Terms of Service

TradesKit — Field Service Management Software

1. Agreement to Terms

By creating an account, accessing, installing, or using TradesKit (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service.

These Terms constitute a legally binding agreement between you ("Customer," "you," or "your") and Cascade Software Solutions LLC, an Oregon limited liability company ("Company," "we," "us," or "our"). The Service is offered as a business-to-business product. By accepting these Terms, you represent that you are accepting them on behalf of a business entity and are authorized to bind that entity.

2. Definitions

In these Terms:

• "Account" means the account you create to access the Service.
• "AI Features" means any feature of the Service that uses artificial intelligence, machine learning, large language models, or similar technologies to generate text, images, audio, summaries, classifications, recommendations, or other outputs.
• "AI Output" means any content generated by AI Features in connection with your use of the Service.
• "AI Receptionist" means the AI Feature that answers, and where applicable responds to, telephone calls and text messages placed to a business phone line you connect to the Service.
• "Authorized User" means an employee, contractor, or agent of yours whom you authorize to access the Service under your Account.
• "Customer Data" means the data you, your Authorized Users, or your end customers upload to or generate within the Service in connection with your business operations, including customer records, job records, photos, notes, and similar content.
• "DPA" means the Data Processing Addendum published at https://tradeskit.io/legal/dpa and incorporated by reference into these Terms.
• "End Customer" means any natural person or business that receives services from you and whose information you record, process, or communicate through the Service.
• "Order" means the subscription plan, seat quantity, and any add-ons you select through the Service's sign-up, checkout, or billing settings, or, if applicable, a written order form signed by both parties.
• "Privacy Policy" means the privacy notice published at https://tradeskit.io/legal/privacy and incorporated by reference into these Terms.
• "Subscription" means your right to access the Service in exchange for fees, as specified in your Order.

3. The Service

The Service is a cloud-based field service management platform designed for residential and light commercial trades contractors (including HVAC, plumbing, electrical, and related verticals). The Service provides scheduling, customer management, work order processing, quoting, invoicing, payment processing, communications, reporting, and AI-assisted workflows.

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your Subscription term, for your internal business operations only.

You may not:

• Copy, modify, distribute, or create derivative works of the Service;
• Reverse engineer, decompile, or disassemble the Service, except to the extent expressly permitted by applicable law (and only after providing us prior written notice);
• Use the Service to build a competing product, copy its features, or extract its non-public elements;
• License, sublicense, sell, resell, lease, or otherwise commercially exploit access to the Service;
• Use the Service as a service bureau or for the benefit of any third party not subscribed under your Account.

3.1 Changes to the Service

We are continuously improving the Service and may add, change, or remove features and functionality at any time. We may also suspend or discontinue the Service, or any part of it, at any time. If we discontinue the Service in its entirety, we will give you at least thirty (30) days' advance notice and a reasonable opportunity during that period to obtain a copy of your Customer Data as described in Section 6.5. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service or any feature, except as expressly stated in this Section 3.1.

4. Account and Authorized Users

4.1 Eligibility

You must be at least 18 years old and authorized to bind your business to use the Service. The Service is intended for use by businesses operating in the United States and Canada. We make no representation that the Service is appropriate or available for use in other jurisdictions; access from outside the United States or Canada is at your own initiative and risk.

4.2 Account Security

You are responsible for all activity occurring under your Account. You must keep credentials confidential, prohibit credential sharing, and notify us promptly of any suspected unauthorized access. We strongly recommend you enable two-factor authentication for any Authorized User with elevated permissions; we may require it for certain roles or features.

4.3 Authorized Users

You may grant access to Authorized Users up to the number permitted by your Subscription. You are responsible for ensuring each Authorized User complies with these Terms, the Privacy Policy, the DPA, the AI Acceptable Use Addendum, and the Acceptable Use Policy. You remain liable for the acts and omissions of every Authorized User as if they were your own.

5. Fees, Billing, and Renewal

5.1 Fees

You agree to pay the fees specified in your Order. Unless otherwise stated, fees are in U.S. dollars, exclusive of taxes, and non-refundable.

5.2 Auto-Renewal

Your Subscription will automatically renew at the end of each Subscription term for an additional term of the same length, at the then-current rates, unless you cancel before the renewal date. Cancellation procedures are described in Section 11.

5.3 Price Changes

We may change fees from time to time. We will give you at least thirty (30) days' advance notice of any fee increase, which will take effect at the start of your next renewal term.

