Version 2.0, effective October 10, 2026.

These Terms of Service ("Terms") govern the software, AI engineering and product consulting services ("Services") that TraideX, LLC ("Traide", "we", "us") provides to the organization that signs a statement of work with us ("Client", "you"). Each statement of work ("SOW") that references these Terms forms, with these Terms, one agreement (the "Agreement"). Use of Traide's hosted commerce platform is governed by the Platform Terms of Service at https://www.thetraide.com/legal/platform-terms.

1. Statements of work

1.1 Each SOW sets out the Services, the deliverables ("Deliverables"), milestones, acceptance criteria, fees and any terms specific to that engagement.

1.2 An SOW overrides these Terms for its engagement only where it names the section it overrides.

1.3 A change to an SOW binds only when both parties sign a change order stating its effect on scope, schedule and fees.

2. Your responsibilities

2.1 You will give us timely access to the people, systems, data and decisions the Services need, and name one person who approves work for you.

2.2 Delays caused by late access, materials or decisions extend the schedule, and may change fees by change order.

2.3 You are responsible for the materials you give us ("Client Materials"), including your right to share them, and for how you use the Deliverables.

3. Fees and payment

3.1 Fees are set per engagement in each SOW, as a fixed fee, time and materials, or a retainer.

3.2 We invoice as the SOW states. Invoices are due within 15 days of their date.

3.3 Pre-approved expenses and third-party costs, such as cloud hosting or AI model usage, are billed at cost unless the SOW says otherwise.

3.4 Fees exclude taxes. You pay sales, use and similar taxes on the Services, but not taxes on our income.

3.5 You may dispute an invoice in good faith, in writing, within 15 days of receiving it. You pay the undisputed part on time.

3.6 On an undisputed amount more than 15 days overdue, we may charge interest at 1% a month, or the legal maximum if lower. After 10 days' written notice, we may also pause the Services until it is paid.

4. Acceptance

4.1 You have 10 business days after delivery to accept a Deliverable, or to reject it in writing by stating how it fails the SOW's acceptance criteria.

4.2 We will correct a properly rejected Deliverable and deliver it again; the acceptance period then restarts.

4.3 A Deliverable is accepted when you approve it, when the period ends without a rejection, or when you use it in production.

5. Intellectual property

5.1 You keep all rights in Client Materials, and license them to us, non-exclusively, only to perform the Services.

5.2 When the fees for a Deliverable are paid in full, we assign to you all our rights in what we created specifically for you in it, except Traide Materials.

5.3 "Traide Materials" are our software, tools, libraries, templates, methods and know-how that existed before the engagement or were developed outside it, and the Traide commerce platform, including improvements to them that are not specific to you. We keep all rights in Traide Materials.

5.4 For Traide Materials built into a Deliverable, we grant you a perpetual, royalty-free, non-exclusive license to use, copy and modify them as part of that Deliverable. The license transfers only with the Deliverable.

5.5 Open-source and third-party components stay under their own licenses. We will name any whose license carries obligations beyond attribution.

5.6 Each party may use the general skills and experience it gains, but not the other's Confidential Information.

6. AI tools and outputs

6.1 We may use AI tools, including third-party AI models, to perform the Services. We remain responsible for the work they help produce.

6.2 We will not use your Confidential Information to train or fine-tune any AI model that we offer to others. We use third-party AI services only under terms that bar the provider from training on the data we send them.

6.3 AI-generated output can be wrong. A Deliverable that generates content or decisions needs human review suited to its use. That review is yours, as are decisions made in reliance on its output.

6.4 You are responsible for making your use of the Deliverables comply with the laws that apply to your business and your users, including rules specific to AI. We provide technical services, not legal or regulatory advice.

6.5 Third-party AI services change their models, availability and prices outside our control. Where a Deliverable depends on one, the SOW names it. A change the provider makes is not a defect in our work.

7. Confidentiality

7.1 "Confidential Information" is non-public information one party discloses to the other that is marked confidential, or that a reasonable person would treat as confidential. It excludes information that:

• is or becomes public through no fault of the receiver;
• the receiver already knew without restriction;
• the receiver gets from a third party without restriction;
• the receiver develops independently.

7.2 The receiver will use Confidential Information only for the Agreement, protect it with at least reasonable care, and share it only with people who need it and are bound by similar duties.

7.3 The receiver may disclose Confidential Information where the law requires, after prompt notice to the other party where lawful.

