PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 12. BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR ACCESSING OR USING THE PLATFORM, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND OF LEGAL AGE TO FORM A BINDING CONTRACT, (3) THE INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR REGISTRATION IS TRUE, ACCURATE, AND COMPLETE, AND (4) IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.
This Terms of Service agreement (“Agreement”) is entered into by and between True Automations, LLC d/b/a TAVA, a Virginia Limited Liability Company (“Company,” “we,” “us,” or “our”), and the individual or business entity accessing or using the Platform (“Customer,” “you,” or “your”). This Agreement, together with Company’s Privacy Policy available at tavafortrades.com/privacy/ (the “Privacy Policy”), and any other policies referenced herein (collectively, the “Terms”), governs Customer’s access to and use of the Platform and the Services. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THEM, CREATE AN ACCOUNT, OR ACCESS OR USE THE PLATFORM.
Company reserves the right to modify this Agreement at any time by posting the revised Terms to the Platform or otherwise notifying Customer. Except as provided below, the revised Terms become effective upon posting, and Customer’s continued use of the Platform after that date constitutes acceptance of the revised Terms. If a revision materially expands Company’s rights to use Customer Data, adds or materially modifies the arbitration agreement in Section 12, or materially reduces Customer’s rights under this Agreement, Company will require Customer’s affirmative acceptance of the revised Terms (for example, through an in-Platform acceptance prompt) before that revision becomes effective as to Customer, rather than relying on continued use alone. If Customer does not agree to a change, Customer’s sole remedy is to stop using the Platform and cancel its Subscription in accordance with Section 4.
1. DEFINITIONS.
a. “Affiliate” of a Party means any entity that controls, is controlled by, or is under common control with such Party, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of an entity.
b. “AI Features” means any artificial intelligence or machine learning-based functionality made available through the Platform, including without limitation AI-based voice agents, chat agents, content generation tools, and workflow automation features.
c. “Authorized User” means an employee, contractor, or agent of Customer who is authorized by Customer to access and use the Platform on Customer’s behalf and who has been issued Login Credentials by or through Customer.
d. “Customer Data” means all data, content, and information submitted by Customer or its Authorized Users into the Platform, and the Customer-specific output generated by their use of the Platform, including without limitation contact and lead information, communications content, and audio recordings and transcripts of voice interactions between Customer’s end users and any AI voice agent made available through the Platform (“Voice Data”).
e. “De-identified Data” means data derived from Customer Data and Usage Data that has been processed so that it does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, or any natural person.
f. “Documentation” means any user guides, help center materials, and policies made available by Company that describe the functionality, features, or use of the Platform, as updated from time to time.
g. “Fees” means the recurring Subscription fees and any other charges payable by Customer to Company under Section 4, in accordance with Company’s then-current pricing for the applicable Subscription tier.
h. “Platform” means Company’s branded, hosted technology offering described at https://tavafortrades.com, including business calling, messaging, AI answering, lead-response functionality, and the Documentation, made available to Customer under this Agreement. The Platform includes functionality delivered on Customer’s behalf, whether or not Customer directly accesses a software interface.
i. “Platform Provider” means HighLevel LLC (d/b/a GoHighLevel), the unaffiliated third-party technology provider whose software-as-a-service infrastructure Company licenses and white-labels to deliver the Platform to Customer.
j. “Services” means the Platform and any related support, onboarding, or other services described in this Agreement, and activities related to providing the same.
k. “Subprocessor” means a third-party vendor engaged by Company or the Platform Provider in connection with the Services, including without limitation the Platform Provider itself, telecommunications carriers, AI model providers, and payment processors.
l. “Subscription” means the recurring paid plan purchased by Customer to access the Platform, as selected by Customer at sign-up or thereafter.
m. “Third-Party Products and Content” means any applications, products, services, or content that interoperate with the Platform and that are provided by Customer or a third party other than Company.
n. “Usage Data” means data relating to the performance and operation of the Platform, including activity logs, processing times, and usage statistics, which does not include any personally identifiable information.
