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Terms of Service

Trade License HQ Last Updated: May 1, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "User," or "you") and Ritt & Royce, doing business as Ritt & Royce and Trade License HQ ("Trade License HQ," "we," "us," or "our"), a company organized and operating under the laws of the State of Michigan, United States. Please read these Terms carefully before using the Trade License HQ platform and services.

1. Acceptance of Terms

1.1 Agreement to Terms. By creating an account, accessing, or using the Trade License HQ platform, website, or any associated services (collectively, the "Service"), you agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy (incorporated herein by reference). If you do not agree to these Terms in their entirety, you must not access or use the Service.

1.2 Authority to Accept. You represent and warrant that you are at least eighteen (18) years of age. If you are accessing or using the Service on behalf of a business entity, you represent and warrant that you have full legal authority to bind that entity to these Terms, and that by accepting these Terms, the entity agrees to be bound. In such case, "you" and "User" refer to the entity on whose behalf you act.

1.3 Acceptance by Use. Your continued use of the Service constitutes your ongoing acceptance of these Terms. If you use the Service after any modifications to these Terms become effective, you are deemed to have accepted the modified Terms.

1.4 Electronic Agreement. You acknowledge that these Terms constitute a contract entered into electronically and that your electronic acceptance has the same legal force and effect as a handwritten signature.

2. Description of Service

2.1 Overview. Trade License HQ is a cloud-based business-to-business (B2B) compliance management platform designed for trade businesses, including but not limited to electrical contractors, plumbing contractors, general contractors, and related trades. The Service enables businesses to organize, track, and manage compliance-related documentation and deadlines in a centralized interface.

2.2 Core Features. The Service includes the following features, which may vary by subscription plan:

  • Employee Licence Tracking: Tracking of individual employee credentials, including OSHA safety cards, trade licences, first aid and CPR certifications, and other required worker-level documents, including expiry dates and current status.
  • Company-Level Certification Management: Tracking of organization-wide credentials, including general contractor licences, insurance certificates, bonding records, and other company-level compliance documents.
  • Job-Site Permit Management: Tracking of project-specific permits, including building permits, electrical permits, plumbing permits, and other government-issued job-site authorizations.
  • Automated Expiry Reminders: Automated email notifications sent in advance of upcoming expiry dates to designated account administrators and users.
  • OCR-Based Bulk Document Upload: Optical character recognition (OCR) technology that assists users in extracting information from uploaded document files, subject to user review and confirmation.
  • Subcontractor Guest Upload Portal: A secure link-based portal allowing subcontractors and external parties to submit compliance documentation without creating a Trade License HQ account.
  • Project and Permit Tracking: Tools to associate permits, certifications, and personnel with specific projects or job sites.
  • Compliance Reports and CSV Export: Generation of compliance status reports and exportable data files for business use.

2.3 Compliance Tracking Tool — Not Legal Advice. Trade License HQ is a compliance tracking and document organization tool. The Service is designed to help businesses organize records, monitor expiry dates, and manage documentation workflows. The Service does not constitute legal advice, regulatory advice, or a guarantee of compliance. Trade License HQ does not verify the authenticity or legal sufficiency of any document, licence, certification, or permit uploaded to or managed through the platform. The Service does not replace consultation with a licensed attorney, compliance professional, regulatory authority, or other qualified expert. Users are solely responsible for ensuring their actual compliance with all applicable federal, state, and local laws, regulations, licensing requirements, and permit obligations. Failure to meet a regulatory requirement is not mitigated by use of the platform.

2.4 Service Evolution. We reserve the right to modify, add, or remove features of the Service at any time. We will make reasonable efforts to communicate material changes in advance.

3. Account Registration and Security

3.1 Account Creation. To access most features of the Service, you must register for an account. During registration, you agree to provide accurate, current, and complete information, including your full legal name or authorized business name, a valid email address, and any other information requested during the registration process.

3.2 Accuracy of Information. You agree to maintain the accuracy of your account information and to promptly update any information that becomes inaccurate or outdated. Trade License HQ may, in its sole discretion, terminate or suspend accounts that we believe to contain inaccurate or fraudulent information.