5.4 Taxes

You are responsible for all applicable taxes other than taxes on our net income. If we are required to collect tax, we will add it to the fees you owe.

5.5 Late Payment

If you fail to pay any amount when due, we may charge interest at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, plus reasonable collection costs.

5.6 Payment Processing

If you use the Service to accept payments from your End Customers, you authorize us to engage Stripe, Inc. or a successor payment processor and bind you to that processor's Connected Account Agreement and other applicable terms. Payment processing fees, chargeback handling, reserves, and related obligations are governed by the processor's terms in addition to these Terms.

5.7 Seat Changes

Subscription fees are charged per Authorized User seat. Seats you add during a billing period take effect immediately and are billed at the then-current per-seat rate, prorated where applicable for the remainder of the billing period. Seats you remove take effect at the start of your next billing period; we do not issue refunds or credits for partial billing periods.

5.8 Free Trials

We may offer free trial periods. During a free trial, the Service is provided as-is, and we have no support, warranty, or indemnification obligations with respect to trial use. We may modify, shorten, or end a free trial at any time. We will not charge a payment method unless you affirmatively subscribe; if you do not subscribe by the end of your trial, your Account will be paused, and if you have not subscribed within sixty (60) days after the trial ends, we may delete the Account and its Customer Data in accordance with Section 6.5.

5.9 Usage-Based Fees (AI Receptionist)

Some features are billed on usage in addition to a recurring fee. The AI Receptionist is billed per business phone line you subscribe for, and each subscribed line includes a monthly allowance of answered-call minutes. Call time beyond the combined allowance is billed at a per-minute overage rate.

The following apply to usage-based fees:

• Measurement. We measure answered AI Receptionist call time and round each call up to the next whole minute. Our measurement records are the basis for billing.
• Allowance period. Allowances are granted per calendar month, measured in Coordinated Universal Time (UTC), and reset at the start of each month. Unused minutes do not carry over and have no cash value.
• Your overage ceiling. You set a monthly ceiling on overage charges, and you may raise it, lower it, or switch overage off entirely in the Service's settings. If you switch overage off, or once your ceiling is reached, the AI Receptionist stops answering new calls for the remainder of that month and calls are handled as described in Section 7.8. We will not bill you for overage above the ceiling in effect at the time the usage occurs.
• Notice. We will make reasonable efforts to notify you as your allowance is consumed, but you are responsible for monitoring your own usage and for the ceiling you set. A failure to deliver a usage notification does not waive fees properly incurred under your ceiling.
• Current rates. The current per-line fee, included-minute allowance, overage rate, and default ceiling are published in the Service and in your Order. We may change them on the notice described in Section 5.3.

Overage is charged in arrears for the month in which it was incurred. Section 5.1 (non-refundability) applies to usage-based fees.

5.10 Text Messaging: Included Usage and Overage

Each TradesKit subscription includes five hundred (500) outbound text messages per organization per calendar month (UTC), counted per message sent from your business number through TradesKit. Inbound messages from your customers are not counted. Compliance messages (such as automated STOP and HELP responses) are not counted.

Overage texting is enabled by default for organizations with an active subscription: messages beyond the included amount continue to send and are charged at $0.05 per message, billed to the payment method on file as a line item on your regular TradesKit subscription invoice. Overage charges are metered daily and appear on the invoice for the billing period in which the messages were sent. An owner or administrator may disable overage texting at any time in Settings, in which case outbound texting pauses for the remainder of the calendar month once the included amount is reached. During any free or trial period without an active subscription, a trial allowance of one hundred (100) outbound messages applies, after which outbound texting pauses until a subscription is active.

There is no volume cutoff for organizations with an active subscription. As a courtesy, if your organization's monthly volume passes two thousand five hundred (2,500) messages we notify you prominently in the product and by email; sending and billing continue unless you disable overage texting. TradesKit may suspend messaging for an organization in cases of suspected abuse, fraud, or activity that endangers TradesKit's carrier registrations, and will notify you if it does.

Your acceptance of this Agreement constitutes agreement to these overage charges. You may disable overage texting at any time in Settings; messages already sent remain billable. Changes to the setting are recorded with the acting user and time. TradesKit may adjust included amounts, overage pricing, or ceilings prospectively with at least thirty (30) days' notice.

Message delivery depends on carriers and is not guaranteed. Amounts are exclusive of any applicable taxes.

