End-User License Agreement (EULA)

Tradeics Inc.

2261 Market Street #86376, San Francisco, CA 94114, USA

Contact: legal@tradeics.com

§1.  Acceptance; Authority; Binding Effect

By registering an account, purchasing a subscription, activating an e-Store, submitting sourcing requests, providing Deliverables, funding or receiving funds through a Workspace Wallet, inviting business partners, or otherwise accessing or using the Platform, each end user (“User”) irrevocably agrees to be bound by this End User License Agreement (the “Agreement” or “EULA”).

This Agreement is a binding contract between the User (Buyer, Supplier, or Expert) and Tradeics Inc., a Delaware corporation. The User represents and warrants that: (a) it has full power and legal capacity to enter into and perform this Agreement; (b) corporate Users (Buyers, Suppliers) are duly organized, validly existing, and in good standing; (c) individual Users (Experts) are at least eighteen (18) years old and lawfully authorized to provide services; and (d) the individual accepting on behalf of a corporate User has authority to bind such entity.

§2.  Definitions and Interpretation

For purposes of this Agreement:

• “Applicable Law” means all applicable laws, regulations, directives, sanctions, AML/CFT, anti-bribery, labor, export controls, consumer protection, and product safety requirements.
• “App Store” means the Platform marketplace for third-party modules, integrations, or services.
• “Authorized User” means personnel of a Buyer or Supplier authorized to access their Workspace.
• “Business Wallet” or “Workspace Wallet” means the closed-loop prepaid or payout wallet made available within a User’s Workspace for Platform transactions only.
• “Buyer” means a business entity procuring goods or services via the Platform.
• “Supplier” means a business entity offering goods or services via the Platform.
• “Expert” means an independent service provider offering professional services via the Platform.
• “Content” means all data, text, files, images, audio, video, listings, specifications, communications, or other material uploaded or transmitted by a User.
• “Deliverables” means work product or services supplied by an Expert to a Buyer under an order.
• “Escrow Funds” means monies temporarily held in a segregated PSP account until release in accordance with Platform workflows.
• “Enterprise Blockchain” means the decentralized, permissioned blockchain infrastructure powering the Platform.
• “KYC/KYB” means Know Your Customer / Know Your Business verification.
• “Order Form” means any electronic or written order or subscription executed via the Platform.
• “PSPs” means licensed payment service providers engaged by Tradeics to process payments, payouts, Wallet, and escrow.
• “Services” means all Platform functionality, including SaaS modules, Wallets, escrow, APIs, App Store, e-Store, SEM, BSP, and integrations.
• “SEM” means Tradeics’ Supply Ecosystem Management white-label solution licensed to Buyers.
• “BSP” means Tradeics’ B2B Sales Platform white-label solution licensed to Suppliers.

Interpretation: headings are for convenience only; singular includes plural; “including” means “including without limitation.” In case of conflict among translations, the English version governs.

§3.  License Grant

Subject to strict and continuous compliance with this EULA and Applicable Law, Tradeics grants the User a limited, revocable, non-exclusive, non-transferable, worldwide license to access and use the Platform and Services solely for lawful internal business purposes consistent with the User’s designated role (Buyer, Supplier, or Expert). 

All rights not expressly granted are reserved by Tradeics. Any use outside this grant constitutes a material breach and triggers immediate termination without prejudice to Tradeics’ other remedies.

§3A.  Enterprise Blockchain Infrastructure

• 3A.1 Decentralized Foundation. The Platform operates on Enterprise Blockchain designed to ensure enhanced security, integrity, auditability, and resilience of transactions among Users.
• 3A.2 Core Features. Enterprise Blockchain enables: (a) immutable records of transactions; (b) execution of Smart Contracts implementing Smart Escrow; (c) secure peer-to-peer interactions; and (d) distributed ledger replication for availability and tamper resistance.
• 3A.3 No Transfer of Blockchain Rights. Enterprise Blockchain technology forms part of the proprietary Platform. No rights, title, or interest in the underlying blockchain frameworks, smart contracts, or ledgers are granted to Users beyond the limited license of §3.
• 3A.4 Regulatory Acknowledgment. Users acknowledge that blockchain may be regulated differently across jurisdictions and shall ensure compliance with Applicable Law in their use of blockchain-enabled functions.