3.3 Account Credentials. You are solely responsible for maintaining the confidentiality of your account login credentials, including your email address and password. You agree not to share your login credentials with any unauthorized person and to take reasonable steps to prevent unauthorized access to your account.

3.4 Unauthorized Access. You agree to notify Trade License HQ immediately at info@tradelicensehq.com if you become aware of any actual or suspected unauthorized use of your account, unauthorized access to your credentials, or any other breach of account security. Trade License HQ will not be liable for any loss, damage, or liability arising from your failure to comply with this obligation or from unauthorized access that occurs as a result of your action or inaction.

3.5 One Account Per Individual User. Each individual user may maintain only one Trade License HQ account unless expressly authorized otherwise in writing by Trade License HQ.

3.6 Multi-User Organizations. The Service supports multi-user organizational accounts. An account owner may invite additional users (including administrators and project managers) to access the organization's account under the applicable subscription plan's user limits. The account owner is responsible for all activity conducted by sub-users operating under the organizational account, including compliance with these Terms.

3.7 Account Responsibility. You are responsible for all activity that occurs under your account, whether or not you authorized such activity. Trade License HQ may rely on instructions or actions taken through your account as if taken by you.

3.8 Session Security. The Service maintains persistent login sessions for up to seven (7) days. You are responsible for logging out of your account when using shared or public devices.

4. Subscription Plans, Billing, and Payment

4.1 Available Plans. Trade License HQ offers the following subscription plans:

  • Basic Plan ($5/month): Access to core compliance tracking features. Includes a 14-day free trial for new subscribers; no payment method required to sign up (see Section 5).
  • Starter Plan ($59/month): Access to expanded compliance tracking features for growing teams, subject to applicable user and storage limits.
  • Pro Plan ($99/month): Access to advanced features including enhanced reporting, increased usage limits, and project compliance tools. The Pro plan includes a 14-day free trial for new subscribers (see Section 5).
  • Team Plan ($175/month): Full platform access including maximum usage limits, multi-user accounts, and add-on packs for additional capacity.

Feature availability for each plan is described in detail on the Trade License HQ pricing page, which may be updated from time to time. Current plan features and limits are incorporated by reference.

4.2 Add-On Packs. In addition to base subscription plans, Trade License HQ may offer optional add-on feature or capacity packs for additional fees, as listed on the pricing page at the time of purchase.

4.3 Payment Processing. All payments for paid subscription plans and add-on packs are processed by Stripe, Inc. ("Stripe"), a third-party payment processor. By submitting payment information, you agree to Stripe's Terms of Service and Privacy Policy. Trade License HQ does not store full credit card or payment account details on its servers; such information is handled directly by Stripe.

4.4 Billing Cycle. Paid subscriptions are billed on a monthly basis. Your billing cycle begins on the date your paid subscription commences (or, for Basic and Pro plan subscribers completing a free trial, on the date the trial converts to a paid subscription) and renews automatically on the same date each month unless cancelled.

4.5 Automatic Renewal. Paid subscriptions renew automatically at the end of each billing cycle unless you cancel your subscription before the renewal date. By subscribing to a paid plan, you authorize Trade License HQ to charge your payment method on file for each renewal period.

4.6 Price Changes. Trade License HQ reserves the right to change subscription prices and add-on fees. Any price changes will be communicated to subscribers via email to the account email address and/or in-app notification at least thirty (30) days before taking effect. Your continued use of the Service after a price change takes effect constitutes acceptance of the new pricing. If you do not agree to a price change, you must cancel your subscription before the change takes effect.

4.7 Failed Payments. If a payment fails or is declined, Trade License HQ will notify you and may attempt to retry the charge. You will have a grace period of seven (7) days from the original billing date to update your payment information and resolve the failed payment. If payment is not resolved within the grace period, your account may be suspended, and access to paid features may be restricted. If payment remains unresolved for thirty (30) days following suspension, Trade License HQ reserves the right to terminate your account in accordance with Section 18.

