Terms & Conditions - Trade Agent Master Subscription and Services Agreement

1. General

Trade Agent provides an AI-powered construction business management platform delivered as a software-as-a-service (“SaaS”) offering, accessible via web application and mobile application. The Platform serves General Contractors (“GCs”) and Subcontractors (“Subs”) with integrated project management, financial management, estimating, invoicing, bid management, and AI-assisted automation tools. Access to the Platform is granted pursuant to: (a) the terms and conditions of this Agreement; and (b) the business terms in an applicable Order Form.

In case of conflict between the foregoing, the Order Form shall control this Agreement. Any conflict between a Subscriber Purchase Order and a Trade Agent Order Form or this Agreement shall be resolved in favor of the Trade Agent Order Form and this Agreement.

2. Definitions

“Additional Services” means any professional services, implementation assistance, custom development, or consulting services to be provided by Trade Agent as specified in an Order Form or Statement of Work.

“Affiliated Users” means third-party users (including Subcontractors invited by a General Contractor Subscriber, or General Contractors with whom a Subcontractor Subscriber conducts business) who access limited Platform functionality through a Subscriber’s account connections. Affiliated Users are not Authorized Users and are governed by their own subscription agreements with Trade Agent.

“AI Services” means the artificial intelligence and machine learning features of the Platform, including but not limited to the “Arti” AI assistant, invoice extraction and analysis, estimate generation, voice note transcription and summarization, bid analysis, cost code suggestions, and any other AI-powered functionality made available through the Platform.

“Authorized User(s)” or “User(s)” means persons affiliated with Subscriber as employees, consultants, onsite contractors, or temporary employees to whom Subscriber grants access to the Services, or whose user record is accessed through Subscriber’s use of the Services.

“Confidential Information” means any written, oral, or electronic non-public business information, know-how, and trade secrets in any form, including information regarding product plans, roadmap, pricing, and any other information a reasonable person should understand to be confidential, which is disclosed by or on behalf of either party.

“Material” (with respect to a particular matter) shall mean that the matter is shown to affect adversely the ability of the other party to perform its obligations hereunder to such a degree that a reasonable person in the management of his or her own affairs would be more likely than not to decline to enter into this Agreement in view of the matter in question.

“Materials” means any deliverables or other work product created by Trade Agent as part of Additional Services.

“Order Form” means an order form executed by the parties concerning the Services, specifying the applicable Subscription Tier, fees, Subscription Term, number of Authorized Users, and Additional Services, if any.

“Personal Data” means any information given to Trade Agent by Subscriber relating to an identified or identifiable natural person who can be directly or indirectly identified by reference to an identifier, as defined under applicable data protection laws including CCPA and any other relevant state privacy statutes.

“Platform” means the Trade Agent web application (accessible at app.thetradeagent.com), mobile applications, APIs, and all related technology infrastructure owned and operated by Trade Agent.

“Processed Data” means any data derived from Subscriber Data through the AI Services, including but not limited to extracted invoice data, generated estimates, transcribed voice notes, AI-generated summaries, cost code suggestions, and analytical insights.

“Shared Project Data” means Subscriber Data that is made accessible to Affiliated Users through the Platform’s collaborative features, including but not limited to bid requests, submitted bids, invoices, project specifications, and communication records exchanged between connected GCs and Subs.

“Subscriber” means the individual, company, organization, business entity, or group purchasing the Services or accessing the Platform pursuant to any Subscription Tier.

“Subscriber Data” means any and all information entered, uploaded, or inputted by Subscriber and its Authorized Users in the course of accessing and utilizing the Services, including but not limited to project information, financial data, customer records, vendor records, invoices, estimates, documents, images, voice recordings, and notes.

“Subscription” means Subscriber’s right to access the Services pursuant to an Order Form or applicable Subscription Tier.

“Subscription Tier” means the level of Platform access and features available to Subscriber, as defined in Section 3 of this Agreement.

“Subscription Term” means the period of time specified in an Order Form during which Subscriber may access the Platform. Unless otherwise indicated on the Order Form, the Term begins on the date of execution of the Order Form. For Tier 0 Subscribers, the Term begins on the date of account creation and continues indefinitely unless terminated pursuant to Section 8.

