Terms of Service

1 Acceptance and clickwrap

These Terms of Service ("Terms") govern your access to and use of Tradia's websites, applications, dashboards, APIs, and managed AI communications services (collectively, the "Service").

Clickwrap acceptance. You accept these Terms by clicking "I agree," "Accept," or similar language in an account-creation or re-acceptance flow, or by otherwise using the Service after we provide reasonably conspicuous notice of these Terms.

Acceptance records. We maintain records reasonably evidencing acceptance, including the date and time of acceptance, document version, UI context, and an integrity hash of the legal document presented.

If you do not agree to these Terms, do not create an account, access, or use the Service.

2 Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" includes that entity.

You may not use the Service if doing so would violate applicable law, sanctions, export restrictions, or contractual restrictions that apply to you.

3 Definitions

• Account means your Service account.
• Customer means the person or entity that creates an Account and controls users, configuration, and data for that Account.
• End User means a recipient or participant in communications sent through or generated by the Service.
• Customer Content means information you or your users upload, submit, transmit, or otherwise make available to the Service, including business rules, preferences, contacts, files, notes, templates, and workflow instructions.
• Conversation Data means message content and related metadata processed in connection with the Service, including message bodies, timestamps, routing, delivery status, and conversation context.
• AI Output means text, summaries, classifications, drafts, recommendations, or suggested actions generated by AI-enabled features of the Service.
• Agent Output means communications, reports, recommendations, summaries, recon notes, sourcing recommendations, classifications, or other output generated by the Service on your behalf or at your direction, including AI Output.
• Agent Configuration means configuration files, prompt templates, operational procedures, workflow specifications, playbooks, and related materials used to define the behavior, knowledge, and capabilities of the Service for your Account.
• Deidentified Data means data derived from Customer Content, Conversation Data, Service usage, or operational metrics that has been deidentified or aggregated so that it cannot reasonably be used to identify you, your business, any End User, or information attributable to a single customer.
• Subprocessor means a third party we engage to process information in order to provide or support the Service.
• Order means an order form, subscription purchase, statement of work, or other commercial document that references these Terms.
• Professional Services means custom implementation, integration, configuration, migration, or consulting services we provide under an Order or statement of work.
• Residual Knowledge means general knowledge, ideas, concepts, know-how, techniques, methodologies, workflow patterns, and experience of a general nature retained by Tradia personnel or embedded in Tradia's tools, systems, and processes as a result of performing the Service, excluding Customer Content and identifiable Confidential Information.
• Tradia Platform IP means the Service, agents, source code, object code, APIs, prompt engineering, system instructions, decision logic, workflow architectures, methodologies, generalized templates, tools, libraries, frameworks, Deidentified Data, Residual Knowledge, and other intellectual property owned or controlled by Tradia or its licensors.

4 Service description

Tradia provides a managed AI communications platform used by businesses to coordinate inbound and outbound customer communications. Depending on your configuration and third-party provider availability, the Service may draft messages, summarize context, route work, maintain audit trails, and send or process communications over channels such as email, iMessage, webchat, and SMS.

We may modify or improve the Service over time. We may also offer beta, preview, or trial features, which may change, be limited, or be discontinued at any time.

Some functionality depends on third-party infrastructure, messaging providers, and model providers. We are not responsible for outages, delays, or format restrictions caused by those providers.

5 AI-enabled features

You are responsible for reviewing and validating AI Output before relying on it, especially where communications involve legal, financial, medical, safety, regulated, or other high-risk topics. The Service does not provide legal advice or any other professional advice.

Human oversight. Some workflows may allow automatic routing or automatic sending based on your configuration. You are responsible for your configuration choices and for the communications that result from them.

You remain solely responsible for deciding what to send to End Users and for ensuring that any AI-assisted communication is suitable for your business, your industry, and your legal obligations.