4.8 Refund Policy. All fees paid are non-refundable except as expressly required by applicable law. Trade License HQ does not provide refunds or credits for partial months of service. If you cancel your subscription, you will retain access to paid features through the end of your current billing cycle, after which your account will revert to the Free plan (if available) or be deactivated. There are no refunds for unused portions of any billing period, add-on packs, or promotional pricing periods.

4.9 Taxes. You are responsible for all applicable taxes, duties, and charges associated with your use of the Service. Prices quoted do not include sales tax, use tax, or other government-imposed fees unless expressly stated. Trade License HQ may collect and remit applicable taxes where required by law.

5. Free Trial

5.1 Trial Availability. New subscribers to the Basic plan or the Pro plan may be eligible for a fourteen (14) day free trial ("Trial Period"). The Trial Period is available to new subscribers to those plans who have not previously accessed a Trade License HQ free trial. The Starter and Team plans do not include a free trial.

5.2 Feature Access During Trial. During the Trial Period, you will have access to the full set of features included in your selected plan (Basic or Pro, as applicable) as described on the pricing page at the time your trial begins.

5.3 Payment Method Required. For the Pro plan trial, a valid payment method must be provided at the time of trial enrollment. Your payment method will not be charged during the Trial Period. The Basic plan trial does not require a payment method to begin.

5.4 Automatic Conversion to Paid Subscription. For the Pro plan, unless you cancel your subscription before the Trial Period ends, your subscription will automatically convert to a paid Pro plan subscription at the then-current monthly rate on the first day following the end of the Trial Period, and your payment method will be charged accordingly. The Basic plan trial does not automatically convert to a paid subscription; continued access to paid Basic plan features after the trial requires active subscription enrollment.

5.5 Cancellation During Trial. You may cancel your subscription at any time during the Trial Period without charge. If you cancel before the Trial Period ends, your access to the applicable plan's features will continue through the end of the Trial Period, and you will not be charged.

5.6 One Trial Per Customer. Free trials are available once per customer. Trade License HQ reserves the right to determine trial eligibility in its sole discretion and to cancel or modify the trial offer at any time without prior notice.

6. Data Ownership and Licence Grant

6.1 Customer Data Ownership. You retain full ownership of all data, documents, records, and content that you or your authorized users upload, submit, or input into the Service ("Customer Data"). Trade License HQ does not claim any intellectual property rights in or to your Customer Data.

6.2 Licence Grant to Trade License HQ. By uploading or submitting Customer Data to the Service, you grant Trade License HQ a limited, non-exclusive, worldwide, royalty-free licence to host, store, access, process, display, and transmit your Customer Data solely to the extent necessary to provide the Service to you and your authorized users. This licence does not authorize Trade License HQ to use your Customer Data for any other purpose, including marketing, training machine learning models, or disclosure to third parties, except as required by law or as described in our Privacy Policy.

6.3 Accuracy of Customer Data. You are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data you submit to the Service. Trade License HQ does not independently verify the accuracy or authenticity of Customer Data.

6.4 Data Export. You may export your Customer Data at any time during your active subscription using the platform's data export and CSV export features.

6.5 Data Retention Upon Termination. Following termination or expiration of your account for any reason, Trade License HQ will retain your Customer Data for a period of thirty (30) days ("Retention Period"). During the Retention Period, you may contact Trade License HQ at info@tradelicensehq.com to request a full export of your Customer Data. After the Retention Period expires, Trade License HQ will delete your Customer Data from its systems in accordance with its data retention and deletion procedures, except to the extent retention is required by applicable law or for legitimate business purposes such as dispute resolution or fraud prevention.

7. Subcontractor Guest Upload Portal

7.1 Guest Portal Feature. The Service includes a subcontractor guest upload portal ("Guest Portal") that allows Trade License HQ account holders (the "Inviting Organization") to share a unique, time-limited link with subcontractors or other external parties (each, a "Guest User"), enabling Guest Users to submit compliance documentation directly to the Inviting Organization's Trade License HQ account without creating an account.