5.11 Trial Allowances for Usage Features

During a free trial, features that carry usage costs — including text messaging and AI Features such as voice dictation, voice commands, AI-drafted content, and photo analysis — are provided with trial allowances shown in the Service. When a trial allowance is used up, that feature pauses until you subscribe; the rest of the Service continues to work. Trial allowances are a courtesy, are set by TradesKit, may differ by feature, and may be changed prospectively at any time. Use of AI Features remains subject to the AI Acceptable Use Addendum.

6. Customer Data

6.1 Ownership

As between you and us, you own all right, title, and interest in Customer Data. We do not claim ownership of Customer Data.

6.2 License to Operate the Service

You grant us a worldwide, non-exclusive, royalty-free, sublicensable (only to our sub-processors) license to host, copy, transmit, display, process, and use Customer Data solely to provide and operate the Service for you, to support you, and to comply with applicable law.

6.3 De-Identified and Aggregated Data

We may generate de-identified and aggregated data derived from Customer Data and your use of the Service, and we may use that de-identified and aggregated data to operate, secure, improve, and develop the Service and our other offerings. De-identified and aggregated data is not Customer Data and is not subject to your data ownership rights.

6.4 Your Responsibilities for End-Customer Data

You are the controller of End Customer data that you upload, capture, or generate through the Service; we are the processor of that data on your behalf as described in the DPA. You are responsible for:

• Providing all required notices to End Customers;
• Obtaining all consents required by applicable law (including, where relevant, consents for recording, marketing communications, and AI processing);
• Responding to End Customer privacy rights requests (with our reasonable assistance);
• Complying with all laws governing your collection, use, and disclosure of End Customer data.

6.5 Data Retention, Export, and Deletion

During your Subscription, you can access Customer Data through the Service, and you may export certain Customer Data (including your customer list) using the export tools available in the Service. In addition, during your Subscription and for sixty (60) days after termination, we will, on your written request to the address in Section 18, use commercially reasonable efforts to provide you with a machine-readable export of your Customer Data; we make no representation as to the integrity, completeness, or timeliness of any data so exported. After the sixty-day retention window, we may delete Customer Data in the ordinary course of business, subject to backups retained per our normal retention schedule and to legal holds that may apply. You may request earlier deletion by contacting us.

6.6 Backups and Data Loss

We take commercially reasonable measures to back up the databases underlying the Service. However, the Service is not a data-archival or backup product, and you are responsible for maintaining your own independent copies of any Customer Data that you cannot afford to lose. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY LOSS, CORRUPTION, OR DELETION OF CUSTOMER DATA, HOWEVER CAUSED.

7. AI Features

7.1 The AI Acceptable Use Addendum

The Service includes AI Features. Your use of AI Features is subject to the AI Acceptable Use Addendum, published at https://tradeskit.io/legal/ai-acceptable-use and incorporated by reference into these Terms. The AI Acceptable Use Addendum sets out, among other things:

• That AI Output is advisory and requires your review before any action is taken;
• That AI never autonomously submits anything to a regulator, taxing authority, insurer, or other third party — every submission requires explicit human authorization by a licensed contractor or other appropriate Authorized User;
• That you, not the AI, are the actor of record on every regulatory document, submission, or transaction;
• That AI Output is provided as-is without warranty;
• That we will not use Customer Data to train AI models unless you opt in.

You should read the AI Acceptable Use Addendum carefully before enabling AI Features. This Section 7 adds terms that apply specifically to AI Features that communicate with your End Customers. Where this Section 7 and the AI Acceptable Use Addendum both address a point, they are intended to be read together; if they cannot be, this Section 7 controls.

7.2 AI Features Are Automated, and They Make Mistakes

AI Features are automated systems. They can be wrong. They can misunderstand a caller, mishear a word, miss a detail, produce a confident answer that is factually incorrect, or draft a message that is inaccurate or inappropriate for its recipient. This is a known and expected characteristic of the technology, not a defect we have undertaken to eliminate.

You are responsible for reviewing AI Output before you rely on it, and you are responsible for what AI Features do on your behalf. That responsibility is heightened for anything AI Features produce that reaches your End Customers, because a mistake there is a mistake your business made to your customer.

Where the Service requires your approval before an AI-drafted message, review request, or review reply is sent or posted, that approval is yours to give and yours to withhold. Approving a draft means you have reviewed it and you are sending it as your own communication. We do not review, approve, or verify AI Output before it reaches you, and we do not monitor what you approve.