6 Communications compliance

If you use the Service to send or facilitate communications to End Users, you are solely responsible for obtaining and documenting all permissions, consents, and notices required by applicable law, including telemarketing, text messaging, anti-spam, privacy, and consumer-protection laws.

Opt-outs and suppression. You must honor unsubscribe, stop, revocation, and suppression requests promptly and must not use the Service to override, evade, or ignore those requests.

Compliance tooling. We may offer features that help you support compliance, such as routing controls, audit records, or approval steps, but those features are operational tools only. They do not replace your obligation to comply with law.

You may not use the Service for unlawful telemarketing, spam, deceptive messaging, or any campaign that lacks required consent.

7 Customer Content, Conversation Data, Agent Output, and Feedback

7.1 Customer Content ownership

As between you and Tradia, you retain all right, title, and interest in Customer Content. You grant Tradia a limited, non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Content solely to provide, maintain, support, secure, and improve the Service for your Account, enforce these Terms, prevent abuse, and comply with law and our Privacy Policy.

7.2 Conversation Data

As between you and Tradia, identifiable Conversation Data generated through your Account is treated as Customer Content for ownership purposes. Conversation Data may include content and metadata needed to deliver messages, retain context, support review workflows, investigate incidents, enforce acceptable use, and maintain a defensible audit trail. You control what data you submit and what channels you enable.

7.3 Agent Output and AI Output

Subject to your compliance with these Terms and applicable law, Agent Output generated specifically for your Account is treated as Customer Content and, as between you and Tradia, owned by you. You remain responsible for the use, review, and downstream consequences of any Agent Output you choose to adopt, rely on, or send.

Your ownership of Agent Output does not give you any ownership interest in the prompts, instructions, system configurations, decision logic, workflow architectures, scoring methodologies, or other Tradia Platform IP used to produce that Agent Output.

7.4 Agent Configuration

Agent Configuration may contain both your business-specific rules, preferences, procedures, pricing, terminology, and operational requirements, and Tradia's prompt engineering patterns, structural approaches, workflow logic, escalation methods, and operational methodology. Your business-specific rules and preferences remain Customer Content. The structure, prompt patterns, workflow logic, operational methodology, and generalized configuration architecture embedded in Agent Configuration remain Tradia Platform IP.

If Tradia creates generalized templates, reference architectures, or best-practice frameworks informed by work performed for your Account, those generalized materials are Tradia Platform IP so long as they do not include your Customer Content or identifiable Confidential Information.

7.5 Feedback

If you or your users provide suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback relating to the Service or any Tradia product or technology ("Feedback"), you irrevocably assign to Tradia all right, title, and interest in and to that Feedback, including all intellectual property rights therein.

To the extent any assignment above is not effective under applicable law, you grant Tradia a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, display, and otherwise exploit that Feedback for any purpose without restriction, attribution, compensation, or obligation. Feedback is not confidential, and nothing in this Section requires Tradia to implement it.

8 Data processing, deidentified data, and model-training limits

8.1 Roles

For personal information processed on behalf of a Customer, the Customer is generally the business, controller, or equivalent primary decision-maker, and Tradia acts as a service provider or processor, processing information according to the Customer's instructions, these Terms, and applicable law.

8.2 Subprocessors

We may use Subprocessors such as infrastructure providers, model providers, payment processors, and communication vendors to operate the Service. We require those providers to use appropriate confidentiality and security protections for the services they provide to us.

Our current subprocessor list is available on request at privacy@tradia.ai while we finalize a public registry.

8.3 No general model training

We may use Customer Content and Conversation Data to provide the Service for your Account, maintain reliability and security, investigate abuse, satisfy legal obligations, and improve the quality of the Service for your Account based on your configuration and workflows.

This restriction does not prohibit Tradia from using Deidentified Data, Residual Knowledge, or non-content operational telemetry for benchmarking, analytics, service reliability, performance tuning, abuse prevention, or product improvement, provided that Tradia does not use Customer Content or Conversation Data to improve a general-purpose model for others without your express written authorization.