7.2 Guest User Agreement. By submitting documents or other content through the Guest Portal, Guest Users agree to be bound by these Terms of Service, including all applicable restrictions on use and prohibited conduct, to the extent applicable to Guest Portal activity. If you are a Guest User and do not agree to these Terms, you must not submit any content through the Guest Portal.

7.3 Ownership of Guest-Submitted Documents. Documents submitted through the Guest Portal are owned by the submitting Guest User. However, by submitting documents through the Guest Portal, the Guest User grants the Inviting Organization and Trade License HQ a limited licence to store, process, and display the submitted documents as necessary to provide the Service to the Inviting Organization.

7.4 Management by Inviting Organization. Once submitted, Guest Portal documents are managed by the Inviting Organization within their Trade License HQ account. The Inviting Organization is responsible for the appropriate use and handling of Guest-submitted documents and for ensuring that the use of such documents complies with applicable law.

7.5 Link Expiry. Guest Portal links expire automatically thirty (30) days after issuance unless revoked sooner. Inviting Organizations may revoke Guest Portal links at any time. Expired or revoked links will not accept new submissions.

7.6 Guest User Responsibilities. Guest Users are responsible for ensuring they are authorized to share any documents submitted through the Guest Portal and that such submission does not violate the rights of any third party or applicable law.

8. AI and Automated Processing

Trade License HQ does not currently offer any artificial intelligence (AI)-powered features directly to users through the platform interface. However, Ritt & Royce d/b/a Trade License HQ reserves the right to use AI tools, automated processing systems, or machine learning technologies internally in connection with the processing, review, analysis, storage, or management of data and materials submitted to or through the Service. Such use may include, but is not limited to, internal document review, data quality analysis, system operations, or service improvement activities.

Additionally, we may introduce AI-powered features accessible to users in the future. If and when such features are introduced, we will update these policies and provide appropriate notice.

By using the Service, you acknowledge and consent to the potential use of AI and automated tools in the internal processing of your data and materials as described above. We do not guarantee the accuracy of any AI-generated or automated output. You are solely responsible for reviewing and verifying all results produced by the Service.

9. OCR and Document Processing

9.1 OCR Technology. Trade License HQ uses Tesseract.js, an open-source optical character recognition library, to assist users in extracting text and field data from uploaded document images and PDF files. Tesseract.js operates entirely within the user's web browser.

9.2 Client-Side Processing. Document processing via Tesseract.js occurs on the user's local device in the browser environment. No document data is transmitted to Trade License HQ's servers during the OCR processing stage.

9.3 User Confirmation Required. After OCR processing is complete, the extracted data is presented to the user for review in the browser interface. Document data, including the original file and any extracted fields, is transmitted to Trade License HQ's servers only after the user explicitly reviews and confirms the OCR results. By confirming, you consent to the upload and storage of the document and associated extracted data.

9.4 Admin Review Queue. Following user confirmation, uploaded documents and extracted data enter an administrative review queue within your organization's Trade License HQ account, where they may be reviewed and approved by an authorized account administrator.

9.5 No Warranty of OCR Accuracy. Trade License HQ does not warrant the accuracy, completeness, or correctness of OCR-extracted data. OCR technology can produce errors, including misread characters, missed fields, and incorrect data extraction, particularly when source documents are of poor quality, use non-standard fonts, or are partially obscured. Users are responsible for reviewing, verifying, and correcting all OCR-extracted data before relying on it. Trade License HQ shall not be liable for any error, omission, or adverse outcome resulting from inaccurate OCR extraction.

10. Acceptable Use

10.1 AUP Incorporation. Your use of the Service is subject to the Trade License HQ Acceptable Use Policy ("AUP"), which is incorporated into these Terms by reference. By agreeing to these Terms, you also agree to comply with the AUP in its entirety.

