40.8No modification is valid based solely on conflicting purchase order boilerplate unless expressly accepted in writing.

41. Miscellaneous Legal Provisions

Standard contract mechanics ensure continuity and enforceability of the agreement framework.

41.1If any provision is held unenforceable, remaining provisions remain valid and enforceable to the fullest extent allowed by law.
41.2Failure to enforce a right is not a waiver of that right or any future right.
41.3These Terms, together with applicable orders and signed agreements, form the entire agreement on the subject matter covered.
41.4No amendment is effective unless in writing and approved by authorized representatives, except updates expressly permitted under these Terms.
41.5Terms will be interpreted fairly and not strictly against either party based on authorship.
41.6Remedies under these Terms are cumulative unless expressly stated as exclusive.
41.7Sections intended to survive expiration or termination will remain effective according to their nature and purpose.
41.8The English language version governs unless a translated version is expressly designated as controlling in writing.

Questions about legal terms or billing obligations?

Contact our team for contractual clarification, then have your attorney review this document for jurisdiction-specific enforceability and risk posture.

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