8.4 Deidentified and aggregated analytics

Tradia owns all right, title, and interest in and to Deidentified Data. Deidentified Data is not Customer Content. Tradia may create, use, publish, benchmark, commercialize, and otherwise exploit Deidentified Data for lawful purposes, including analytics, reliability, performance measurement, service improvement, and the development of new features and services.

For external benchmarking, commercialization, or other cross-customer uses, Tradia will use data aggregated from no fewer than three (3) distinct customer sources unless the relevant information has been independently deidentified to a standard under which reidentification is not reasonably possible regardless of pool size. We do not attempt to reidentify Deidentified Data except as needed to test or validate deidentification methods or as otherwise required by law.

8.5 Retention

We retain Customer Content and Conversation Data for as long as reasonably necessary to provide the Service, maintain security and auditability, resolve disputes, comply with law, and honor contractual obligations, as further described in our Privacy Policy.

8.6 Export, deletion, and retained data after termination

If your subscription, Order, or access to the Service ends and you make a written request within 30 days after termination or expiration, Tradia will make your Customer Content and customer-specific business rules available for export in a commercially reasonable format. Reasonable transition or export assistance may be billed at our standard rates if not otherwise included in your Order.

Within 60 days after the termination date, or any later date reasonably needed to complete a requested export, Tradia will delete Customer Content and identifiable Conversation Data from active production systems, and residual copies in automated backups will be deleted under our standard retention schedule, not to exceed 90 days after the termination date. Tradia may retain Deidentified Data, Residual Knowledge, Tradia Platform IP, generalized templates, and records reasonably necessary for compliance, security, billing, legal process, and dispute resolution.

9 Security and incident notice

We maintain a written information security program with administrative, technical, and physical safeguards appropriate to the nature of the information we process and the risks presented by the Service.

Security incident notice. If we confirm a security incident affecting Customer data, we will notify the affected Customer without undue delay and provide information reasonably necessary for the Customer to meet its own notification obligations, subject to legal restrictions and the integrity of our investigation.

You are responsible for maintaining the confidentiality of your account credentials and enabling the security features we make available to you.

10 Billing

Fees, billing cadence, payment method, taxes, and any usage-based charges are described in your Order or subscription terms. Unless otherwise stated in writing, fees are non-refundable.

We may suspend or limit the Service for non-payment after providing reasonable notice where required. You are responsible for any taxes, duties, or similar governmental charges associated with your use of the Service, other than taxes based on Tradia's net income.

Trial or beta access may have separate limits or billing terms, which will control if they conflict with this section.

11 Acceptable use

You agree not to:

• Use the Service to violate law or third-party rights, including privacy, anti-spam, telemarketing, or consumer-protection laws.
• Send deceptive, fraudulent, misleading, harassing, or unlawful communications.
• Upload malware, exploit the Service, interfere with its operation, or circumvent its security controls.
• Reverse engineer, copy, decompile, disassemble, or attempt to derive source code, prompts, decision logic, system configurations, scoring methodologies, or other non-public functionality except as permitted by law.
• Probe, benchmark, monitor, or test the Service for the purpose of extracting or reconstructing Tradia's proprietary prompts, workflows, trade secrets, or internal instructions, including by using prompt injection, adversarial inputs, or automated extraction techniques.
• Use the Service to process highly regulated data such as protected health information, payment card data, or similar regulated datasets unless we expressly agree in writing.
• Use the Service in a manner that creates unreasonable load, disrupts other customers, or materially increases abuse, fraud, or compliance risk.

12 Intellectual property and custom work

12.1 Tradia Platform IP

As between you and Tradia, Tradia exclusively owns and retains all right, title, and interest in and to the Service and all Tradia Platform IP, including the software, interfaces, workflows, designs, prompt engineering, decision logic, system instructions, workflow architectures, generalized templates, APIs, documentation, and underlying technology used to provide it, together with all related patents, copyrights, trade secrets, trademarks, and other intellectual property rights.