“Trial Period” means a specified period (default fourteen (14) days) during which Subscriber has access to Tier 1 features prior to the execution of an Order Form or payment of applicable fees.

3. Subscription Tiers and Fees

3.1 Subscription Tiers

Trade Agent offers access to the Platform through multiple Subscription Tiers, which may include free, paid, and premium tiers with varying levels of features, AI Services access, and support. Current Subscription Tiers, their features, and applicable pricing are published on Trade Agent’s website and/or specified in the applicable Order Form. Trade Agent reserves the right to create, modify, consolidate, or discontinue Subscription Tiers at any time. Changes to an existing Subscriber’s Subscription Tier during an active Subscription Term will be governed by Section 3.7 (Automatic Renewal and Pricing Changes).

3.2 Fees

As consideration for the rights granted and Services provided pursuant to an Order Form, Subscriber shall pay Trade Agent the fees set forth in the applicable Order Form. Payment shall be in USD unless otherwise designated and in accordance with the terms set forth therein. All fees are non-refundable except as expressly provided in this Agreement.

3.3 Late Payment

Any payment not received from Subscriber when due shall incur interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. All fees are due upon execution of an Order Form unless indicated otherwise. Subscriber shall be responsible for all costs and fees associated with the collection of monies due and owing, including reasonable attorney fees.

3.4 Taxes

All amounts payable hereunder are exclusive of any sales, use, value-added, excise, or other similar taxes (“Taxes”). Subscriber is solely responsible for paying any applicable Taxes. If Trade Agent has the legal obligation to collect any Taxes, Subscriber shall pay such amounts as indicated on the applicable invoice.

3.5 Free Tier Terms

Where Trade Agent offers a free Subscription Tier, access is subject to the following additional terms: (a) Trade Agent reserves the right to modify, limit, or discontinue free tier features, usage limits, or availability at any time with reasonable notice; (b) free tier access carries no service level commitments or uptime guarantees; (c) Trade Agent may impose reasonable usage limits on AI Services for free tier Subscribers; and (d) free tier Subscribers may be presented with upgrade prompts and marketing communications related to paid Subscription Tiers.

3.6 Automatic Renewal

Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term, the Subscription shall automatically renew for successive periods equal to the initial Subscription Term. Fees are subject to a standard annual increase of up to five percent (5%) upon each renewal to account for rising operational costs, infrastructure expenses, and continued product investment. Any increase beyond five percent (5%) will be communicated to Subscriber at least sixty (60) days prior to the renewal date. Subscriber may elect not to renew by providing written notice within thirty (30) days of receiving notice of any price increase beyond the standard annual adjustment.

4. Platform Access and Services

4.1 Grant of Access

Subject to Subscriber’s compliance with the terms and conditions of this Agreement, Trade Agent shall provide Subscriber with non-exclusive, non-transferable access to the Platform and Services identified in the applicable Order Form or Subscription Tier during the Subscription Term.

4.2 Platform Availability

Trade Agent shall use commercially reasonable efforts to maintain Platform availability of ninety-nine and one-half percent (99.5%) during each calendar month, measured exclusive of: (a) scheduled maintenance windows communicated at least twenty-four (24) hours in advance; (b) emergency maintenance required for security or data integrity; and (c) events of Force Majeure as defined in Section 13.11. This availability commitment applies to paid Subscription Tiers only and does not apply to free tier access.

4.3 Restrictions

Except as expressly permitted under this Agreement, Subscriber shall not itself or permit any other party to: (a) translate, download, reproduce, modify, adapt, or create derivative works based upon the Platform or Materials; (b) reverse engineer, decode, decompile, disassemble, or otherwise attempt to access or derive the source code or architectural framework of the Platform; (c) access the Platform for purposes of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the Platform; (d) use the Platform in any way that does not comply with applicable laws and regulations; (e) use the Platform in any way that could damage the reputation of Trade Agent; (f) modify or remove any copyright or other proprietary notices on the Platform or Materials; (g) use automated scripts, bots, or other programmatic means to access the Platform except through Trade Agent’s published APIs; (h) attempt to gain unauthorized access to other Subscribers’ accounts or data; (i) use the Platform to store, transmit, or process any data that is unlawful, harmful, threatening, abusive, or otherwise objectionable; or (j) access the Platform for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. Subscribers who are direct competitors of Trade Agent may not access the Platform except with Trade Agent’s prior written consent.