7.3 The AI Receptionist

If you enable the AI Receptionist, it answers calls placed to a business phone line you connect to the Service. Depending on how you configure it, it may greet callers, answer questions from the business information you supply, collect and record service requests, schedule appointments, and transfer callers to a person.

The AI Receptionist identifies itself as an automated assistant, and it is configured not to claim to be a human being when a caller asks. If you customize its greeting or its instructions, you are responsible for the content you configure, including keeping any disclosure your jurisdiction requires. You must not configure the AI Receptionist to state or imply that a caller is speaking to a person.

The AI Receptionist acts on the business information, hours, services, and instructions you configure. It is not a licensed contractor, it does not exercise professional judgment, and nothing it says is professional advice or a binding quote unless you separately confirm it.

7.4 The AI Receptionist Is Not an Emergency Service

The AI Receptionist is not an emergency service and is not a substitute for calling 911 or any other emergency number. It is an automated business-line answering feature. It does not summon police, fire, medical, or utility emergency response, it cannot guarantee that any call is answered, connected, or transferred, and it must never be presented to anyone as a way to reach emergency help.

The AI Receptionist is configured to recognize language suggesting a life-safety emergency, to tell the caller to hang up and call 911, and to attempt to transfer the call to you. Those behaviors are conveniences, not guarantees. They depend on speech recognition, on automated interpretation of what a caller said, and on telephone networks and third-party services outside our control, and any of them can fail. The AI Receptionist may fail to recognize an emergency, may treat an ordinary call as an emergency, or may be unable to complete a transfer.

You remain solely responsible for your own emergency and after-hours procedures, including how genuine emergencies reaching your business are identified, escalated, staffed, and answered. If your business advertises emergency service, you are responsible for making sure your customers can actually reach a person, by a route that does not depend on the AI Receptionist. You must not advertise, describe, or route the AI Receptionist as an emergency line.

To the maximum extent permitted by applicable law, we are not liable for any failure of the AI Receptionist to recognize, escalate, transfer, or respond to an emergency, or for any consequence of such a failure. Nothing in this Section 7.4 limits any liability that cannot be limited under applicable law, including the carve-outs in Section 13.3.

7.5 Transcription, Call Content, and Notice to Callers

The AI Receptionist converts call audio to text so the AI can respond, and it stores the resulting transcript, together with call metadata and any service request it captures, in your Account. Text conversations handled by AI Features are likewise stored. The Service does not retain audio recordings of AI Receptionist calls; the record we keep is the transcript.

Laws in many jurisdictions govern the recording, transcription, interception, or monitoring of telephone calls, and some require the notice or consent of every party to the call. Whether your calls are subject to those laws, and what they require, depends on where you and your callers are located.

You are responsible for providing every notice and obtaining every consent that applicable law requires for the transcription, storage, monitoring, or processing of calls and messages handled by the Service. That responsibility is yours, not ours, and it applies to all of your calls and messages, including calls into any two-party-consent or all-party-consent jurisdiction. The default AI Receptionist greeting includes a notice that the call is transcribed; that default is a starting point we provide for convenience, not legal advice, and it is not a determination that it satisfies the law that applies to you. If you edit the greeting, you are responsible for whatever notice the edited greeting does or does not give.

Section 6.4 (your responsibilities for End-Customer data) and Section 14.1 (indemnification) apply in full to call and message content processed by AI Features.

7.6 Lawful Messaging

Section 26.2 governs every SMS, text, and email message you send to End Customers through the Service, including messages drafted or sent by AI Features, and including any AI-assisted text messaging feature we make available. AI assistance does not change who the sender is: you are the sender and originator of every such message, and you are responsible for consent, opt-outs, timing, and content.

The Service automatically honors opt-out keywords such as "STOP" on messages it sends. That is a safeguard we operate for the benefit of everyone on the platform. It does not shift, satisfy, reduce, or discharge any of your obligations under the Telephone Consumer Protection Act, the Telemarketing Sales Rule, applicable Do-Not-Call and quiet-hours rules, the CTIA Messaging Principles and Best Practices, Canada's Anti-Spam Legislation, or any other applicable law. You remain responsible for obtaining and maintaining the consent required for each recipient, for honoring opt-outs received by any means and through any channel, and for completing A2P 10DLC registration before sending SMS through the Service. You may not use AI Features to send messages you could not lawfully send yourself.