10.2 General Prohibitions. Without limiting the AUP, the following conduct is expressly prohibited:

(a) Uploading, transmitting, or distributing any file, content, or data that contains malware, viruses, Trojan horses, worms, ransomware, or any other malicious or harmful code;

(b) Using the Service for any unlawful purpose or in any manner that violates applicable federal, state, or local laws or regulations;

(c) Attempting to gain unauthorized access to any portion of the Service, another user's account, Trade License HQ's systems or networks, or any connected third-party system;

(d) Interfering with or disrupting the integrity or performance of the Service, its servers, networks, or other infrastructure;

(e) Attempting to reverse engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or underlying structure of any part of the Service;

(f) Uploading or submitting fraudulent, forged, falsified, or materially altered documents or data;

(g) Using the Service to misrepresent compliance status to any regulatory authority, client, employer, or other party;

(h) Reselling, sublicensing, or providing access to the Service to any unauthorized third party.

11. Intellectual Property

11.1 Trade License HQ Intellectual Property. All intellectual property rights in and to the Trade License HQ platform, including but not limited to its software code, architecture, user interface design, visual design elements, logos, trademarks, service marks, trade names, documentation, training materials, and all updates, improvements, and derivative works thereof (collectively, "Trade License HQ IP"), are and remain the sole and exclusive property of Ritt & Royce and/or its licensors. These Terms do not transfer any ownership interest in Trade License HQ IP to you.

11.2 Limited Licence to Users. Subject to your compliance with these Terms and payment of applicable fees, Trade License HQ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during your active subscription period solely for your internal business compliance management purposes, in accordance with these Terms and the applicable plan.

11.3 Restrictions. You may not: (a) copy, modify, create derivative works of, or adapt any portion of the Service or Trade License HQ IP; (b) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Service or any access thereto; (c) use any automated tools to extract data from the Service except through Trade License HQ's published API and in accordance with Trade License HQ's API terms; (d) remove or alter any proprietary notices, labels, or marks on the Service.

11.4 Feedback. If you submit feedback, suggestions, ideas, or other input regarding the Service ("Feedback"), you grant Trade License HQ a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, and incorporate such Feedback into the Service or other products without any obligation to you.

12. Data Privacy

12.1 Privacy Policy. Your use of the Service is also governed by the Trade License HQ Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, store, and disclose information in connection with your use of the Service.

12.2 Data We Collect. In connection with providing the Service, we collect and process the following categories of data:

  • User account information, including name, email address, password credentials (stored as hashed values), and company name;
  • Employee records, including employee names, job titles, and business unit assignments;
  • Certification and licence data, including document type, licence number, issuing authority, expiry date, and current status;
  • Uploaded document files in PDF, JPG, and PNG formats, stored server-side following user confirmation;
  • Project and permit data, including job site name and address, permit type, and permit expiry dates;
  • Subcontractor submission data received through the Guest Portal.

12.3 Third-Party Processors. Trade License HQ uses the following third-party service providers in the delivery of the Service. Each provider processes data only as necessary to provide the relevant service:

  • Stripe, Inc.: Payment processing. Your payment data is transmitted to and stored by Stripe and is subject to Stripe's privacy policy and security controls.
  • SendGrid (Twilio Inc.): Transactional email delivery, including automated expiry reminder notifications. Email addresses and notification content are transmitted to SendGrid for delivery purposes.

12.4 Data Security. We employ industry-standard technical and organizational measures to protect Customer Data, as described in Section 13.

12.5 Applicable Law. We process and protect personal data in accordance with applicable law, including Michigan's data breach notification requirements under the Michigan Identity Theft Protection Act, MCL 445.63 et seq.

13. Security

13.1 Security Measures. Trade License HQ implements reasonable and industry-standard technical and organizational security measures designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction. These measures include, without limitation:

  • Encryption of data in transit using TLS (Transport Layer Security) protocols;
  • Storage of user passwords using cryptographic hashing (not stored in plaintext);
  • Role-based access controls to limit access to Customer Data within the platform;
  • Regular monitoring of systems for potential vulnerabilities and security incidents.

13.2 No Absolute Security Guarantee. No information security system or set of measures can guarantee absolute security. Trade License HQ does not warrant that the Service is or will be free from security vulnerabilities, unauthorized access, or data breaches. You acknowledge and accept this inherent risk.

