TRADESPAN TERMS OF SERVICE (Clickwrap)

Version 2.0 — Effective {{effective_date}}

These Terms of Service ("Terms") govern access to and use of the TradeSpan platform at pro.luckysconnect.com and all associated services (collectively, the "Services"). By clicking "I agree," signing up, or accessing the Services, you ("Customer" or "you") agree to be bound by these Terms, the TradeSpan Master Services Agreement, the Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum, the Nationwide State-Specific Rider, and all other documents incorporated by reference. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

1. Eligibility

You must be at least 18 years old and legally capable of entering into contracts. The Services are for business use only and are not intended for individual consumer transactions or for children.

2. Account Registration

You will (a) provide accurate, current, complete information, (b) maintain it, (c) safeguard your credentials, and (d) notify TradeSpan of any unauthorized access. You are responsible for all activity under your account.

3. Fees; Auto-Renewal

Fees are stated on your Order Form or subscription page. Your subscription automatically renews for successive periods equal to the initial term unless you cancel at least 30 days before renewal. Fees are non-refundable. See the MSA §3–4 and the Nationwide State-Specific Rider.

4. Acceptable Use

You agree not to (a) use the Services for spam, robocalling, or TCPA-violating messaging; (b) upload malware or illegal content; (c) scrape, reverse-engineer, or resell the Services; (d) send PHI without a signed BAA; (e) use the Services to compete with TradeSpan; (f) impersonate; (g) violate law. Full details in the AUP.

5. Customer Content

You retain ownership of content you upload. You grant TradeSpan a worldwide, royalty-free license to host, transmit, display, and process your content as needed to provide the Services. You represent that you have all rights to the content and that it does not violate law or third-party rights.

6. Third-Party Services

The Services integrate with third parties (Stripe, Twilio, Google, Microsoft, Intuit, Discord, etc). Your use of those services is governed by their own terms. TradeSpan is not responsible for third-party services or their outages.

7. Modification of Services and Terms

TradeSpan may update the Services or these Terms at any time. Material changes will be posted at pro.luckysconnect.com/legal or sent by email at least 30 days before taking effect. Continued use after the effective date constitutes acceptance. If you object, your sole remedy is to stop using the Services and cancel at the next renewal (no refund).

8. Termination

TradeSpan may suspend or terminate your account at any time for violation of these Terms, non-payment, or as required by law. See MSA §5.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. SEE MSA §8.

10. Limitation of Liability

TRADESPAN'S TOTAL LIABILITY IS CAPPED AT FEES PAID IN THE PRIOR 12 MONTHS. SEE MSA §10.

11. Indemnification

You will defend, indemnify, and hold TradeSpan harmless from claims arising from your content, your use, your business, and your users. See MSA §9.2.

12. Arbitration; Class Waiver; Jury Waiver

BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION AND WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION. See MSA §13 and the Arbitration Addendum. If you reside in Massachusetts, Montana, or New Jersey, or the arbitration clause is otherwise unenforceable under your state's law, alternative dispute-resolution provisions apply (see the Nationwide State-Specific Rider).

13. Governing Law

Delaware law governs, without regard to conflict-of-laws. Any non-arbitrable dispute will be brought in New Castle County, Delaware.

14. Contact

legal@tradespan.io — 30 days' written notice for any dispute or claim.