§4.  License Restrictions

User shall not, and shall not permit any third party to: (a) sublicense, resell, assign, lease, rent, time-share, or otherwise make the Platform available to unauthorized parties; (b) copy, translate, adapt, or create derivative works; (c) reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or trade secrets; (d) remove or alter copyright, trademark, or proprietary notices; (e) access or extract data by automated means except through authorized APIs under express written approval; (f) interfere with or circumvent security controls, Wallet, or escrow obligations; or (g) use the Platform in breach of Applicable Law or in a manner that may impose regulatory liability on Tradeics. 

Any violation of this Section is an incurable breach entitling Tradeics to injunctive relief and damages.

§5.  Ownership of Intellectual Property

The Platform, including software, APIs, databases, interfaces, designs, documentation, algorithms, branding, and trade secrets, are and shall remain the exclusive property of Tradeics Inc. and its licensors. Except for the limited license in §3, no rights, title, or interest are transferred. Unauthorized use or disclosure constitutes irreparable harm and entitles Tradeics to equitable relief without posting bond, in addition to other remedies.

§6.  Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, franchise, employment, fiduciary, or agency relationship. Users act solely as independent contracting parties and have no authority to bind Tradeics.

§7.  Eligibility; KYB/KYC; Compliance

Buyers and Suppliers must be duly registered business entities; Experts must be natural persons aged at least eighteen (18). Tradeics and PSPs may perform KYB/KYC checks at onboarding and thereafter. Users shall provide requested documents within ten (10) business days. Users represent that they, their directors, officers, and beneficial owners are not on sanctions or denied-party lists. Non-compliance is a material breach subject to suspension or termination.

§8.  Account Registration; Security

Users are solely responsible for safeguarding credentials, API keys, and Wallet access. All actions under a User’s account are deemed authorized. Tradeics is not liable for unauthorized use unless directly caused by its gross negligence or willful misconduct.

§9.  Fees and Payments

(a) Buyers: subscription fees (Free, Pro, SEM), Wallet funding, and order payments;

(b) Suppliers: subscription fees (Free, Pro, BSP), promotional package fees, and transaction charges;

(c) Experts: an 18% commission on each completed order; optional promotional fees.

All payments are processed by PSPs. Fees are exclusive of taxes, which are the User’s responsibility. Tradeics may revise fees with prior notice.

§10.  Business Wallet and Escrow

The Wallet is a closed-loop payout instrument for Platform transactions; it is not a bank account, earns no interest, and is not insured. Tradeics and PSPs may freeze, suspend, or deduct balances for fraud, AML, chargebacks, regulatory obligations, or outstanding User liabilities. Tradeics’ records of Wallet activity are conclusive absent manifest error.

§11.  Multi-Currency and FX

Prices may be displayed in multiple currencies. Settlement occurs only in currencies supported by PSPs. Users assume all FX fluctuation risks and conversion fees. Tradeics disclaims responsibility for rate accuracy or timeliness.

§12.  Multilingual Terms; Governing Language

The EULA may be provided in several languages. In case of inconsistency, the English version controls.

§13.  User Responsibilities; No Circumvention

Buyers shall provide accurate sourcing and payment information and shall not bypass Wallet/escrow flows. Suppliers shall list only lawful, safe, and compliant products/services and honor warranties. Experts shall deliver original services in a professional and workmanlike manner. All Users are strictly prohibited from arranging off-Platform transactions or circumventing fees, Wallet, or escrow obligations.

§14.  Acceptable Use; Prohibited Conduct

Users are strictly prohibited from using the Platform to: (a) upload unlawful, infringing, obscene, defamatory, fraudulent, or harmful Content; (b) list counterfeit, unsafe, restricted, or prohibited items/services; (c) engage in harassment, disinformation, or prohibited services; (d) transmit malware or malicious code; (e) interfere with security or test systems without authorization; (f) impersonate or misrepresent identity, authority, or product origin; (g) mine cryptocurrency or perform high-risk computing; (h) solicit off-Platform transactions; or (i) manipulate ratings, reviews, or post spam. 

Tradeics may suspend or remove offending Content, accounts, or transactions immediately.

§15.  Content and Deliverables

Ownership. Users retain ownership of their Content.

License to Tradeics. By submitting Content, Users grant Tradeics a worldwide, royalty-free license to use, host, reproduce, display, and transmit such Content solely for Platform operation, security, compliance, and improvement.