4.4 Supported Environments

Trade Agent supports the two most recent major versions of Chrome, Safari, Firefox, and Edge browsers for web application access, and the two most recent major versions of iOS and Android for mobile application access. Trade Agent is not obligated to support older browser or operating system versions.

4.5 Updates and Modifications

Trade Agent may update, modify, enhance, or discontinue any aspect of the Platform at any time without prior notice. Subscriber acknowledges that the Platform is a continuously evolving product and that features, interfaces, and functionality may change as part of normal product development. Trade Agent is under no obligation to maintain any specific feature or functionality, nor to provide advance notice of changes, unless such changes result in the removal of an entire Subscription Tier or a material reduction in the core services described in the applicable Order Form, in which case Trade Agent shall provide thirty (30) days' notice.

5. AI Services and Data Processing

This section governs Subscriber’s use of Trade Agent’s AI-powered features, collectively referred to as the “AI Services.”

5.1 Scope of AI Services

AI Services include, but are not limited to: (a) invoice data extraction and analysis using optical character recognition and natural language processing; (b) estimate generation incorporating market research and cost analysis; (c) voice note transcription and summarization; (d) bid analysis and comparison; (e) cost code matching and suggestions; (f) customer financial insights and analytics; (g) the “Arti” conversational AI assistant; and (h) any future AI-powered features made available through the Platform.

5.2 AI Data Processing

To provide AI Services, Trade Agent may process Subscriber Data through third-party AI infrastructure providers. Subscriber acknowledges and agrees that: (a) Subscriber Data may be transmitted to and processed by such providers solely for the purpose of delivering AI Services; and (b) Trade Agent selects providers that maintain commercially reasonable data security and privacy practices.

5.3 Use of Subscriber Data for AI Improvement

Subscriber acknowledges and agrees that Trade Agent may use Subscriber Data to train, fine-tune, improve, and develop its proprietary AI models, algorithms, and services, subject to the following safeguards:

(a) Trade Agent shall anonymize and aggregate Subscriber Data prior to use in model training, such that no individual Subscriber, Authorized User, customer, vendor, or project can be identified from the training data or resulting model outputs.

(b) Anonymization shall include, at minimum, the removal or obfuscation of: business names, individual names, contact information, specific project addresses, financial account identifiers, and any other data elements that could reasonably be used to identify a specific person or business.

(c) Trade Agent shall not provide or sell raw, non-anonymized Subscriber Data to any third party for the purpose of model training. Third-party AI infrastructure providers (as described in Section 5.2) shall process Subscriber Data solely for the purpose of delivering AI Services and shall not retain Subscriber Data beyond the processing session except as required for transient caching.

(d) The improvements and intellectual property derived from such anonymized training data shall be owned exclusively by Trade Agent. No Subscriber shall have any ownership interest in Trade Agent’s AI models, algorithms, or improvements, regardless of whether Subscriber Data contributed to their development.

(e) Trade Agent shall maintain reasonable technical and organizational measures to ensure the effectiveness of its anonymization processes and shall periodically review such measures against industry best practices.

5.4 AI Output Accuracy

AI Services generate outputs based on probabilistic models and available data. Trade Agent does not warrant that AI-generated outputs (including estimates, extracted invoice data, transcriptions, or analytical insights) will be complete, accurate, or error-free. Subscriber is solely responsible for reviewing and verifying all AI-generated outputs before relying upon them for business decisions, financial reporting, or any other purpose.

5.5 AI Usage Limits

Trade Agent may impose reasonable usage limits on AI Services by Subscription Tier. Current usage allocations are specified in the applicable Order Form or published Platform documentation. Trade Agent reserves the right to modify usage limits with sixty (60) days’ notice to accommodate changes in third-party AI provider pricing or availability.