2. COMPANY RESPONSIBILITIES.
a. Provision of the Platform. Subject to the terms of this Agreement, including timely payment of Fees, Company grants Customer a non-exclusive, non-transferable, and non-sublicensable right for Customer and its Authorized Users to access and use the Platform solely for Customer’s internal business operations, in accordance with the Documentation. Company will use commercially reasonable efforts to make the Platform available, consistent with standards generally observed by providers of comparable white-labeled SaaS offerings. Company does not guarantee uninterrupted, error-free, or continuous availability of the Platform. Because the Platform is built on infrastructure licensed from the Platform Provider, Company’s ability to deliver the Services is dependent upon the continued availability of the Platform Provider’s underlying technology.
b. Updates. This Agreement applies to all updates and upgrades to the Platform made available by Company from time to time. Company may modify the functionality, user interface, and Documentation of the Platform in its sole discretion, including as a result of changes made by the Platform Provider to the underlying technology.
c. Protection of Customer Data. Company will maintain administrative, physical, and technical safeguards designed to prevent unauthorized access to or use of Customer Data, consistent with the safeguards made available to Company by the Platform Provider. In the event Company becomes aware of a confirmed security incident affecting Customer Data, Company will notify Customer without undue delay and in no event later than the timeframe required under applicable law, taking into account the timing of any notice Company itself receives from the Platform Provider or another Subprocessor regarding the incident.
d. Compliance with Laws. Company will comply with all laws applicable to its provision of the Platform to its customers generally, without regard to the specific nature of any particular customer’s use of the Platform.
e. Subprocessors; Platform Provider Dependency. Company engages Subprocessors, including the Platform Provider, telecommunications carriers, AI model providers, and payment processors, in connection with the Services. Customer acknowledges and agrees that (i) Customer Data, including Voice Data, may be transmitted to and processed by Subprocessors as necessary to deliver the Services; (ii) Company is not responsible for the availability, performance, or security practices of any Subprocessor except to the extent a loss arises directly from Company’s own breach of its confidentiality obligations under Section 6; and (iii) if the Platform Provider or any other Subprocessor experiences an outage, discontinues a feature, or modifies its service, Company’s corresponding obligations under this Agreement will be suspended or adjusted to the extent Company’s performance is dependent on that Subprocessor, without liability to Company.
3. ACCESS TO AND USE OF THE PLATFORM.
a. Authorized Users. Authorized User accounts may not be shared or used by more than one individual. Customer is responsible for maintaining the confidentiality of its Login Credentials and for all activity occurring under its account, whether or not authorized by Customer. Customer will retain sole control over the operation, management, and use of the Platform by its Authorized Users, and is obligated to implement recommended security measures made available by Company, including multi-factor authentication where offered.
b. General Customer Responsibilities. Customer will: (i) obtain all permissions and consents required for Company and its Subprocessors to access and process Customer Data; (ii) be responsible for its Authorized Users’ and its own end customers’ compliance with this Agreement; (iii) be solely responsible for the accuracy, legality, and appropriateness of Customer Data; (iv) use commercially reasonable efforts to prevent unauthorized access to the Platform and promptly notify Company of any such access; (v) use the Platform only in accordance with applicable law; and (vi) maintain in effect all licenses, permissions, and authorizations necessary to carry out its obligations under this Agreement.
c. Telecommunications Compliance. If Customer uses the Platform to send or receive calls, texts, emails, or other communications, Customer is solely and exclusively responsible for compliance with all applicable laws governing such communications, including without limitation the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), the CAN-SPAM Act, applicable do-not-call registry requirements, state telemarketing registration, licensing, or bonding requirements, carrier and telecommunications provider rules (including 10DLC registration requirements), state and federal wiretapping and call-recording laws (including obtaining all consents required prior to recording voice interactions with its own end users, such as two-party consent where required by applicable state law), and, where applicable, the EU General Data Protection Regulation and Canada’s Anti-Spam Legislation. Customer, and not Company, will be deemed the “sender,” “telemarketer,” “advertiser,” or “seller” of all communications sent using the Platform for all legal and regulatory purposes. Customer represents and warrants that it has obtained, and will continue to obtain and maintain records of, all consents necessary from recipients before contacting them through the Platform, and that it has satisfied any applicable registration, licensing, or bonding obligations prior to sending such communications. These obligations survive termination of this Agreement.