Deliverables. Upon full payment, Experts grant the relevant Buyer a perpetual, worldwide, non-exclusive license to use, copy, and modify the Deliverables (unless otherwise agreed in an Order Form). Users warrant they have all necessary rights and shall indemnify Tradeics against third-party claims arising from their Content or Deliverables.

§16.  Confidentiality

Each party shall protect the other’s Confidential Information and use it solely to perform this Agreement. Obligations survive five (5) years, and perpetually for trade secrets.

§17.  Escrow Guarantee (Discretionary)

If a Supplier or Expert fails to deliver as agreed, Tradeics may, at its sole discretion, refund the Buyer from Escrow Funds. This is a discretionary guarantee and the Buyer’s exclusive remedy for non-performance under Platform workflows. Tradeics’ decision is final and binding.

§18.  Security; Incidents

Tradeics maintains commercially reasonable security measures. Users must immediately notify Tradeics of any suspected breach, compromise, or unauthorized access.

§19.  Data Protection; Privacy

Tradeics processes personal data in accordance with its Privacy Policy and Applicable Law, including GDPR, UK GDPR, and CCPA. Where Tradeics acts as a processor, a Data Processing Agreement (DPA) forms part of this EULA.

§20.  Availability; Maintenance; Suspension

Tradeics shall use commercially reasonable efforts to maintain availability but does not guarantee uninterrupted service

§21.  Storage; Backups; Records

The Platform is not designed for archival storage. Tradeics may impose storage limits, purge inactive Content, or archive logs. Users remain solely responsible for retaining records required for operations or compliance.

§22.  White-Label Licensing (SEM and BSP)

22.1 SEM (Buyer-Side). Where a Buyer purchases SEM, Tradeics deploys a Buyer-branded white-label environment consisting of: (i) a Buyer Platform for procurement management; and (ii) a Supplier Platform enabling the Buyer’s suppliers to transact.

22.2 BSP (Supplier-Side). Where a Supplier purchases BSP, Tradeics deploys a Supplier-branded white-label environment consisting of: (i) a Supplier Platform for B2B sales lifecycle management; and (ii) a Buyer Portal enabling the Supplier’s clients to transact.

22.3 License Terms. SEM and BSP deployments are licensed, not sold. Users receive a limited, non-exclusive, non-transferable license to configure branding, DNS mapping, and integrations solely for their internal ecosystem.

22.4 Attribution. Unless expressly waived in writing by Tradeics, white-label deployments shall display discreet attribution (“Powered by Tradeics”). Removal may require additional fees or written waiver.

22.5 Restrictions. Users shall not sublicense, resell, or further white-label SEM or BSP outside their own organization’s ecosystem without Tradeics’ prior written consent.

§23.  Business Network; Invitations; Integrations

23.1 Buyer Invitations. Buyers may invite Suppliers into their Workspace via ERP integrations, direct email/SMS invitations, or bulk CSV uploads.

23.2 Supplier Invitations. Suppliers may invite Buyers via the same methods.

23.3 Compliance Responsibility. The inviting User is solely responsible for: (a) the accuracy and lawfulness of invitee data; (b) obtaining legally required consents under data-protection and anti-spam laws; and (c) consequences of inaccurate, unauthorized, or unlawful invitations.

23.4 Tradeics Role. Tradeics provides onboarding tools but does not guarantee delivery, acceptance, or legality of invitations and disclaims liability for misdirected, unlawful, or erroneous invitations except where directly caused by its willful misconduct.

§23A.  Marketplace Usage; Disclaimer of Role

23A.1 Marketplace Functionality. The Platform includes a B2B marketplace where Supplier products/services are displayed and where Buyers may either purchase directly or issue RFQs.

23A.2 Tradeics Not a Party. Tradeics is not the seller, buyer, manufacturer, importer, exporter, or provider of products/services. All transactions are strictly between Buyer and Supplier (or Expert). Tradeics’ role is limited to infrastructure, Smart Escrow, and Wallet functions.

23A.3 No Warranties by Tradeics. Tradeics does not own, control, inspect, endorse, or warrant Supplier products/services; does not guarantee availability, conformity, fitness, merchantability, or legal compliance; and assumes no liability for Buyer–Supplier contracts or obligations.