13.3 User Security Responsibilities. You share responsibility for the security of your account and data. You are responsible for: (a) maintaining the confidentiality of your login credentials; (b) using strong, unique passwords; (c) promptly reporting any suspected unauthorized access to info@tradelicensehq.com; (d) ensuring that authorized sub-users also follow secure account practices.

13.4 Data Breach Notification. In the event of a breach of security involving unencrypted personal data as defined under Michigan law, Trade License HQ will provide notification to affected individuals in accordance with the Michigan Identity Theft Protection Act, MCL 445.63 et seq., which requires notification within thirty (30) days of discovery of the breach. If the breach affects 100 or more Michigan residents, Trade License HQ will also notify the Michigan Attorney General as required by law. Notification will be made via email to the account email address on file and, where required, by other means specified by applicable law.

14. Service Availability and SLA

14.1 Availability Goal. Trade License HQ endeavors to maintain high availability of the Service and will use commercially reasonable efforts to minimize unplanned downtime. However, we do not guarantee any specific uptime percentage or service level unless a separate written Service Level Agreement ("SLA") has been executed between you and Trade License HQ.

14.2 Scheduled Maintenance. Trade License HQ may periodically take the Service offline for scheduled maintenance, upgrades, or infrastructure work. We will use commercially reasonable efforts to provide advance notice of scheduled maintenance via in-app notification or email, and to schedule maintenance during off-peak hours where practicable.

14.3 Unplanned Outages. We will use commercially reasonable efforts to restore Service availability promptly following any unplanned outage or service interruption.

14.4 Factors Outside Our Control. Trade License HQ shall not be liable for service interruptions or reduced availability caused by factors outside our reasonable control, including internet infrastructure failures, third-party service provider outages, cyberattacks, natural disasters, or force majeure events as described in Section 21.

14.5 No Liability for Downtime. Except as expressly provided in a separately executed SLA, Trade License HQ shall have no liability to you for any service interruption, scheduled or unscheduled downtime, or degraded performance.

14.6 Reminder Delivery. Automated expiry reminder emails are delivered through SendGrid. While we make commercially reasonable efforts to ensure timely delivery, Trade License HQ does not guarantee that reminder emails will be delivered at any particular time or at all. Email delivery is subject to factors beyond our control, including spam filtering, recipient email configuration, and SendGrid service availability. You should not rely solely on automated reminders to manage compliance deadlines.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRADE LICENSE HQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, REGULATORY FINES OR PENALTIES, REPUTATIONAL HARM, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF TRADE LICENSE HQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRADE LICENSE HQ'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO TRADE LICENSE HQ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT MADE ANY PAYMENTS (E.G., YOU ARE ON THE FREE PLAN), TRADE LICENSE HQ'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

15.3 Compliance Failures and Regulatory Consequences. TRADE LICENSE HQ IS EXPRESSLY NOT LIABLE FOR: (a) ANY FAILURE BY YOU OR YOUR EMPLOYEES, SUBCONTRACTORS, OR AGENTS TO MAINTAIN REQUIRED LICENCES, CERTIFICATIONS, PERMITS, OR OTHER COMPLIANCE OBLIGATIONS; (b) ANY REGULATORY FINES, PENALTIES, STOP-WORK ORDERS, LICENCE SUSPENSIONS, OR OTHER ADVERSE REGULATORY ACTIONS ARISING FROM NON-COMPLIANCE; (c) ANY MISSED DEADLINES, EXPIRED LICENCES OR PERMITS, OR LAPSES IN REQUIRED COVERAGE, WHETHER OR NOT AUTOMATED REMINDERS WERE SENT OR RECEIVED; (d) ANY RELIANCE ON INACCURATE OCR RESULTS OR AUTOMATED PROCESSING OUTPUT. THE SERVICE IS A TRACKING AND ORGANIZATIONAL AID AND DOES NOT GUARANTEE COMPLIANCE.

15.4 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 15 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN TRADE LICENSE HQ AND YOU, AND THAT TRADE LICENSE HQ WOULD NOT PROVIDE THE SERVICE ON THESE TERMS WITHOUT THESE LIMITATIONS.