d. AI Features; Disclosure Obligation. Customer’s use of any AI Features is additionally subject to Company’s AI Acceptable Use Policy in Section 8. Without limiting Section 8, if Customer uses an AI-based voice or chat feature to interact with its own end users or customers, Customer must clearly disclose to those individuals that they are interacting with an AI-based system.
e. Privacy and Data Protection Obligations. Where Customer uses the Platform to collect, process, or store personal data of its own end users or customers, Customer will: (i) implement and maintain its own privacy policy and terms of service providing a level of protection at least equal to that described in this Agreement, and obtain affirmative consent from its end users to be bound by the same; (ii) be solely responsible for responding to and fulfilling all data subject rights requests (including access, deletion, correction, portability, and objection requests) from its end users within the timeframes required by applicable law; (iii) be solely responsible for complying with applicable data breach notification laws with respect to any incident affecting personal data it controls, including bearing all costs of any required notifications; and (iv) establish and maintain data retention and deletion practices for Customer Data collected from its end users that comply with applicable law and do not retain such data longer than necessary.
f. Biometric Data; Voice Recording Consent. The Services include recording and transcription of calls handled through the Platform, including calls forwarded to Customer, subject to applicable notice and consent requirements. Customer is responsible for identifying and satisfying applicable requirements for its communications and for providing Company with lawful configuration instructions. Company configures the disclosures and call handling on Customer’s behalf. Customer may not instruct Company to omit legally required notices or consents, and Company may decline instructions that would violate applicable law. Nothing in this Agreement relieves either Party of its own legal obligations.
If a caller declines or withdraws consent, recording and transcription must not begin or must stop, as applicable. Where an unrecorded transfer has been configured and verified, the call may be transferred to Customer’s designated number. Otherwise, the caller will be directed to an alternative contact method and the call ended.
Company retains recordings and transcripts for up to twelve (12) months after creation and then deletes them from active systems, unless earlier deletion is required by law or a longer retention period is legally required. Earlier deletion following termination remains governed by Section 11(e). Customer is responsible for copies it exports or independently retains. The Services do not currently include voice cloning or speaker-identification functionality.
g. Customer Data and Security. Customer and its Authorized Users will have access to Customer Data and are solely responsible for all changes to, and deletions of, Customer Data, and for the security of all passwords and account information used to access the Platform. Customer bears sole responsibility for the accuracy, quality, integrity, legality, and appropriateness of Customer Data and the means by which it was acquired.
h. Usage Restrictions. Customer may not: (i) make the Platform available to, or use it for the benefit of, anyone other than Customer and its Authorized Users, except as expressly permitted under a separate written agreement with Company; (ii) sublicense, resell, rent, or time-share the Platform; (iii) upload or transmit content that is unlawful, infringing, or that Customer does not have the right to make available; (iv) interfere with or disrupt the Platform or any related systems or networks; (v) reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform, except to the limited extent such restriction is unenforceable under applicable law; (vi) access the Platform to build a competitive product; (vii) misrepresent an affiliation with Company or with the Platform Provider, or hold itself out as an employee, agent, or representative of either; or (viii) directly or indirectly contact the Platform Provider regarding the Platform, including for support, account, or billing matters. Company may review and monitor use of the Platform to ensure compliance with this Section.
i. Third-Party Products and Content. If Customer enables Third-Party Products and Content for use with the Platform, such use is solely at Customer’s own risk. Company does not guarantee, warrant, or support any Third-Party Products and Content, and is not responsible for any use, disclosure, modification, or deletion of Customer Data by the providers of such Third-Party Products and Content.
j. Eligibility and Verification. The Platform is offered only to Customers who are at least eighteen (18) years of age and able to form a binding contract, and who are accessing the Platform for business use or in connection with a trade, craft, or profession. Company may condition access to the Platform, or to certain features, on Customer’s completion of reasonable verification or authentication procedures, including identity or business verification, and may suspend or terminate access if it determines such requirements have not been satisfied.