23A.4 User Responsibility. Buyers and Suppliers are solely responsible for their commercial agreements, product compliance, documentation, and dispute resolution.

23A.5 No Price or Contract Control. Tradeics does not set or control prices or terms between Buyers and Suppliers.

23A.6 Risk Allocation. To the fullest extent permitted by law, Tradeics shall not be liable for claims, damages, or losses arising out of marketplace transactions.

§23B.  Smart Escrow Transactions (Blockchain-Enabled)

23B.1 Purpose. The Platform provides a blockchain-based Smart Escrow mechanism that immutably records transactions and enforces agreed terms via Smart Contracts.

23B.2 No Custodial Role. Tradeics is not a bank, fiduciary, money transmitter, or custodian. Funds are held in PSP escrow accounts and/or smart contracts—not by Tradeics.

23B.3 Binding Workflow. Users agree that Smart Escrow transactions follow the binding workflow below: 

1. Agreement of Terms (all parties agree to transaction terms)
2. Buyer Payment (Buyer deposits funds into Smart Escrow)
3. Supplier/Expert Fulfillment (obligations fulfilled)
4. Buyer Confirmation (Buyer confirms receipt/acceptance)
5. Escrow Release (Smart Escrow releases payout)

23B.4 Finality. Upon release, payouts are deemed final and irrevocable except as required by law or chargeback.

23B.5 Risk Allocation. Tradeics disclaims liability for delays or failures caused by PSPs, blockchain availability, or User actions. Users remain responsible for accurate instructions and escrow prerequisites.

§24.  Beta and Preview Features

Beta, preview, or experimental features are provided “as is” without warranty, support, or SLA. Users assume all risks of instability, performance issues, or data loss.

§25.  U.S. Government End Users

The Platform is licensed as “commercial computer software” under applicable FAR and DFARS provisions. Use by U.S. Government entities constitutes acknowledgment of Tradeics’ proprietary rights and is subject to restricted rights.

§26.  Warranties; Disclaimers

26.1 User Warranties. Each User represents and warrants that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) all Content, Deliverables, products, or services provided are accurate, lawful, original, and do not infringe rights; (c) its use of the Platform will comply with Applicable Law; and (d) it shall perform obligations with reasonable skill, diligence, and in accordance with industry standards.

26.2 Platform Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE PLATFORM AND ALL FUNCTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TRADEICS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, TITLE, OR NON-INFRINGEMENT.

26.3 Third-Party Services. Tradeics disclaims responsibility for third-party modules, PSPs, logistics providers, and integrations. Recourse lies solely with the provider.

§27.  Indemnification by Users

Each User shall defend, indemnify, and hold harmless Tradeics and its affiliates from all claims, damages, liabilities, fines, penalties, and expenses (including attorneys’ fees) arising from: (a) use of the Platform in violation of this Agreement or law; (b) any Content, Deliverables, or products provided by the User; (c) disputes between Users; (d) failure to complete transactions; (e) breaches of KYC/KYB duties; and (f) fraudulent, abusive, or negligent acts. Tradeics shall notify User of any claim; User shall not settle without prior written consent if obligations are imposed on Tradeics.

§28.  Limitation of Liability

28.1 Cap. To the maximum extent permitted by law, Tradeics’ total aggregate liability shall not exceed the total fees actually paid by the User to Tradeics in the twelve (12) months preceding the claim.

28.2 Exclusions. Tradeics shall not be liable for indirect, incidental, consequential, punitive, exemplary, or special damages, including lost profits, goodwill, or data.

28.3 Exceptions. These limitations do not apply to liability from: (a) gross negligence, willful misconduct, or fraud; (b) breach of confidentiality; (c) infringement of third-party IP by the Platform itself; or (d) death or personal injury caused by Tradeics’ negligence where exclusion is prohibited by law.

§29.  Export Controls; Sanctions; Anti-Corruption

Users shall not use the Platform in violation of export controls, sanctions, or anti-corruption laws, including U.S. EAR, FCPA, UK Bribery Act, and equivalents. Users represent they are not listed on denied-party lists. Users shall not engage in or facilitate bribery, money laundering, terrorism financing, or unlawful conduct.

§30.  Audit Rights; Records

Tradeics may, upon reasonable notice, audit User’s compliance with this Agreement, including subscriptions, commissions, escrow flows, and KYC/KYB. Users shall cooperate and provide records. If an audit reveals material non-compliance, User shall reimburse costs and cure immediately.