This ownership includes all pre-existing and general-purpose tools, libraries, frameworks, templates, prompts, methodologies, and know-how that Tradia brings to or develops during an engagement, including platform improvements and derivative works of Tradia Platform IP even if informed by your use of the Service, your requests, or work performed for your Account.

Except for the limited rights expressly granted in these Terms, no rights are granted to you in any Tradia Platform IP. You do not acquire any ownership interest in Tradia Platform IP by using the Service, receiving Professional Services, or owning Agent Output.

12.2 Residual Knowledge

Nothing in these Terms restricts Tradia's right to use Residual Knowledge. Tradia may use Residual Knowledge to develop, modify, enhance, and improve its products and services, including services provided to your competitors, so long as Tradia does not disclose your Customer Content or identifiable Confidential Information in doing so.

12.3 Similar services

You acknowledge that Tradia provides managed AI agent, automation, and workflow services to other businesses, which may include your direct or indirect competitors. Nothing in these Terms restricts Tradia from providing similar services to other customers, independently developing or acquiring similar technology, or marketing competitive features or solutions, provided that Tradia does not use or disclose your Customer Content or identifiable Confidential Information in violation of these Terms.

Tradia maintains access controls and information-handling practices intended to prevent unauthorized disclosure of one customer's identifiable Confidential Information to another customer or to personnel who do not need that information to perform the Service.

12.4 Professional Services and deliverables

If we provide Professional Services under an Order or statement of work, then unless that document says otherwise: (a) you own the specific deliverables created exclusively for you upon full payment, (b) Tradia retains ownership of all pre-existing and general-purpose tools, libraries, templates, prompts, workflows, and know-how used to create them, and (c) to the extent our background technology is embedded in a deliverable, we grant you a non-exclusive license to use it solely as part of that deliverable for your internal business operations.

12.5 Content provenance

You represent that you have all rights necessary to provide Customer Content to the Service and to authorize Tradia to process that content as described in these Terms.

13 Disclaimers

Some jurisdictions do not allow certain disclaimers; in those cases, these disclaimers apply to the maximum extent permitted by law.

The Service is provided "as is" and "as available." To the maximum extent permitted by law, Tradia disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Tradia does not warrant that the Service will be uninterrupted, error-free, secure against all threats, or that AI Output will be accurate, complete, or suitable for your intended use.

14 Limitation of liability

Some jurisdictions do not allow limitations for certain damages; in those cases, these limitations apply to the maximum extent permitted by law.

To the maximum extent permitted by law, Tradia will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business opportunity, or goodwill, even if advised of the possibility of those damages.

To the maximum extent permitted by law, Tradia's total liability for all claims arising out of or related to the Service in the twelve months before the event giving rise to the claim will not exceed the greater of (a) $100 or (b) the amounts you paid to Tradia for the Service during that twelve-month period.

15 Indemnity

You will defend, indemnify, and hold harmless Tradia and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your Customer Content, communications, or use of the Service.
• Your violation of these Terms or applicable law.
• Your infringement, misappropriation, or violation of a third party's rights through Customer Content or communications sent through the Service.

If you use the Service solely for personal, non-commercial purposes, this indemnity applies only to the extent permitted by applicable law.

16 Dispute resolution, arbitration, and Delaware venue

16.1 Informal resolution first

Before filing a claim, you agree to send a brief written notice of dispute to legal@tradia.ai. The notice must include your name, account email, and a short description of the dispute. The parties will attempt in good faith to resolve the matter within 30 days.

16.2 Agreement to arbitrate

Except for the carveouts below, you and Tradia agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration, not in court, and not before a jury.

16.3 Carveouts

• Small claims. Either party may bring an individual claim in small claims court in the county where you reside or where Tradia's principal place of business is located, if the claim qualifies.
• Injunctive relief. Either party may seek temporary or preliminary injunctive relief in court to prevent irreparable harm, without waiving arbitration for the underlying merits.