4. FEES AND PAYMENT; AUTO-RENEWAL.
a. Fees. Customer will pay all Fees associated with its Subscription, billed monthly or annually as selected by Customer, in accordance with Company’s then-current rates for the applicable Subscription tier, including any reasonable additional fees Company may charge for payment processing. Fees are based on tiers determined by Company. Company reserves the right to change its Fees and rates at any time in its sole discretion and will provide Customer notice of any increase before it takes effect on Customer’s next billing cycle.
b. Subscription Price. The price for a Subscription will be displayed to Customer at the time of registration or upgrade. The total amount charged to Customer’s payment method for each billing cycle will be the then-applicable Subscription price, plus any applicable taxes and fees.
c. Payments. Fees will be charged to the payment method Customer selects at sign-up, or as later updated by Customer. Customer authorizes Company, or its third-party payment processor, to charge the selected payment method for each Subscription period on the applicable billing date. To avoid being charged, Customer must cancel its Subscription before the next billing date in accordance with Section 4(h).
d. No Refunds. PAYMENT OBLIGATIONS ARE NON-CANCELABLE, AND ALL FEES PAID ARE NON-REFUNDABLE. NO CREDITS WILL BE ISSUED FOR PARTIALLY USED SUBSCRIPTION PERIODS, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW.
e. Third-Party Payment Processor; PCI-DSS. Customer agrees to be bound by the terms of Company’s third-party payment processor, currently Stripe, Inc. (“Stripe”), including the Stripe Services Agreement available at https://stripe.com/connect-account/legal, as modified by Stripe from time to time. As a condition of using the Platform with Stripe, Customer agrees to provide Company accurate and complete information about Customer and its business, and authorizes Company to share such information and related transaction information with Stripe for purposes of providing payment processing services. Customer further authorizes Company to pass information provided by Customer to Stripe so that Stripe may use it to protect the integrity of Customer’s account. Company may change its third-party payment processor from time to time upon notice to Customer, and Customer agrees to be bound by the updated processor’s terms; if Customer does not agree, Customer must discontinue use of the Platform. Company relies on Stripe’s compliance with the Payment Card Industry Data Security Standard (PCI-DSS) for the handling of payment card data, and Company does not itself receive, transmit, or store cardholder data in connection with the Services. Billing under this Agreement is conducted exclusively through Stripe.
f. CUSTOMER MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE BILLING INFORMATION AND MUST PROMPTLY UPDATE SUCH INFORMATION TO KEEP IT CURRENT (INCLUDING ANY CHANGE IN BILLING ADDRESS OR PAYMENT METHOD), AND MUST PROMPTLY NOTIFY COMPANY OR ITS PAYMENT PROCESSOR IF CUSTOMER’S PAYMENT METHOD IS CANCELED OR IF CUSTOMER BECOMES AWARE OF A POTENTIAL SECURITY BREACH, SUCH AS UNAUTHORIZED USE OF A USERNAME OR PASSWORD. IF CUSTOMER FAILS TO PROVIDE THE FOREGOING INFORMATION, CUSTOMER AGREES THAT COMPANY MAY CONTINUE CHARGING CUSTOMER FOR USE OF THE PLATFORM UNLESS AND UNTIL CUSTOMER HAS TERMINATED THIS AGREEMENT AS SET FORTH HEREIN.
g. Auto-Renewal. Customer agrees that, at the end of each billing cycle, the Subscription will automatically renew and the payment method on file will automatically be charged at the start of each new Subscription period for the Fees and taxes applicable to that billing cycle, under the same conditions as the prior billing cycle, unless Customer has cancelled its Subscription prior to the renewal date in accordance with Section 4(h). For annual Subscriptions, Company will send notice of the upcoming renewal charge at least thirty (30) days before the renewal date, or such other period as required by applicable law.