7.4 These duties last 3 years after the last SOW ends, and for trade secrets as long as they remain trade secrets.

7.5 On request when an engagement ends, each party returns or deletes the other's Confidential Information. Copies in routine backups, or kept because the law requires them, are excepted.

8. Data protection

8.1 Where we process personal data for you, the Data Processing Addendum at https://www.thetraide.com/legal/dpa applies, with its references to the "Agreement" read as references to this Agreement.

8.2 We keep reasonable administrative, technical and physical safeguards for the data you entrust to us.

9. Warranties

9.1 Each party warrants that it has the authority to enter into the Agreement.

9.2 We warrant that we will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards.

9.3 If Services miss that warranty and you tell us within 30 days of their delivery, we will perform them again at no charge. If we cannot, you may end the affected SOW and recover the fees paid for those Services. This is your only remedy under 9.2.

9.4 Except as this section states, the Services and Deliverables are provided "as is". Each party disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

10. Indemnities

10.1 We will defend you against a third party's claim that a Deliverable, as we delivered it, infringes its intellectual property rights. We will pay the damages and costs finally awarded, or agreed in a settlement we approve.

10.2 Section 10.1 does not cover claims arising from Client Materials, open-source or third-party components, AI-generated output, changes we did not make, or combinations with things we did not provide.

10.3 If a Deliverable is, or we believe may be, the subject of such a claim, we may change it to be non-infringing, obtain a license for you, or refund the fees paid for it.

10.4 You will defend us against third-party claims arising from Client Materials, or from your use of the Deliverables in breach of the Agreement or the law. You will pay the damages and costs finally awarded, or agreed in a settlement you approve.

10.5 The party seeking defense must notify the other promptly, give it control of the defense and settlement, and cooperate reasonably. No settlement may bind the defended party to act or pay without its consent.

11. Limitation of liability

11.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible.

11.2 Each party's total liability under the Agreement is limited to the fees paid and payable under the SOW behind the claim, in the 12 months before the event that caused it.

11.3 Sections 11.1 and 11.2 do not limit liability for fees owed, breach of confidentiality, indemnity obligations, gross negligence, fraud or wilful misconduct.

12. Term and termination

12.1 These Terms apply from the first SOW until the last one ends.

12.2 Either party may end an SOW if the other materially breaches the Agreement and does not cure it within 30 days of written notice.

12.3 Either party may end an SOW for convenience on 30 days' written notice.

12.4 When an SOW ends, you pay for Services performed and expenses incurred to that date, plus commitments made for the SOW that cannot be cancelled. Section 5.2 applies to the work you have paid for.

12.5 Sections 3 (for amounts owed), 5, 7, 9.4, 10, 11, 13 and 14 survive the end of the Agreement.

13. Disputes

13.1 The Agreement is governed by the laws of the State of New York, excluding its conflict-of-laws rules.

13.2 The parties will first try to resolve a dispute through discussion between senior representatives for 30 days.

13.3 A dispute still unresolved goes to confidential, binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before one arbitrator, in New York County, New York. Judgment on the award may be entered in any competent court.

13.4 Either party may seek an injunction in any competent court to protect its intellectual property or Confidential Information.

14. General

14.1 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture or employment.

14.2 Subcontractors. We may use subcontractors, and we remain responsible for their work.

14.3 Non-solicitation. During an engagement and for 12 months after, neither party will solicit for employment anyone from the other who worked directly on the Services. General job advertisements are not solicitation.

14.4 Publicity. Neither party will name the other or use its logo in marketing without written consent.

14.5 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. This does not excuse payment.

14.6 Assignment. Neither party may assign the Agreement without the other's consent. The exception is assignment to a successor in a merger or a sale of substantially all its assets, on written notice.

14.7 Notices. Notices must be written and sent to the addresses in the SOW. Email to james@thetraide.com counts as notice to us.

14.8 Changes. We may update these Terms for future SOWs. A signed SOW stays under the version it references unless both parties agree otherwise in writing.

14.9 Entire agreement. The Agreement is the parties' whole agreement on its subject and replaces earlier proposals. Purchase-order terms do not apply. Amendments and waivers must be written and signed by both parties.

14.10 Severability. A provision that is unenforceable is limited to the minimum extent necessary, and the rest stays in effect.

14.11 Signatures. Counterparts and electronic signatures are valid.

TraideX, LLC · james@thetraide.com