5.6 Subscriber Responsibility for Business Operations

Subscriber acknowledges that it, and not Trade Agent, is responsible for operating Subscriber’s own business, including with respect to obtaining all licenses, permits, and governmental registrations required for its operations. The Platform and AI Services are tools intended to assist Subscriber’s business operations and are not intended to constitute professional advice as to whether to engage in any particular transaction, accept any particular bid, or make any particular financial decision.

6. Data Ownership, Access, and Privacy

6.1 Subscriber Data Ownership

Subscriber retains all rights, title, and interest in and to Subscriber Data. Nothing in this Agreement shall be construed to transfer ownership of Subscriber Data to Trade Agent. Subscriber grants Trade Agent a limited, non-exclusive license to access, use, store, and process Subscriber Data solely as necessary to: (a) provide the Services and AI Services; (b) maintain, improve, and secure the Platform; (c) provide technical support; (d) generate anonymized, aggregated analytics as described in Section 6.5; and (e) train, improve, and develop Trade Agent’s proprietary AI models and algorithms using anonymized and aggregated data as described in Section 5.3.

6.2 Processed Data

Processed Data generated by AI Services from Subscriber Data shall be owned by Subscriber. Trade Agent retains no proprietary interest in Processed Data specific to Subscriber. Trade Agent may retain anonymized, aggregated derivatives of Processed Data for the purposes described in Section 6.5.

6.3 Shared Project Data and B2B2B Data Flows

The Platform facilitates data exchange between connected General Contractors and Subcontractors. Subscriber acknowledges and agrees that:

(a) When a General Contractor invites a Subcontractor (or vice versa) to connect on the Platform, certain Subscriber Data becomes Shared Project Data accessible to the connected party, including but not limited to: bid requests, submitted bids, invoices, project specifications, and related communications.

(b) Subscriber is responsible for ensuring that any data shared through Platform connections does not violate any obligation of confidentiality owed to third parties.

(c) If either party to a Platform connection terminates their Subscription, Shared Project Data previously exchanged remains accessible to the non-terminating party as part of their own Subscriber Data and project records. The terminating party’s access to the non-terminating party’s data will be revoked upon termination.

(d) Trade Agent does not monitor or moderate the content of Shared Project Data exchanged between connected parties, except as required to enforce this Agreement or comply with applicable law.

6.4 Data Access by Trade Agent

Trade Agent personnel may access Subscriber Data only: (a) as necessary to provide technical support requested by Subscriber; (b) to investigate and resolve reported issues; (c) to deliver AI Services as described in Section 5; (d) to comply with legal obligations; or (e) with Subscriber’s prior written consent. Trade Agent shall maintain access logs and restrict access to authorized personnel on a need-to-know basis.

6.5 Anonymized Data Use and AI Training

Trade Agent may collect and analyze anonymized, aggregated usage data and statistics (e.g., feature adoption rates, volume metrics, performance benchmarks, pricing patterns, cost structures) that cannot be used to identify any individual Subscriber or their customers. Trade Agent may use such anonymized data for purposes of: (a) benchmarking and publishing industry reports; (b) improving Platform functionality and developing new features; (c) training, improving, and developing Trade Agent’s proprietary AI models and algorithms as described in Section 5.3; and (d) any other lawful business purpose, provided that no Subscriber or individual can be identified from such data.

6.6 Data Portability and Export

During the Subscription Term, Subscriber may export Subscriber Data at any time through the Platform’s built-in data export functionality. Upon termination of this Agreement, Trade Agent shall make Subscriber Data available for export for a period of thirty (30) days following the effective date of termination. After such thirty (30) day period, Trade Agent may delete Subscriber Data from its systems in accordance with its standard data retention policies.

6.7 Data Security

Trade Agent shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, disclosure, alteration, or destruction, including: (a) encryption of data in transit (TLS 1.2 or higher) and at rest; (b) role-based access controls; (c) regular security assessments; and (d) incident response procedures. Trade Agent shall notify Subscriber without unreasonable delay of any confirmed security breach affecting Subscriber Data.

6.8 Privacy

Trade Agent’s treatment of Personal Data is governed by its Privacy Policy, available at thetradeagent.com/privacy. Trade Agent shall comply with applicable data protection laws, including the California Consumer Privacy Act (CCPA) and the Colorado Privacy Act (CPA), to the extent applicable.