h. Cancellation. Customer may cancel its Subscription at any time through its account settings or by contacting Company as described in Section 13(c). Cancellation stops all future billing as of the next billing date. If a Subscription is cancelled mid-billing cycle, there is no prorated refund for the unused portion of the current period, and Customer will retain access to the Platform through the end of the then-current paid period unless this Agreement is terminated sooner under Section 11.
i. Taxes. Fees are exclusive of all applicable sales, use, excise, value-added, goods and services, and similar taxes, and Customer is solely responsible for all such taxes, other than taxes based on Company’s net income. Should any payment be subject to withholding tax, Customer will reimburse Company for such withholding tax.
j. Compliance; Usage Verification. Company may verify Customer’s compliance with the usage limits of its Subscription tier, including by reviewing Platform usage data. If Customer’s usage exceeds the limits of its Subscription tier, Company may charge Customer additional Fees for the excess usage at Company’s then-current rates, or require Customer to upgrade to a Subscription tier that covers its actual usage.
5. PROPRIETARY RIGHTS.
a. Company Property. As between Company and Customer, and subject to the limited rights expressly granted to Customer, Company (together with the Platform Provider and its other licensors, as applicable) exclusively owns all right, title, and interest in and to the Platform, including all modifications, derivative works, and improvements thereto. No rights are granted to Customer other than as expressly set forth in this Agreement. Customer acknowledges that certain underlying technology comprising the Platform is licensed by Company from the Platform Provider and remains the property of the Platform Provider.
b. Feedback. If Customer provides Company any feedback or suggestions regarding the Platform, Customer grants Company an unlimited, worldwide, irrevocable, perpetual, royalty-free license to use such feedback for any purpose without obligation or compensation to Customer.
c. Customer Data License. Customer grants Company a worldwide, non-exclusive, royalty-free, limited-term license to access, use, copy, and process Customer Data, and to provide necessary access to Subprocessors, solely to: (i) provide, maintain, and update the Platform for Customer ; (ii) address service or technical issues or respond to Customer’s support requests; (iii) comply with applicable law; or (iv) as expressly permitted in writing by Customer. Company acquires no other right, title, or interest in Customer Data. Company may , during and after the term of this Agreement, collect, use, and analyze De-identified Data for its lawful business purposes, including to improve and enhance the Platform.
d. Data Export and Retention. Company does not independently back up, aggregate, or export Customer Data on Customer’s behalf beyond what is necessary to provide the Platform. Customer is solely responsible for exporting and retaining copies of its own Customer Data, particularly before any termination or expiration of this Agreement. Except as set forth in Section 11(e) (Effect of Termination), Company has no obligation to store or retain Customer Data following termination or expiration of Customer’s Subscription.
6. CONFIDENTIALITY.
a. Definition. “Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information of Customer includes Customer Data ; Confidential Information of Company includes the Platform and the terms of this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was already known to the Receiving Party, is received from a third party without restriction, or is independently developed without reference to the Disclosing Party’s Confidential Information.
b. Protection. The Receiving Party will use at least reasonable care to protect the Disclosing Party’s Confidential Information, will not use it outside the scope of this Agreement, and will limit access to personnel and agents who need it for purposes consistent with th is Agreement and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party may disclose Confidential Information if compelled by law, provided it gives the Disclosing Party prior notice where legally permitted.
7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.
a. Mutual Representations. Each Party represents that it is duly organized and validly existing, and has the right and authority to enter into this Agreement.
b. Customer Warranty. Customer represents and warrants that Customer Data, and Customer’s and its Authorized Users’ use of the Platform, (i) will not infringe, misappropriate, or otherwise violate the intellectual property, privacy, or publicity rights of any third party, and (ii) will comply with all applicable laws, including those referenced in Section 3.
c. Disclaimer. Except as expressly provided in this Agreement and to the maximum extent permitted by applicable law, the Services are provided “as is” and “as available.” Company disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not warrant uninterrupted or error-free operation, accurate or complete AI-generated responses, any particular response time, or any minimum number of leads, appointments, completed jobs, or revenue. This disclaimer does not override Company’s express obligations under this Agreement or rights that cannot lawfully be excluded.
