Universal
Governance.
01. Master Framework & Scope
This Universal Governance Protocol ("Agreement" or "Terms") represents the definitive legal instrument between Tradalytix Marketing LLC ("Tradalytix," "Company," "we," "us," or "our") and the Client ("you," "your," or "the entity you represent"). This Agreement governs all interactions with the Tradalytix ecosystem, including but not limited to the SaaS infrastructure, Client Portals, Diagnostic AI engines, professional agency services, and mobile applications.
02. Technical Definitional Manifest
The totality of the Tradalytix proprietary technology stack, including all source code, diagnostic neural networks, and marketing methodologies.
The specific, isolated tenant environment provisioned for the Client within our multi-tenant cloud architecture.
The direct capital allocated by the Client to third-party advertising networks (Google, Meta, etc.) under Tradalytix management.
The predictive diagnostic metric generated by our AI engines to forecast business growth trajectories.
The Data Processing Agreement which governs the handling of Personal Data in compliance with global privacy regulations.
The Statement of Work defining the specific professional deliverables and service timelines for agency-managed projects.
03. Software-as-a-Service Licensing
Tradalytix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and utilize our Platform. This license is provided on a "Subscription Basis" and is contingent upon the continuous fulfillment of all financial obligations.
License Limitations:
- Access is restricted to the specific number of "Authorized Seats" defined in your Subscription Plan.
- You shall not attempt to circumvent any license enforcement or usage tracking mechanisms.
- Use of the system for any purpose other than the management of your authorized business entity is strictly prohibited.
- Automated access (crawlers, bots, scrapers) without explicit API authorization will trigger an immediate and permanent license revocation.
04. Intellectual Sovereignty & Trade Secrets
Tradalytix retains all right, title, and interest in and to the Platform and the Services, including all Intellectual Property (IP) and trade secrets associated with the "Arsenal". This includes, but is not limited to, the underlying code, UI/UX designs, database schemas, and marketing "Blueprint" methodologies.
Derivative Works
You are expressly prohibited from creating any derivative works of our platform. Any system modifications, even if initiated by the Client, remain the sole property of Tradalytix.
Non-Competition
You agree not to utilize any information acquired through the Services to build, contribute to, or facilitate a product or service that competes directly or indirectly with Tradalytix.
05. AI Diagnostic Disclaimers & Protocols
Tradalytix utilizes advanced Artificial Intelligence (AI) and neural networks to generate business insights. Your use of these AI-driven components is subject to the following technical disclaimers:
Probabilistic Forecasting
Our AI generates diagnostic recommendations based on historical probability and market trends. We do not guarantee specific lead volumes, conversion rates, or revenue growth. All AI outputs are "Augmented Intelligence" intended to assist, not replace, professional business judgment.
Algorithmic Drift
The digital marketing landscape (Google, Meta, Apple) is subject to frequent core algorithm changes. While our AI adapts to these changes, there may be periods of "Model Adjustment" where performance metrics fluctuate as the system recalibrates.
Anonymized Model Training
You grant Tradalytix an irrevocable right to utilize anonymized, non-identifiable shards of your business data to train and improve our global home-service sector AI models. No PII is included in these training sets.
06. Professional Managed Services
For clients engaged in Managed Services (SEO, PPC, Web Dev), the following professional protocols apply:
6.1 Marketing KPIs & Reporting
We provide real-time reporting via the Client Portal. While we strive for maximum ROI, Tradalytix is not liable for fluctuations in third-party network performance (e.g., Google Ads LSA suspensions or Meta algorithm shifts).
6.2 Web Infrastructure & Ownership
Any web property built and hosted by Tradalytix remains the property of Tradalytix. We provide a **Hosted Experience**. We do not provide raw file access (FTP/SSH) or the right to migrate the proprietary Tradalytix "Blueprint" architecture to a third-party host unless a specific Buy-Out Agreement is executed.
07. Service Level Agreement (SLA)
We target an infrastructure uptime of **99.9%** for the Platform, excluding scheduled maintenance windows (typically 12 AM - 4 AM EST on Sundays).
Technical Support
Standard Support is available Mon-Fri, 8 AM - 6 PM EST with a 4-hour initial response target. Priority-1 (System Outage) support is available 24/7/365 with a 60-minute response target.
Maintenance Window
Clients will be notified via the Portal at least 48 hours prior to any non-emergency maintenance that exceeds 30 minutes in duration.
08. Financial Protocols & Covenants
Tradalytix operates on a recurring subscription model. Timely payment is a material condition of this Agreement.
Cycle Synchronicity
Billing occurs automatically on your monthly or annual cycle date. All payments are processed via Stripe or our designated fintech partners. You represent that you are an authorized user of the payment instrument provided.