7. Intellectual Property and Confidentiality

7.1 Trade Agent IP

Subscriber acknowledges and agrees that Trade Agent and its licensors own all rights, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Platform, AI Services, Materials, and all underlying technology, algorithms, and models.

7.2 Subscriber IP

Trade Agent acknowledges and agrees that Subscriber and its licensors own all rights, title, and interest in and to Subscriber Data entered by Subscriber and its Authorized Users.

7.3 Feedback

If Subscriber provides Trade Agent with suggestions, enhancement requests, recommendations, or other feedback regarding the Platform (“Feedback”), Trade Agent may freely use, incorporate, and commercialize such Feedback without obligation to Subscriber.

7.4 Confidentiality

Each party agrees to treat the Confidential Information of the other party with at least the same degree of care it would use to protect its own Confidential Information, but not less than reasonable care. Subscriber agrees that the pricing and other commercial terms given to Subscriber are considered Confidential Information. Any disclosure (mandatory, inadvertent, or otherwise) of Confidential Information must be immediately disclosed to the owning party.

7.5 Trademark License

Trade Agent may use the names, logos, and trademarks of Subscriber to identify Subscriber as a Trade Agent customer in marketing materials, case studies, and on Trade Agent’s website, unless Subscriber provides written notice to the contrary.

8. Term and Termination

8.1 Term

This Agreement shall continue in effect until the expiration or termination of all existing Subscription Terms, or as earlier terminated pursuant to Section 8.2.

8.2 Termination

Material Breach. Either party may terminate this Agreement in the event of a material breach by the other party that remains uncured thirty (30) days after the non-breaching party gives the breaching party written notice of such breach.

Insolvency. Either party may terminate this Agreement in the event that the other party becomes insolvent or bankrupt, becomes the subject of any proceedings under bankruptcy or insolvency law, has a receiver appointed, or makes an assignment for the benefit of creditors.

Non-Payment. In the event Subscriber fails to make any payment when due, Trade Agent may immediately suspend Subscriber’s access to the Platform. If any such payment remains unpaid more than thirty (30) days after it becomes due, Trade Agent may terminate this Agreement. Upon such termination, Subscriber shall owe the full balance of contracted amounts for the remaining Subscription Term. Subscriber’s data export rights under Section 6.6 shall survive any suspension or termination for non-payment.

Free Tier Termination. Trade Agent may terminate free tier access at any time with thirty (30) days’ notice. Subscriber may terminate free tier access at any time by deleting their account.

8.3 Effect of Termination

Upon termination: (a) Subscriber’s access to the Platform shall cease; (b) all outstanding fees shall become immediately due and payable; (c) Subscriber shall have thirty (30) days to export Subscriber Data per Section 6.6; and (d) each party shall return or destroy the other party’s Confidential Information upon request.

9. Representations and Warranties

Each party represents and warrants to the other that: (a) it has the necessary power and authority to enter into this Agreement; (b) execution and performance of this Agreement has been authorized by all necessary corporate or organizational action; (c) entry into and performance of this Agreement will not conflict with any provision of law or organizational documents; and (d) it possesses all governmental approvals and licenses necessary to perform its obligations.

10. Indemnification

10.1 Trade Agent Indemnification

Trade Agent shall indemnify, defend, and hold Subscriber harmless against any loss, damage, cost, liability, and expense (“Losses”) arising from any third-party claim that Subscriber’s use of the Platform in conformity with this Agreement infringes such third party’s intellectual property rights. As Subscriber’s exclusive remedy, Trade Agent may: (a) procure a continued right for Subscriber to use the Platform; (b) modify the Platform to avoid infringement while retaining materially the same functionality; or (c) terminate the applicable Order Form with a pro rata refund of prepaid fees for the unused Subscription Term.

10.2 Subscriber Indemnification

Subscriber shall indemnify, defend, and hold Trade Agent harmless against any Losses arising from: (a) Subscriber Data or any materials provided by Subscriber or its Authorized Users that infringe a third party’s rights; (b) Subscriber’s use of the Platform in violation of this Agreement or applicable law; or (c) gross negligence or willful misconduct of Subscriber or its Authorized Users.