8. AI ACCEPTABLE USE.
a. Disclaimers. AI FEATURES MAY PRODUCE CONTENT THAT IS INACCURATE, INCOMPLETE, OR OTHERWISE UNRELIABLE. COMPANY MAKES NO WARRANTY AS TO THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF ANY AI-GENERATED CONTENT. AI FEATURES ARE NOT DESIGNED OR INTENDED TO MEET CUSTOMER’S LEGAL, REGULATORY, OR COMPLIANCE OBLIGATIONS, AND CONTENT GENERATED BY AI FEATURES DOES NOT CONSTITUTE LEGAL, FINANCIAL, MEDICAL, TAX, OR OTHER PROFESSIONAL ADVICE.
b. Customer Responsibilities. Customer is solely responsible for reviewing, editing, and validating all AI-generated content before use, publication, or distribution, and must not rely on such content without independent verification. Customer will not input sensitive personal information, protected health information, or other confidential information into any AI Feature. Where an AI Feature is used to interact directly with Customer’s end users or customers (such as an AI voice or chat agent), Customer must disclose that fact to those individuals.
c. Acceptable Use. Customer will not use any AI Feature: (i) in any jurisdiction that prohibits or restricts the use of artificial intelligence; (ii) to discriminate against, harass, or generate hateful or violent content targeting any person or group; (iii) to generate content that infringes any third party’s intellectual property rights; (iv) to spread misinformation or engage in fraudulent or deceptive practices; (v) as part of an automated decision-making process with legal or similarly significant effects, including credit, employment, housing, insurance, or public-assistance eligibility determinations; or (vi) to generate individualized advice that in the ordinary course would be provided by a licensed professional, including legal, medical, financial, or tax advice.
d. Indemnification. In addition to Customer’s indemnification obligations under Section 9, Customer will indemnify, defend, and hold Company harmless from any claim arising from Customer’s use of the AI Features or any content generated therefrom, including claims of infringement, defamation, or reliance on inaccurate output.
9. INDEMNIFICATION.
a. Customer Indemnification. Customer will defend, indemnify, and hold harmless Company and its Affiliates from and against any third-party claim, lawsuit, or proceeding, and will indemnify Company and its Affiliates for any damages and reasonable attorneys’ fees finally awarded arising from or relating to: (i) Customer Data or any Third-Party Products and Content; (ii) Customer’s or its Authorized Users’ negligence, misconduct, or breach of this Agreement; (iii) Customer’s or its Authorized Users’ violation of applicable law, including the telecommunications, privacy, and AI-related obligations described in Sections 3 and 8; or (iv) any dispute between Customer and its own end users or customers.
b. Company Indemnification. Company will indemnify Customer for direct damages finally awarded against Customer arising from Company’s gross negligence, willful misconduct, or material breach of its confidentiality obligations under Section 6
c. Procedures. The indemnified Party will provide the indemnifying Party prompt written notice of any claim, the right to control the defense (with the indemnified Party permitted to participate at its own expense), and reasonable cooperation. The indemnifying Party may not settle a claim without the indemnified Party’s prior written consent if the settlement imposes liability or admits fault on the indemnified Party.
d. Exclusive Remedy. This Section 9 states the indemnifying Party’s sole liability, and the indemnified Party’s exclusive remedy, for the claims described herein.
10. LIMITATION OF LIABILITY.
a. EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR LOST PROFITS, LOST BUSINESS OR REVENUE, LOSS OF GOODWILL, LOSS OF USE OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
b. Aggregate Liability Cap. To the maximum extent permitted by applicable law, each Party’s total aggregate liability arising out of or relating to this Agreement will not exceed the fees Customer paid Company under this Agreement during the twelve (12) months immediately preceding the first event giving rise to liability. This is a single aggregate limit, not a separate limit for each claim or incident.