Automated Suspension Protocol
Accounts reaching five (5) business days of delinquency will trigger an **Automated Infrastructure Suspension**. During suspension, all marketing services (SEO/PPC) will be paused, and access to the Client Portal will be restricted. A $250.00 "Reactivation Fee" applies once the account is brought current.
The Chargeback Covenant
Initiating a fraudulent or bad-faith chargeback through your bank or credit card provider is a material breach of this Agreement. Any such action will result in immediate permanent termination and the referral of the account to our specialized collections firm and the credit bureaus.
09. SMS & Telephony Compliance (A2P 10DLC)
Our Comms Hub allows for automated SMS and VOIP interactions. You agree to strictly adhere to the following telephony mandates:
- You warrant that you have obtained **Prior Express Written Consent** from every recipient before sending an automated SMS message.
- You shall include "STOP" to opt-out and "HELP" for instructions in every initial SMS communication.
- You are solely responsible for ensuring your business is registered for A2P 10DLC via our portal. Tradalytix is not liable for carrier-level blocking due to non-compliant content.
- The use of the system for cold-calling or bulk unsolicited messaging (SPAM) is strictly prohibited and will result in immediate VOIP trunk termination.
11. Third-Party Integration Sovereignty
The Platform integrates with third-party ecosystems (Google Ads, Local Services Ads, Meta Lead Forms, Stripe, Gusto). Your use of these integrations is subject to their respective terms.
No Agency Liability:
Tradalytix acts as your technical interface for these networks. We are NOT liable for (i) account suspensions initiated by Google/Meta, (ii) fluctuations in third-party lead pricing, or (iii) data breaches occurring within the infrastructure of these third-party partners.
10. Universal Acceptable Use Policy (AUP)
To preserve the integrity of our digital arsenal, you are strictly prohibited from utilizing the system for:
System Integrity
- Probing, scanning, or testing the vulnerability of our infrastructure.
- Uploading malware, viruses, or any disruptive script.
- Forging headers or manipulating identifiers to disguise your origin.
Commercial Ethics
- Impersonating Tradalytix staff or other clients.
- Engaging in deceptive lead generation or fraudulent job posting.
- Harvesting platform data for employee poaching or trade secret theft.
13. Non-Solicitation & Non-Disparagement
13.1 Personnel: During the term of this Agreement and for a period of twenty-four (24) months thereafter, you shall not, directly or indirectly, solicit, hire, or engage any employee or contractor of Tradalytix who was involved in the provision of Services to you.
13.2 Brand Integrity: You agree not to make any disparaging, defamatory, or negative statements regarding Tradalytix, its officers, employees, or the "Arsenal" platform in any public forum, social media, or review site. We maintain an open channel for private dispute resolution to address all legitimate concerns.
14. Export Control & Sanctions Compliance
The Service utilizes advanced cryptographic software subject to United States export control laws. You warrant that you are not located in a prohibited territory and that you will not export or re-export the Service to any country or individual subject to US embargoes or sanctions.
11. Mutual Indemnification Protocols
11.1 Client Indemnity
You shall defend, indemnify, and hold harmless Tradalytix Marketing and its affiliates from any third-party claims, lawsuits, or liabilities arising from (i) your misuse of the platform, (ii) your breach of any law or regulation, including TCPA/SMS compliance, or (iii) the content of your Client Data.
11.2 Tradalytix Indemnity
We shall defend the Client against third-party claims that the Platform infringes on a valid US intellectual property right, provided the Client has utilized the Platform in accordance with these Terms and has not modified the underlying code.
12. Limitation of Liability (MAXIMUM PROTECTION)
TO THE FULLEST EXTENT PERMITTED BY LAW, TRADALYTIX MARKETING'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT—WHETHER IN CONTRACT, TORT, OR OTHERWISE—SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. WE ARE NOT LIABLE FOR LOST PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.
13. Binding Arbitration & Dispute Resolution
Any dispute arising under this Agreement shall be resolved through final and binding arbitration in **Sevierville, TN**, administered by JAMS under its Streamlined Arbitration Rules.
BY EXECUTING THIS AGREEMENT, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN ANY CLASS-ACTION LITIGATION AGAINST TRADALYTIX MARKETING.
14. Termination & Data Portability Protocol
Either party may terminate this Agreement with thirty (30) days' written notice. Tradalytix reserves the right to terminate for Cause (material breach) immediately.
The Exit Strategy: Upon termination, your license to access the "Arsenal" is revoked. You will have a fifteen (15) day "Data Migration Window" to export your Client Data (Lead lists, jobs) in CSV format. After 15 days, the account and its isolated tenant site will be scheduled for permanent destruction within our primary production databases.
15. Corporate Governance Registry
123 Marketing Avenue, Suite 100
Sevierville, TN, USA