7.7 AI Sub-Processors

Delivering AI Features requires sending your content to third-party providers. For the AI Receptionist, this means that call and message content — including audio streamed during a call, the transcript produced from it, and the business information you configure — is processed by the telephony, speech-recognition, speech-synthesis, and language-model providers that operate the feature. We currently use Twilio for telephony and call streaming, Deepgram for speech recognition, ElevenLabs for speech synthesis, and OpenAI for language-model processing. Providers may change; the current list of sub-processors is maintained as described in the Privacy Policy and the DPA, which also govern how we notify you of changes.

Our AI providers do not use content we send them through their business and developer interfaces to train or improve their models. Where a provider offers an option to share data for training, we do not enable it, and we will not enable it for Customer Data without your opt-in as described in Section 2.5 of the AI Acceptable Use Addendum.

We want to be precise about what that does and does not mean. "Not used for training" is a different statement from "not stored." Providers may retain content for a limited period for abuse monitoring, security, and legal compliance, in accordance with their own published policies, before deleting it. We do not control those policies, we do not warrant them, and they may change. Where a provider offers a reduced- or zero-retention arrangement, it is generally subject to that provider's approval and additional conditions, and we do not represent that any such arrangement is in place for your Account unless we have told you so in writing.

Your use of AI Features constitutes your instruction to us, as processor under the DPA, to transfer your content to these providers for the purpose of delivering the feature.

7.8 Availability of AI Features

Section 12 (warranty disclaimer) applies in full to AI Features, and we call out the following specifically.

We do not warrant that the AI Receptionist will answer any particular call, that it will remain available, that it will complete a transfer, that it will capture a service request accurately or at all, or that any call will be handled without interruption or error. AI Features depend on telephone carriers, network conditions, and third-party AI providers we do not control.

The AI Receptionist may stop answering new calls and instead let calls ring through to a forwarding number you configure — or, if you have configured none, handle them with a brief automated message — when you have switched overage off and your included minutes are exhausted, when your overage ceiling has been reached, when a call reaches a configured duration or cost limit, when the feature is disabled or suspended, or when a provider or network failure prevents it from operating. A forwarding number is your safety net, and configuring and maintaining a working one is your responsibility. We may also suspend, limit, or discontinue AI Features as described in Section 3.1.

You should not adopt the AI Receptionist as your only means of receiving calls, and you should not rely on it for any call whose loss you cannot absorb.

7.9 Fees for AI Features

Fees for AI Features, including the per-seat AI add-on and the per-line AI Receptionist subscription and its usage-based overage, are governed by Section 5, and in particular by Section 5.9.

8. Acceptable Use

Your use of the Service is governed by the Acceptable Use Policy, published at https://tradeskit.io/legal/acceptable-use and incorporated by reference into these Terms. We may suspend or terminate your Account for violations of the Acceptable Use Policy.

9. Intellectual Property

9.1 Our IP

We and our licensors retain all right, title, and interest in and to the Service, including all software, designs, documentation, trademarks, and related intellectual property. No rights are granted to you except the limited license described in Section 3.

9.2 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use that feedback without obligation to compensate you.

9.3 Trademarks

"TradesKit" and the TradesKit logo are trademarks of Cascade Software Solutions LLC. You may not use our trademarks without our prior written consent.

10. Confidentiality

Each party ("Receiving Party") may receive Confidential Information of the other ("Disclosing Party") in connection with the Service. The Receiving Party will use Confidential Information only as needed to perform under these Terms, protect it with at least reasonable care, and not disclose it to third parties except (a) to its employees, contractors, advisors, and sub-processors who have a need to know and are bound by confidentiality obligations at least as protective as these, or (b) as required by law (with prior notice to the Disclosing Party where legally permitted).

Confidential Information excludes information that (i) is or becomes publicly known without breach, (ii) was known before disclosure without confidentiality obligation, (iii) is received from a third party without breach, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

11. Term and Termination

11.1 Term

These Terms remain in effect for the duration of your Subscription and any renewal.

11.2 Termination by You

You may terminate your Subscription at any time, either through the billing controls in the Service or by emailing the address in Section 18. Cancellation requires no advance notice and takes effect at the end of your then-current billing period. You remain liable for fees through that date.

11.3 Termination by Us

We may suspend or terminate your Account immediately, without prior notice, if you (a) materially breach these Terms (including the Acceptable Use Policy or the AI Acceptable Use Addendum), (b) fail to pay any amount when due and do not cure within ten (10) days of notice, (c) use the Service in a manner that creates a security, legal, or operational risk for us or other customers, or (d) become subject to bankruptcy, receivership, or similar proceedings.