This cap does not apply to fraud, willful misconduct, Customer’s unpaid fees, either Party’s indemnification obligations under Section 9, Customer’s indemnification obligations under Section 8(d), or liability that applicable law prohibits limiting.
c. Reliance and Sole Remedy. Any reliance Customer or its Authorized Users place on information or outputs generated through the Platform, including AI-generated content, is strictly at Customer’s own risk. Except for the remedies expressly set forth in Sections 8(d) and 9, Customer’s sole and exclusive remedy for any dissatisfaction with the Platform, or any dispute regarding this Agreement or Company’s enforcement of it, is to cease use of the Platform and cancel its Subscription in accordance with Section 4(h).
d. Scope. The exclusions and limitations in this Section 10 apply regardless of the legal theory of liability asserted, whether in contract, tort, or otherwise, to the maximum extent permitted by applicable law, and reflect the Parties’ agreed allocation of risk.
11. TERM, TERMINATION, AND SUSPENSION.
a. Term. This Agreement commences on the date Customer accepts it and continues until terminated as provided herein. Customer’s Subscription renews automatically in accordance with Section 4(g) unless cancelled in accordance with Section 4(h).
b. Suspension. Company may suspend Customer’s or any Authorized User’s access to the Platform, in whole or in part, without liability, if: (i) Customer or an Authorized User is using the Platform in violation of this Agreement or applicable law; (ii) suspension is necessary to protect the security or integrity of the Platform; (iii) suspension is required by applicable law; (iv) any Fees owed by Customer are thirty (30) days or more overdue, provided Company has given Customer at least ten (10) days’ prior notice; or (v) the Platform Provider determines, in its sole discretion, that Customer’s use of the underlying platform is suspicious, unlawful, or in violation of the Platform Provider’s own terms, and directs Company to suspend Customer’s access. Company will have no liability for any damages resulting from any suspension under this Section, and no Fees will be refunded on account of a suspension under this Section.
c. Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days’ written notice if the other Party materially breaches this Agreement and, if curable, fails to cure the breach within that period.
d. Other Termination Events. Company may terminate this Agreement immediately upon written notice if Customer: (i) fails to pay any amount when due and such amount remains unpaid ten (10) business days after notice; (ii) becomes insolvent or subject to bankruptcy proceedings; or (iii) commits a material or repeated violation of Section 3(h) (Usage Restrictions). Company may also terminate this Agreement, or suspend Customer’s access, immediately and without liability if the Platform Provider terminates, suspends, or materially restricts Company’s own access to the underlying platform for any reason, including reasons unrelated to Customer’s conduct.
e. Effect of Termination. Upon termination, all rights granted to Customer to access and use the Platform immediately cease, and all unpaid Fees become immediately due. Company will retain Customer Data for up to ninety (90) days following termination, after which Company reserves the right to permanently delete such data, consistent with the data retention practices of the Platform Provider. Company is not liable for any loss of data resulting from such deletion.
f. Survival. The Sections titled “Definitions,” “Fees and Payment; Auto-Renewal,” “Proprietary Rights,” “Confidentiality,” “AI Acceptable Use,” “Indemnification,” “Limitation of Liability,” “Term, Termination, and Suspension,” “Dispute Resolution; Arbitration Agreement ,” and “General Provisions” will survive termination of this Agreement.
12. DISPUTE RESOLUTION; ARBITRATION AGREEMENT.
a. Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflicts of laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement in this Section 12.
b. Informal Resolution. Before initiating arbitration, the Party raising a dispute will provide written notice describing the dispute and the relief requested. Notices to Company must be sent to support@tavafortrades.com; notices to Customer will be sent to the email address associated with Customer’s service. The Parties will attempt in good faith to resolve the dispute within thirty (30) days after receipt of the notice. This process does not prevent either Party from filing an eligible small claims action, seeking urgent interim relief, or making a filing necessary to preserve a claim before a deadline expires.
c. Agreement to Arbitrate; Exceptions. Except as provided in this Section 12, Company and Customer agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or the Services (a “Dispute”) will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, including applicable expedited procedures. Either Party may instead bring an individual action in a small claims court with jurisdiction. Either Party may seek temporary or preliminary relief in a court of competent jurisdiction to protect intellectual property or confidential information pending arbitration. Nothing in this Section requires arbitration of a claim that applicable law prohibits from being subject to pre-dispute arbitration. Judgment on an arbitration award may be entered in any court with jurisdiction.