§31.  Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, pandemics, strikes, war, terrorism, internet outages, or governmental actions. Affected party shall promptly notify the other and use reasonable efforts to mitigate.

§32.  Term; Suspension; Termination

32.1 Term. This Agreement is effective upon acceptance and continues until terminated.

32.2 Suspension. Tradeics may suspend access immediately upon suspicion of breach, fraud, regulatory concern, security risk, or sanctions violation.

32.3 Termination by Tradeics. Tradeics may terminate with immediate effect for breach, failure of KYC/KYB, prohibited conduct, or unlawful use.

32.4 Termination by User. User may terminate by ceasing use and fulfilling obligations.

32.5 Survival. Termination does not relieve Users of accrued obligations, including payment, indemnity, and confidentiality.

§33.  Effects of Termination

Upon termination: (a) all User rights immediately cease; (b) Tradeics may delete User Content within ninety (90) days unless required otherwise; and (c) surviving clauses (payments, confidentiality, IP, indemnification, liability, dispute resolution) remain in effect.

§34.  Governing Law; Dispute Resolution (ICC Arbitration)

34.1 Governing Law. This Agreement is governed by Delaware law.

34.2 Good Faith Negotiation. Parties shall attempt resolution in good faith for thirty (30) days.

34.3 Mediation. If unresolved, disputes go to ICC Mediation Rules.

34.4 Arbitration. If mediation fails, disputes are finally resolved by ICC arbitration seated in Wilmington, Delaware. One arbitrator unless otherwise agreed; language is English.

34.5 Injunctive Relief. Nothing prevents interim relief in competent courts to prevent irreparable harm.

§35.  Notices

All legal notices must be delivered by: (a) registered mail; (b) reputable courier; or (c) email to legal@tradeics.com with confirmation of receipt. Notices to Users shall be sent to their account contact details. Operational notices may be provided via the Platform interface or email.

§36.  Assignment; Subcontracting

Users may not assign or transfer without Tradeics’ prior written consent. Any attempt is void. Tradeics may assign or subcontract freely, remaining responsible for subcontractor performance.

§37.  Publicity; Marks

Users grant Tradeics a limited right to use their name, logo, or service category in customer lists or marketing materials. Users shall not use Tradeics’ trademarks or branding without consent.

§38.  Entire Agreement; Precedence; Amendments

This Agreement, together with incorporated policies, constitutes the entire agreement. In case of conflict: (a) an Order Form prevails; (b) this EULA prevails over policies; (c) the English version prevails over translations. Amendments must be in writing. No failure to enforce is a waiver.

§39.  Severability

If any provision is invalid or unenforceable, the remainder continues in force. The Agreement shall be construed to give maximum effect to valid portions.

§40.  Survival

The following provisions survive termination: payments, confidentiality, IP rights, indemnification, disclaimers, limitation of liability, dispute resolution, governing law, §9 (Wallet), §23B (Smart Escrow), §§27–29 (Indemnification & Compliance), §§32–34 (Termination & Disputes), and any clause by nature intended to survive.

§41.  Service Levels; Support

Unless expressly covered by a signed Service Level Agreement (SLA), Tradeics does not guarantee uptime. Tradeics uses commercially reasonable efforts to maintain 99.5% monthly availability, excluding scheduled or emergency maintenance. Support is available during business hours via helpdesk and email.

§42.  Service Changes; Deprecation

Tradeics may enhance, modify, or deprecate features at its discretion. Where changes materially impact User activities, Tradeics shall provide at least ninety (90) days’ prior notice unless security, compliance, or third-party requirements necessitate earlier action. Deprecation does not constitute breach.

§43.  API Terms; Rate Limits

Access to APIs requires valid keys issued by Tradeics. Users shall not share keys or exceed documented rate limits. Misuse that degrades Platform performance constitutes breach. Tradeics may suspend API access for violations.

§44.  Webhooks and Notifications

The Platform may deliver webhooks and notifications. Users shall maintain secure endpoints. Tradeics does not guarantee delivery and disclaims liability for delays or failures beyond its control.

§45.  Sandbox and Non-Production Use

Tradeics may provide sandbox environments for testing. Sandboxes are provided “as is” without warranty and may not be used for production or live data.