We will not terminate your Subscription for convenience without at least thirty (30) days' prior notice and a pro-rated refund of any pre-paid unused fees.

11.4 Effect of Termination

On termination, your right to access the Service ends. Sections 6.3 (de-identified data), 6.5 (data retention, export, and deletion), 6.6 (backups and data loss), 7.2, 7.4, 7.5, and 7.8 (AI Feature disclaimers and responsibilities), 9 (IP), 10 (confidentiality), 12-15 (warranty, liability, indemnification, dispute resolution), 17 (governing law), and any other sections that by their nature should survive will survive termination.

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
• THE SERVICE WILL ACHIEVE ANY PARTICULAR LEVEL OF UPTIME OR AVAILABILITY (WE DO NOT OFFER A SERVICE-LEVEL AGREEMENT);
• DEFECTS WILL BE CORRECTED;
• THE SERVICE OR ANY OUTPUT IS ACCURATE, RELIABLE, OR COMPLETE; OR
• THE SERVICE WILL MEET YOUR PARTICULAR BUSINESS NEEDS.

YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE.

This Section 12 applies in full to AI Features, including the AI Receptionist, and to all AI Output. Section 7 describes specific limits of AI Features that this disclaimer covers; nothing in Section 7 narrows this Section 12.

13. Limitation of Liability

13.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR LOSS OF GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, AND STATUTE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

This cap is a single aggregate cap across the whole of these Terms. It applies to claims arising out of or related to AI Features, the AI Receptionist, and AI Output, including claims of the kind described in Section 7.4, and those claims are not subject to any separate or additional cap. For the purpose of subsection (A), "amounts you paid us" includes subscription fees and usage-based fees under Section 5.9.

13.3 Carve-Outs from the Cap

The aggregate cap in Section 13.2 does not apply to:

• Your obligation to pay fees due under these Terms;
• Either party's indemnification obligations under Section 14;
• Either party's breach of confidentiality obligations under Section 10;
• A party's gross negligence, willful misconduct, or fraud;
• Death, personal injury, or tangible property damage caused by a party's negligence; and
• Either party's IP infringement of the other (subject to Section 14 and the AI Acceptable Use Addendum's specific carve-back for AI Output).

13.4 New Jersey Notice

If you reside in or are organized under the laws of New Jersey, the limitations and disclaimers in Sections 12 and 13 apply only to the maximum extent permitted by New Jersey law.

14. Indemnification

14.1 By You

You will defend, indemnify, and hold harmless us, our affiliates, and our officers, directors, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Customer Data, including any claim that Customer Data violates law or infringes the rights of any third party;
• Your or any Authorized User's breach of these Terms (including the Acceptable Use Policy, the AI Acceptable Use Addendum, and the DPA);
• Your use of AI Features (including any claim arising from your failure to verify AI Output before relying on it, or from AI Output you submit to a third party);
• Your use of the AI Receptionist, including any claim arising from a call it answered, failed to answer, or failed to transfer, from how you configured it, or from your emergency or after-hours procedures;
• The transcription, storage, monitoring, or processing of calls or messages through the Service, including any claim under call-recording, wiretapping, or eavesdropping laws, or any claim that a required notice or consent was not given or obtained;
• Your communications with End Customers (including any claim under the Telephone Consumer Protection Act, the CAN-SPAM Act, Canada's Anti-Spam Legislation, or analogous laws);
• Your collection, use, or disclosure of End Customer data; and
• Your violation of any law or third-party right.

14.2 By Us

We will defend you against third-party claims alleging that the Service, as provided by us and used within the scope of these Terms, infringes a U.S. patent, copyright, trademark, or trade secret of a third party. We will indemnify you for amounts finally awarded by a court or paid in settlement.

This obligation does not apply to claims arising from:

• AI Output (subject to the AI Acceptable Use Addendum);
• Customer Data or your modifications to the Service;
• Combinations of the Service with products or services not provided by us;
• Your use of the Service in violation of these Terms; or
• Continued use of the Service after we have notified you to discontinue use of a particular feature.

If a claim is made or appears likely, we may at our option (i) procure for you the right to continue using the Service, (ii) modify the Service to be non-infringing without material loss of functionality, or (iii) terminate the affected Service and refund any pre-paid unused fees for the affected period. This is your sole and exclusive remedy for IP infringement claims against the Service.