16. Disclaimer of Warranties

16.1 As-Is Basis. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRADE LICENSE HQ EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

16.2 No Warranty of Uninterrupted Service. TRADE LICENSE HQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

16.3 No Warranty as to Reminder Delivery. TRADE LICENSE HQ DOES NOT WARRANT THAT AUTOMATED EXPIRY REMINDER EMAILS WILL BE DELIVERED TIMELY OR AT ALL. DELIVERY IS DEPENDENT ON THIRD-PARTY EMAIL INFRASTRUCTURE AND FACTORS OUTSIDE TRADE LICENSE HQ'S CONTROL.

16.4 No Warranty as to OCR Accuracy. TRADE LICENSE HQ DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE OF DATA EXTRACTED THROUGH THE OCR FEATURE. OCR RESULTS ARE PROVIDED AS AN ASSISTIVE TOOL ONLY, AND YOU ARE RESPONSIBLE FOR VERIFYING ALL EXTRACTED DATA.

16.5 No Warranty of Compliance. TRADE LICENSE HQ MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT YOUR USE OF THE SERVICE WILL RESULT IN REGULATORY COMPLIANCE, LICENCE APPROVAL, PERMIT ISSUANCE, OR ANY OTHER OUTCOME. REGULATORY REQUIREMENTS ARE ESTABLISHED BY GOVERNMENT AUTHORITIES AND ARE SUBJECT TO CHANGE.

16.6 Third-Party Services. TRADE LICENSE HQ MAKES NO WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, OR ACCURACY OF THIRD-PARTY SERVICES USED IN CONNECTION WITH THE SERVICE, INCLUDING STRIPE AND SENDGRID.

17. Indemnification

17.1 User Indemnification. You agree to defend, indemnify, and hold harmless Trade License HQ, Ritt & Royce, and their respective officers, directors, employees, contractors, agents, affiliates, licensors, and service providers (collectively, the "Trade License HQ Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Your access to or use of the Service, including any use by your authorized sub-users;

(b) Your violation of any provision of these Terms or the Acceptable Use Policy;

(c) Your violation of any applicable federal, state, or local law or regulation;

(d) Your infringement or violation of any intellectual property, privacy, or other rights of any third party in connection with your use of the Service;

(e) Any Customer Data you upload, submit, or transmit to the Service, including claims that such data is inaccurate, falsified, infringes third-party rights, or violates applicable law;

(f) Your use of or reliance on automated processing or OCR-extracted data;

(g) Your management or use of documents submitted by subcontractors through the Guest Portal.

17.2 Defense and Cooperation. Trade License HQ reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully with Trade License HQ in asserting available defenses.

18. Termination

18.1 Termination by You. You may cancel your subscription and terminate your account at any time through the account settings interface or by contacting info@tradelicensehq.com. Cancellation is effective at the end of the then-current billing cycle. No refunds will be issued for the remaining portion of the billing period following cancellation. Following the end of the final billing cycle, your access to paid features will cease.

18.2 Termination or Suspension by Trade License HQ. Trade License HQ reserves the right to suspend or terminate your account and access to the Service, with or without notice, in the event of:

(a) Your material breach of any provision of these Terms or the Acceptable Use Policy;

(b) Non-payment of applicable fees following the grace period described in Section 4.7;

(c) Your use of the Service for fraudulent, illegal, or abusive purposes;

(d) Conduct that poses a risk to the security, integrity, or lawful operation of the Service or to other users;

(e) Receipt of a valid legal order or regulatory requirement mandating suspension or termination.

18.3 Effect of Termination. Upon termination or expiration of your account for any reason:

(a) Your right to access and use the Service shall immediately cease;

(b) Your Customer Data will be retained for thirty (30) days following termination (the "Retention Period"), during which you may request an export;

(c) After the Retention Period, your Customer Data will be permanently deleted from Trade License HQ's production systems, subject to any legally required retention periods;

(d) Any outstanding payment obligations accrued prior to termination remain due and payable.