10.3 Procedure

The indemnified party shall give prompt written notice of any claim, cooperate fully with the indemnifying party, and give the indemnifying party sole control over defense and settlement, provided that any settlement must include a complete release of the indemnified party.

11. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9, THE PLATFORM, AI SERVICES, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TRADE AGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TRADE AGENT DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM OTHER FAILURES; (B) THE PLATFORM WILL MEET SUBSCRIBER’S REQUIREMENTS; (C) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY DATA STORED ON THE PLATFORM WILL NOT BE LOST OR CORRUPTED.

12. Limitation of Liability

12.1 Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND SUBSCRIBER’S DUTY TO PAY ALL FEES DUE, THE TOTAL LIABILITY OF EITHER PARTY FOR ANY CLAIM UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID BY SUBSCRIBER TO TRADE AGENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE. FOR FREE TIER SUBSCRIBERS WHO HAVE PAID NO FEES, TRADE AGENT’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

12.3 AI Services Limitation

SUBSCRIBER ACKNOWLEDGES THAT AI SERVICES ARE TOOLS INTENDED TO ASSIST, NOT REPLACE, PROFESSIONAL JUDGMENT. TRADE AGENT SHALL NOT BE LIABLE FOR ANY LOSSES ARISING FROM SUBSCRIBER’S RELIANCE ON AI-GENERATED OUTPUTS INCLUDING ESTIMATES, INVOICE ANALYSES, OR OTHER AUTOMATED RECOMMENDATIONS WITHOUT INDEPENDENT VERIFICATION.

13. General Provisions

13.1 Notice

Notices shall be in writing and may be delivered by hand, internationally recognized courier service, email, or certified mail to the addresses set forth in the most current Order Form. Notice is deemed given: (a) upon delivery if delivered personally; (b) on the date of delivery confirmation if by courier; (c) upon successful transmission if by email; or (d) three (3) business days after mailing if by certified mail.

13.2 Assignment

Subscriber may not assign this Agreement without the prior written consent of Trade Agent; provided that no consent shall be required for assignment as part of a merger, acquisition, or sale of all or substantially all of Subscriber’s assets. This Agreement shall be binding upon successors and permitted assigns.

13.3 Entire Agreement

This Agreement, including all Order Forms, Statements of Work, and exhibits, constitutes the entire agreement of the parties and supersedes all prior oral or written negotiations, correspondence, and agreements regarding the subject matter herein.

13.4 Amendment

This Agreement may be amended by Trade Agent with written notice to Subscriber. Material amendments shall require sixty (60) days’ prior notice. Subscriber’s continued use of the Platform after the effective date of any amendment constitutes acceptance thereof. If Subscriber does not agree to a material amendment, Subscriber may terminate this Agreement upon written notice to Trade Agent within thirty (30) days of receiving notice of the amendment.

13.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be construed, limited, modified, or severed as necessary to eliminate its invalidity or unenforceability, without affecting the remaining provisions.

13.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the United States of America, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded.

13.7 Dispute Resolution

The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the United States District Court for the District of Colorado in Denver or, if federal jurisdiction is not available, in any state court of competent jurisdiction in Denver, Colorado. Each party hereby submits to the personal jurisdiction and venue of such courts.

13.8 Non-Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

13.9 Non-Solicitation

Subscriber shall not, for a period of twelve (12) months following termination of this Agreement, without Trade Agent’s prior written consent, directly or indirectly solicit, hire, or attempt to hire any employee of Trade Agent.

13.10 Survival

The provisions of this Agreement that should by their nature survive termination shall survive, including Sections 3.2 (Fees), 3.4 (Taxes), 6 (Data), 7 (IP and Confidentiality), 9 (Representations), 10 (Indemnification), 11 (Disclaimer), 12 (Limitation of Liability), and 13 (General Provisions).

13.11 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: natural disasters, acts of war or terrorism, pandemics, power outages, internet service interruptions, government actions, or failures of third-party infrastructure providers. The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the impact.

13.12 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.