d. Individual Proceedings; Class Action Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND CUSTOMER AGREE TO RESOLVE DISPUTES IN THEIR INDIVIDUAL CAPACITIES ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE DIFFERENT CUSTOMERS’ CLAIMS OR PRESIDE OVER A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. This provision does not override any nonwaivable right or any administrative procedures AAA applies to coordinated filings.
e. Procedure and Location. A single arbitrator will decide the Dispute. The designated place of arbitration is Fairfax County, Virginia. Customer may elect to participate by videoconference; proceedings may be conducted on written submissions when permitted by the applicable AAA rules or agreed by the Parties and the arbitrator. Applicable AAA rules, procedures, and fee schedules are available at AAA rules and fee schedules. Nothing in this Agreement overrides rules that AAA determines must apply to the Dispute.
f. Right to Opt Out. Customer may opt out of the arbitration agreement by emailing support@tavafortrades.com within thirty (30) days after first accepting this Agreement. The notice must include Customer’s name, business name if applicable, the email address associated with the service, and a clear statement that Customer opts out of arbitration. Opting out will not terminate Customer’s service or otherwise change the remaining Terms. If Customer opts out, Sections 12(c) through 12(e) will not apply, and Disputes will be resolved as provided in Section 12(g).
g. Venue for Non-Arbitrable Disputes. Except for eligible small claims actions and proceedings that applicable law requires to be brought elsewhere, any Dispute not subject to arbitration, including a Dispute following a timely opt-out, will be brought in the state courts of Fairfax County, Virginia, or the United States District Court for the Eastern District of Virginia. Each Party consents to the jurisdiction and venue of those courts.
h. Costs and Attorneys’ Fees. Arbitration filing fees, administrative fees, and arbitrator compensation will be allocated under the applicable AAA rules and fee schedules, subject to applicable law. Each Party will bear its own attorneys’ fees and expenses unless applicable law requires or authorizes a different award. This Section does not create an automatic prevailing-party entitlement to attorneys’ fees or limit obligations to indemnify under Section 9.
13. GENERAL PROVISIONS.
a. Force Majeure. Except for payment obligations, neither Party will be liable for any failure or delay in performance due to events beyond its reasonable control, including natural disasters, pandemics, war, internet or telecommunications outages, labor shortages, governmental action, or any outage, discontinuation, or material modification of the Platform Provider’s underlying technology.
b. Assignment. Customer may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement, in whole or in part, without consent, including in connection with a merger, reorganization, sale of assets, or a change in Company’s underlying Platform Provider.
c. Notices. Notices under this Agreement must be in writing and sent to the addresses on file, or, for notices to Customer, to the email address associated with Customer’s account. Notices to Company must be sent to support@tavafortrades.com.
d. Relationship of the Parties; No Third-Party Beneficiaries. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship, and confers no rights on any third party, including the Platform Provider, to enforce any term of this Agreement.
e. Waiver; Severability. No failure or delay by either Party in exercising any right will constitute a waiver of that right. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in full force and effect.
f. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the Platform and supersedes all prior agreements or representations on the subject. No terms in any purchase order or similar document submitted by Customer will be incorporated into this Agreement, and all such terms are null and void. This Agreement may not be amended except by Company’s posting of revised Terms in accordance with the introductory paragraph above.
g. Attribution. Customer agrees that Company may use Customer’s name and logo to identify Customer as a customer of Company on Company’s website, in marketing materials, and in communications with existing or prospective customers. Any such use will be consistent with Customer’s style guidelines or requirements as communicated to Company. Customer may withdraw this permission at any time upon written notice to Company, effective as to uses not yet published.
h. Representations. Customer represents that it has read and understands this Agreement and has had the opportunity to have it reviewed by legal counsel. The individual accepting this Agreement on Customer’s behalf represents that they are duly authorized to accept this Agreement on Customer’s behalf and that this Agreement is binding on Customer.
i. Language. The English-language version of this Agreement is the only legally operative version. Any translated version is provided for reference and convenience only and is not binding on either Party.