§46.  Data Residency; Cross-Border Transfers

The Platform may store and process data in multiple jurisdictions. Users consent to cross-border transfers as necessary to provide Services. Tradeics may offer region-specific hosting via written addenda. Absent such addenda, Users accept international transfers, subject to appropriate safeguards.

§47.  Subprocessors; Vendor Management

Users consent to Tradeics’ use of subprocessors (e.g., hosting, PSPs, analytics). Tradeics remains responsible for their performance. A current list may be made available on request.

§48.  Security Program; Certifications; Testing

Tradeics maintains an information security program aligned with recognized standards (e.g., ISO 27001, SOC 2). Users shall not conduct penetration testing or vulnerability scanning without prior written approval.

§49.  Business Continuity; Disaster Recovery

Tradeics maintains commercially reasonable disaster recovery and business continuity plans. Tradeics disclaims liability for failure to meet recovery objectives unless expressly guaranteed in a signed SLA.

§50.  Telemetry; Fraud Analytics

The Platform may collect telemetry, usage data, and operational metrics for monitoring, fraud detection, analytics, billing, and improvement. Users consent to such collection. Tradeics shall not disclose identifiable telemetry externally except as required by law.

§51.  Aggregated and De-Identified Data

51.1 Creation of Aggregated Data. Tradeics may generate aggregated, anonymized, or de-identified data derived from User’s use of the Platform.

51.2 Ownership. All rights, title, and interest in Aggregated Data are retained exclusively by Tradeics.

51.3 Use of Aggregated Data. Tradeics may use Aggregated Data for analytics, benchmarking, product improvement, industry research, and lawful commercial purposes, provided such data does not identify the User or its Authorized Users.

§52.  Feedback and Improvement License

52.1 Grant. Users may provide feedback, suggestions, or recommendations regarding the Platform.

52.2 License. Users grant Tradeics a perpetual, irrevocable, royalty-free, worldwide license to use, copy, modify, and incorporate such feedback without restriction or obligation.

§53.  Benchmarking and Public Statements

53.1. Users shall not publish performance tests, benchmarks, or competitive comparisons of the Platform without prior written approval.

53.2. Tradeics reserves the right to publish aggregate statistics regarding Platform usage, provided such statistics comply with confidentiality and data protection obligations.

§54.  Professional Services; Statements of Work

54.1. Tradeics may provide professional services (e.g., onboarding, configuration, customization, integration).

54.2. Such services are governed by a mutually executed Statement of Work (SOW) or Order Form.

54.3. Unless expressly transferred, all deliverables created in providing professional services remain owned by Tradeics.

54.4. Professional services are billed separately, non-cancellable, and non-refundable.

§55.  Training; Enablement; Certification

55.1. Tradeics may provide training or certification programs to Users or their staff.

55.2. All training materials remain the exclusive property of Tradeics.

55.3. Users shall not misrepresent certification status or misuse Tradeics training content.

§56.  App Store and Third-Party Modules

56.1. The Platform may provide access to third-party modules via the App Store.

56.2. Such modules are licensed directly from the third-party provider, not from Tradeics.

56.3. Tradeics disclaims responsibility for licensing, warranties, or support of third-party modules.

56.4. User’s recourse for issues with third-party modules lies solely with the provider.

§57.  Logistics; Customs; Trade Compliance

57.1. Where the Platform integrates logistics or shipping providers, the Supplier remains the exporter/shipper of record and bears sole responsibility for customs compliance, tariffs, duties, labeling, and taxes.

57.2. Tradeics disclaims liability for performance, delay, or compliance failures of logistics providers.

57.3. Users shall ensure full compliance with trade, customs, and regulatory requirements applicable to their shipments.

§58.  Taxes; Determination; Reverse Charge

58.1. Fees are exclusive of taxes unless expressly stated.

58.2. Users are responsible for all applicable sales, VAT, GST, withholding, or other transaction taxes.

58.3. Where reverse charge rules apply, Users shall self-account for taxes.

58.4. Users shall provide valid tax registration numbers upon request.

§59.  Currency of Account; Set-Off; Late Fees

59.1. Fees are payable in the currency specified in the Order Form or Platform.

59.2. Tradeics may set-off amounts owed by Users against Wallet balances or future credits.

59.3. Overdue amounts accrue interest at 1.5% per month (or the maximum legal rate if lower).

59.4. Users shall reimburse Tradeics for collection costs, including attorneys’ fees.

§60.  Credit Review; Reserves; Payment Terms

60.1. Tradeics may evaluate User’s creditworthiness and impose credit limits, prepayment obligations, or payout holds.

60.2. Tradeics may establish reserves against Wallet balances where User activity indicates risk (e.g., high refund rates, chargebacks, sanctions exposure).