14.3 Procedure

The party seeking indemnification will (a) give prompt written notice of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided no settlement admits liability of the indemnified party or imposes any obligation other than payment of money), and (c) reasonably cooperate at the indemnifying party's expense.

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal proceeding, the party with a dispute will send a written Notice of Dispute to the other party's notice address (Section 18), describing the dispute and the relief sought. The parties will attempt to resolve the dispute in good faith for sixty (60) days from the date the Notice of Dispute is received. If the dispute is not resolved within that period, either party may proceed under Section 15.2.

15.2 Binding Arbitration

Except for the exceptions in Section 15.3, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single neutral arbitrator. The arbitration will take place in Portland, Oregon, or by videoconference at the election of the claimant. Judgment on the award may be entered in any court of competent jurisdiction.

Each party will bear its own attorneys' fees and costs except as the arbitrator may award. Fees of the AAA and the arbitrator will be allocated as provided by AAA rules; we will pay your share of AAA filing fees for claims of less than ten thousand U.S. dollars ($10,000), unless the arbitrator finds the claim frivolous.

15.3 Exceptions

Either party may bring (a) a small-claims action in a court of competent jurisdiction if the claim qualifies for that court's jurisdiction, (b) an action in court to seek injunctive or equitable relief for actual or threatened infringement, misappropriation, or violation of intellectual property rights, or (c) an action by us to collect unpaid fees.

15.4 Jury Trial and Class-Action Waiver

YOU AND WE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND TO HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. YOU AND WE ARE INSTEAD ELECTING THAT DISPUTES WITHIN THE SCOPE OF SECTION 15.2 BE RESOLVED BY ARBITRATION, EXCEPT AS PROVIDED IN SECTION 15.3.

YOU AND WE AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

If a court of competent jurisdiction finds this Section 15.4 unenforceable in whole or in part, Sections 15.1 and 15.2 will not apply to the affected dispute, which will instead proceed in the courts identified in Section 17.

15.5 Opt-Out

You may opt out of Sections 15.1 - 15.4 by mailing or emailing written notice of your decision to opt out, including your account email and a clear statement of opt-out, to our notice address (Section 18) within thirty (30) days of first becoming subject to these Terms. Opting out of arbitration does not affect any other portion of these Terms.

16. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic or epidemic, war, terrorism, civil unrest, strikes, governmental action, internet or utility failures, and failures of third-party services on which the Service depends. The affected party will use commercially reasonable efforts to resume performance.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Oregon, without regard to its conflict-of-laws principles, and the federal laws of the United States. Subject to Section 15, the state and federal courts located in Multnomah County, Oregon have exclusive jurisdiction over any dispute not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. Notices

Notices to us must be sent by certified mail, overnight courier, or email to:

Cascade Software Solutions LLC, Attn: Legal, 5441 S Macadam Ave, Ste N, Portland, OR 97239, USA, Email: legal@tradeskit.io

Notices to you may be sent by email to the address on your Account or by in-Service notification.

19. Modifications to These Terms

We may modify these Terms from time to time. We will give you at least thirty (30) days' advance notice of any material change by email to the address on your Account or by in-Service notification. Material changes take effect at the end of that notice period; non-material changes take effect immediately on posting. Your continued use of the Service after a change takes effect constitutes acceptance.

If you do not agree to a material change, you may terminate your Subscription as described in Section 11.2 before the change takes effect. Your sole remedy for disagreeing with a change is to stop using the Service.

20. Statute of Limitations

Any claim or cause of action arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues; otherwise it is permanently barred. This Section 20 does not apply where prohibited by applicable law.

21. Compliance with Laws

You will comply with all laws and regulations applicable to your use of the Service, including data privacy laws (CCPA, VCDPA, CPA, CTDPA, UCPA, the Oregon Consumer Privacy Act, GDPR, PIPEDA, and analogous laws), communications laws (TCPA, CAN-SPAM, CASL), call-recording, wiretapping, and eavesdropping laws (including all-party-consent statutes), employment and contractor laws, tax laws, and licensing requirements applicable to your trade. The Service is not designed for processing health information governed by HIPAA, and you may not upload protected health information to the Service.

22. Export Controls and Sanctions

You will not access or use the Service from a country subject to U.S. embargo, and you are not on a U.S. government sanctioned-party list. You will not export, re-export, or transfer the Service in violation of U.S. export laws.