16.4 Provider, rules, and format

Arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules or other applicable AAA rules. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

The arbitration may be conducted by telephone, video conference, in your county of residence, or in another mutually agreed location. Tradia will pay filing and arbitrator fees to the extent required by the applicable AAA rules for consumer claims, unless the arbitrator determines your claim is frivolous or improper.

16.5 Opt-out of arbitration

You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@tradia.ai with the subject line "Arbitration opt-out" and including your name, account email, and a clear statement that you are opting out of arbitration.

16.6 Class action waiver

You and Tradia agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

16.7 Governing law and Delaware venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs this arbitration section.

For any dispute not subject to arbitration, and for any court proceeding seeking injunctive or equitable relief relating to confidential information, the Service, computer software, electronic commerce, or intellectual property rights, the parties consent to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware to the extent that court accepts jurisdiction under 10 Del. C. § 346. If the Court of Chancery declines jurisdiction or lacks subject-matter jurisdiction over a particular matter, exclusive venue will be the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, unless applicable law gives you a non-waivable right to proceed elsewhere.

17 Miscellaneous

17.1 Changes

We may update these Terms from time to time. If we make material changes, we may provide notice through the Service, by email, or by another reasonable method. The version and effective date at the top of this page control.

17.2 Entire agreement

These Terms, together with any Order and our Privacy Policy, form the entire agreement between you and Tradia regarding the Service and supersede prior or contemporaneous agreements on that subject.

17.3 Severability and waiver

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Any waiver must be in writing and will not operate as a waiver of any later breach.

17.4 Confidential information

Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). The receiving party will use the disclosing party's Confidential Information only to exercise rights and perform obligations under these Terms and will protect it using reasonable care.

Customer Content, identifiable Conversation Data, and your non-public business rules and operating procedures are your Confidential Information. Tradia Platform IP and non-public details regarding the Service, prompts, workflows, security controls, and product roadmap are Tradia's Confidential Information.

Confidential Information does not include information that the receiving party can show was already known without restriction, becomes public through no fault of the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is lawfully received from a third party without restriction. The receiving party may disclose Confidential Information to its employees, contractors, professional advisers, and Subprocessors who need to know it and are bound by confidentiality obligations, and may disclose it when required by law after giving notice where legally permitted.

17.5 Assignment

You may not assign these Terms without our prior written consent, except in connection with a permitted corporate reorganization or sale of substantially all of your assets. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

17.6 Survival

The provisions that by their nature should survive termination or expiration will survive, including Sections 7, 8.4, 8.6, 11, 12, 14, 15, 16, and this Section 17. Confidentiality obligations under Section 17.4 survive for five (5) years after disclosure of the applicable Confidential Information, except that obligations relating to trade secrets survive for as long as the information remains a trade secret under applicable law.

Ownership, license restrictions, Deidentified Data rights, Residual Knowledge rights, and forum-selection provisions survive indefinitely. Indemnification obligations survive for three (3) years after termination to the extent related to claims based on acts or omissions occurring during the term.

17.7 Contact

Legal notices: legal@tradia.ai
Privacy inquiries: privacy@tradia.ai

18 Change log

• v1.2.0 (2026-04-01): Added residual-knowledge, similar-services, agent-configuration, post-termination data handling, confidentiality, survival, deidentified-data ownership, and Delaware Chancery venue language; expanded reverse-engineering restrictions; and clarified that Agent Output belongs to the customer while Tradia retains platform IP.
• v1.1.0 (2026-03-30): Added explicit clickwrap and acceptance-record language, clarified communications-compliance responsibilities, strengthened no-general-model-training commitments, refreshed arbitration language, and aligned the document to Tradia's current managed-AI communications product.
• v1.0.0 (2026-03-16): Prior baseline terms template.