§61.  Fraud Controls; Holds; Reserves

61.1 Tradeics may implement anti-fraud monitoring, transaction limits, and holds.

61.2 If an account is associated with suspicious, fraudulent, or infringing activity, Tradeics may freeze Wallet balances, Escrow Funds, or payouts.

61.3 Tradeics may deduct disputed amounts, penalties, or fines directly from Wallet balances or future credits.

61.4 Users remain fully liable for fraudulent transactions conducted through their accounts.

§62.  Identity Verification; Biometrics

62.1 Users acknowledge that KYC/KYB verification may require submission of government-issued identification, biometric data, or digital identity checks.

62.2 Users shall ensure all documents are accurate and timely.

62.3 Tradeics disclaims liability for denial of access due to incomplete or inaccurate verification.

§63.  Records; Legal Holds; eDiscovery

63.1 Users shall maintain accurate records of Platform transactions for at least seven (7) years or longer if required by law.

63.2 Upon receipt of a legal hold, subpoena, or regulatory request, Users shall preserve relevant Content and cooperate with Tradeics.

63.3 Tradeics may disclose User data in response to valid legal process, subject to Applicable Law.

§64.  Electronic Signatures; Click-Through; Counterparts

64.1 Acceptance of this Agreement via click-through, digital signature, or electronic acknowledgment constitutes valid execution under Applicable Law.

64.2 This Agreement may be executed in counterparts, each deemed an original, together constituting one binding Agreement.

§65.  Non-Exclusivity; Independent Development

65.1 This Agreement does not grant exclusivity. Tradeics may license the Platform to other Users, including competitors.

65.2 Tradeics may independently develop products or services similar to those suggested by Users, provided Tradeics does not misuse Confidential Information.

§66.  Accessibility; Reasonable Efforts

66.1 Tradeics shall use commercially reasonable efforts to make the Platform accessible in line with recognized standards (e.g., WCAG).

66.2 Users acknowledge that full accessibility may not always be feasible and waive incidental claims unless mandated by law.

§67.  ESG; Human Rights; Modern Slavery

67.1 Users represent that they comply with environmental, social, and governance (ESG) obligations, including human rights and modern slavery laws.

67.2 Users shall not use the Platform for transactions involving forced labor, child labor, or unethical practices.

§68.  Insurance Requirements (Supplier and Expert)

68.1 Suppliers and Experts shall maintain commercially reasonable insurance, including general liability and, where applicable, product or professional liability insurance.

68.2 Proof of insurance shall be provided to Tradeics upon request.

§69.  Procurement Regulations; Public Sector Users

69.1 Users subject to public procurement or government contracting laws remain solely responsible for their compliance.

69.2 Tradeics disclaims liability for User’s failure to comply with procurement rules.

§70.  Class Action Waiver; Representative Proceedings

70.1 To the fullest extent permitted by law, Users waive the right to participate in any class action, class arbitration, or representative proceeding against Tradeics.

70.2 All disputes must be brought in User’s individual capacity only.

§71.  Emergency Arbitrator; Interim Relief

71.1 Notwithstanding §34, either party may seek interim injunctive relief through an emergency arbitrator under ICC Rules.

71.2 This does not preclude relief in competent courts where necessary to prevent irreparable harm.

§72.  Attorneys’ Fees; Costs

72.1 In any dispute arising under this Agreement, the prevailing party shall recover its reasonable attorneys’ fees, expert costs, and litigation expenses, in addition to other remedies.

§73.  Notices by Platform Posting

73.1 Operational or informational notices may be posted in the Platform interface or on the Tradeics website.

73.2 Such notices are deemed received upon posting.

73.3 This does not replace formal legal notices required under §35.

§74.  Order of Precedence (Restated)

74.1 In case of conflict: (a) an executed Order Form prevails over this EULA; (b) this EULA prevails over incorporated policies; and (c) the English version prevails over translations.