18.4 Survival. The following sections shall survive termination or expiration of these Terms and your account: Section 6 (Data Ownership, with respect to the Retention Period and post-deletion obligations), Section 11 (Intellectual Property), Section 15 (Limitation of Liability), Section 16 (Disclaimer of Warranties), Section 17 (Indemnification), Section 20 (Dispute Resolution), and Section 21 (Miscellaneous).

19. Modifications to Terms

19.1 Right to Modify. Trade License HQ reserves the right to modify these Terms at any time in its sole discretion. We will update the "Last Updated" date at the top of this document when revisions are made.

19.2 Notice of Material Changes. For material changes to these Terms — meaning changes that materially affect your rights or obligations — Trade License HQ will provide at least thirty (30) days' advance notice via email to the address associated with your account and/or via a prominent in-app notification. Non-material changes (such as typographical corrections, clarifications that do not alter the substance of any provision, or changes required by law) may take effect immediately without advance notice.

19.3 Acceptance of Modified Terms. Your continued use of the Service after modified Terms take effect constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service and cancel your account before the effective date of the changes.

20. Dispute Resolution

20.1 Governing Law. These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service shall be governed by and construed in accordance with the laws of the State of Michigan, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal Resolution. Before initiating any formal dispute resolution proceeding, you agree to first attempt to resolve the dispute informally by contacting Trade License HQ at info@tradelicensehq.com with a written description of the dispute. The parties agree to negotiate in good faith for a period of thirty (30) calendar days from the date the notice is received (the "Informal Resolution Period"). Neither party may initiate formal dispute resolution proceedings until the Informal Resolution Period has expired or a party has declared in writing that informal resolution has failed.

20.3 Binding Arbitration. If the dispute is not resolved during the Informal Resolution Period, the dispute shall be resolved by binding arbitration conducted in Wayne County, Michigan, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect. The arbitration shall be conducted before a single neutral arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

20.4 Small Claims Court. Notwithstanding Section 20.3, either party may bring an individual claim in a court of competent jurisdiction with small claims jurisdiction if the claim qualifies for small claims court under applicable Michigan law, provided that the proceeding remains in small claims court and is not removed to a court of general jurisdiction.

20.5 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TRADE LICENSE HQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class or representative proceeding.

20.6 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

21. Miscellaneous

21.1 Entire Agreement. These Terms, together with the Privacy Policy and the Acceptable Use Policy, constitute the entire agreement between you and Trade License HQ with respect to the Service and supersede all prior and contemporaneous agreements, negotiations, representations, and understandings between the parties relating to the subject matter hereof.

21.2 Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, unlawful, void, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

21.3 Waiver. Trade License HQ's failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of a breach of any provision of these Terms shall not be construed as a waiver of any subsequent breach.

21.4 Assignment. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of Trade License HQ. Trade License HQ may freely assign these Terms and any of its rights or obligations hereunder, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without your consent. Any purported assignment in violation of this section is null and void.

21.5 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms (excluding payment obligations) to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, government actions, labor disputes, widespread internet infrastructure failures, or prolonged utility outages, provided that the affected party provides prompt written notice and uses commercially reasonable efforts to resume performance.

21.6 Notices. Notices to you under these Terms will be delivered to the email address associated with your Trade License HQ account and/or via in-app notification. Notices to Trade License HQ must be sent in writing to info@tradelicensehq.com or by postal mail to the address listed in Section 22. Notices are deemed received upon actual delivery to the designated email address or, for postal mail, three (3) business days after deposit with a recognized national carrier.

21.7 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights. The parties do not intend for any third party to have the right to enforce any provision of these Terms.

21.8 Relationship of Parties. The relationship between you and Trade License HQ is that of independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship.

21.9 Headings. Section headings in these Terms are for convenience only and have no legal or contractual effect.

22. Contact Information

If you have any questions about these Terms, need assistance with your account, or wish to report a concern, please contact us:

Trade License HQ Ritt & Royce Michigan, United States Email: info@tradelicensehq.com

For formal legal notices, please send written correspondence to the email address above with the subject line "Legal Notice – Terms of Service."

These Terms of Service were last updated and are effective as of May 1, 2026.

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