23. Assignment

You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, sale of substantially all of our assets, or reorganization, with notice to you.

24. Independent Contractors

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship.

25. Beta Features

We may offer beta, preview, or early-access features ("Beta Features"). Beta Features are provided as-is, without warranty, and we may discontinue them at any time without notice. Your feedback about Beta Features is governed by Section 9.2. Sections 12-13 (warranty, liability) apply with full force to Beta Features.

26. Electronic Communications

26.1 Communications From Us

By using the Service, you consent to receive communications from us electronically. Operational and transactional communications (including account, billing, and service-status emails) are not optional. You may opt out of marketing communications using the unsubscribe link in those emails or by contacting us. Consent to receive automated calls or text messages from us is not a condition of purchasing or using the Service.

26.2 Messages You Send to End Customers

The Service includes features that let you send SMS/text and email messages to your End Customers, including messages drafted or sent by AI Features (see Section 7.6). For every such message, you are the "sender" and originator, and you are solely responsible for it. You agree that you will:

• Complete any required application-to-person (A2P 10DLC) brand and campaign registration before sending SMS through the Service, and provide accurate registration information;
• Obtain and maintain all legally required prior express consent from each End Customer before messaging them, and promptly honor opt-out ("STOP") and help ("HELP") requests;
• Comply with all applicable communications laws and industry standards, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Telemarketing Sales Rule, applicable Do-Not-Call rules, the CTIA Messaging Principles and Best Practices, and Canada's Anti-Spam Legislation (CASL).

We may suspend or disable messaging features for any Account that has not completed required A2P 10DLC registration or that we reasonably believe is sending messages in violation of these Terms or applicable law. Your indemnification obligations in Section 14.1 apply to all of your communications with End Customers.

27. Entire Agreement; Order of Precedence

These Terms, together with your Order, the Privacy Policy, the DPA, the AI Acceptable Use Addendum, and the Acceptable Use Policy, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements. In the event of conflict, the order of precedence is: (1) any negotiated written master agreement signed by both parties (if any), (2) these Terms, (3) the DPA, (4) the AI Acceptable Use Addendum, (5) the Acceptable Use Policy, (6) the Privacy Policy.

28. Severability and Waiver

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. A party's failure to enforce a provision is not a waiver of that provision or of any other provision.

29. App Store Terms; Third-Party Beneficiaries

29.1 Apple App Store

This Section applies to the TradesKit application you access or download from the Apple App Store (the "Application"):

• These Terms are concluded between you and Cascade Software Solutions LLC only, and not with Apple Inc. ("Apple"). Apple is not responsible for the Application or its content.
• The license granted to you for the Application is limited to a non-transferable license to use the Application on any Apple-branded device that you own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
• Cascade Software Solutions LLC, not Apple, is solely responsible for providing any maintenance and support services for the Application. Apple has no obligation whatsoever to furnish any maintenance or support services for the Application.
• To the maximum extent permitted by applicable law, Apple has no warranty obligation with respect to the Application. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Application to you.
• Apple is not responsible for addressing any claims by you or any third party relating to the Application, including (a) product liability claims, (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection, privacy, or similar legislation.
• In the event of any third-party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, Cascade Software Solutions LLC, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim.
• You represent and warrant that you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
• You must comply with any applicable third-party terms of agreement when using the Application.
• Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

29.2 Google Play

If you download the Application from the Google Play Store, you acknowledge that these Terms are between you and Cascade Software Solutions LLC only, and not with Google LLC ("Google"). Your use of the Application must comply with the then-current Google Play Terms of Service. Google is not responsible for the Application or its content and has no obligation to provide any maintenance or support for it. To the maximum extent permitted by applicable law, Google will have no warranty obligation and no liability whatsoever with respect to the Application. Google and its subsidiaries are third-party beneficiaries of these Terms as they relate to your use of the Application, and upon your acceptance of these Terms will have the right to enforce these Terms against you.

29.3 No Other Third-Party Beneficiaries

Except as stated in this Section 29, these Terms do not create any third-party beneficiary rights, except that our affiliates may enforce the indemnification provisions in Section 14.

30. Contact

Questions about these Terms may be sent to:

Cascade Software Solutions LLC, 5441 S Macadam Ave, Ste N, Portland, OR 97239, USA, legal@tradeskit.io

By using TradesKit, you acknowledge that you have read and agree to these Terms of Service.