§75.  Governing Language (Restated)

This Agreement is drafted in English. Translations are provided for convenience only. In the event of inconsistency, the English version governs.

§76.  Marketing Consents; Communications

76.1 Users consent to receive operational and transactional communications from Tradeics electronically.

76.2 Marketing communications will only be sent where the User has given explicit opt-in consent, as required by Applicable Law.

76.3 Users may opt out of marketing communications at any time by using unsubscribe links or account settings.

§77.  Non-Solicitation

77.1 During the term of this Agreement and for six (6) months thereafter, Users shall not directly or indirectly solicit, recruit, or hire employees, contractors, or experts engaged directly by Tradeics without prior written consent.

77.2 This restriction does not apply to general public job postings not specifically targeted at Tradeics personnel.

§78.  Independent Contractors

78.1 The parties are independent contractors. Nothing in this Agreement creates employment, partnership, fiduciary, or agency relationships.

78.2 Users have no authority to bind Tradeics and vice versa.

§79.  Waiver of Jury Trial

To the maximum extent permitted by law, the parties irrevocably waive the right to a jury trial in any legal action arising out of or relating to this Agreement.

§80.  Time for Claims

Any claim or action against Tradeics must be filed within one (1) year of accrual, unless Applicable Law requires a longer period. Failure to do so bars the claim permanently.

§81.  Change of Control; Mergers and Acquisitions

81.1 Users shall notify Tradeics within thirty (30) days of any merger, acquisition, or change of control.

81.2 Tradeics reserves the right to renegotiate or terminate this Agreement if such change materially increases its risk exposure.

§82.  Insolvency; Bankruptcy

If a User becomes insolvent, enters bankruptcy, or is subject to liquidation, User shall immediately notify Tradeics. Tradeics may suspend or terminate access and offset outstanding amounts against Wallet balances or escrow funds.

§83.  Equitable Relief

Users acknowledge that unauthorized use of the Platform, breaches of confidentiality, or violations of Tradeics’ IP rights would cause irreparable harm for which monetary damages are inadequate. Tradeics shall therefore be entitled to seek injunctive relief and equitable remedies without posting bond, in addition to all other remedies.

§84.  Governing Equities; Good Faith

The parties shall exercise their rights and perform their obligations under this Agreement in good faith and consistent with principles of fair dealing.

§85.  Expanded Survival

In addition to those clauses listed in §40, the following also survive termination: §§27 (Indemnification), 28 (Liability Limits), 29 (Compliance), 63 (Legal Holds), 77 (Non-Solicitation), and 83 (Equitable Relief).

§86.  Audit Trail; Electronic Records

The Platform may maintain an immutable audit trail of User activity for compliance, dispute resolution, and fraud detection. Such electronic audit records shall be admissible as evidence and deemed accurate unless proven manifestly erroneous.

§87.  U.S. Federal Acquisition Regulation (FAR) Compliance

If the User is a U.S. federal government contractor or agency, the Platform is provided as “commercial computer software” under FAR 12.212 and DFARS 227.7202. Use is subject to the restrictions applicable to commercial software.

§88.  Anti-Bribery; Code of Conduct

Users shall not offer, give, solicit, or accept bribes, kickbacks, or improper payments in connection with the Platform. Users represent that they maintain adequate compliance procedures to prevent bribery and corruption.

§89.  Sanctions Compliance

Tradeics may suspend or terminate accounts if Users engage in transactions involving sanctioned countries, persons, or entities. Users shall indemnify Tradeics for any fines, penalties, or losses arising from their breach of sanctions compliance.

§90.  Governing Currency

All monetary amounts under this Agreement are expressed in U.S. Dollars (USD) unless expressly stated otherwise. Multi-currency transactions are converted at rates provided by Tradeics’ PSPs at the time of processing.

§91.  Retention of Rights

All rights not expressly granted in this Agreement are reserved by Tradeics.

§92.  Headings; Drafting Neutrality

Headings are for convenience only and do not affect interpretation. The parties acknowledge they had equal opportunity to review and negotiate the terms, and no presumption shall apply against either party as drafter.

§93.  Cumulative Remedies

All rights and remedies under this Agreement are cumulative and non-exclusive, and may be exercised in addition to any other remedies available at law or equity.

§94.  Waiver of Sovereign Immunity

If the User is a state-owned enterprise or governmental agency, it expressly waives any sovereign immunity defenses with respect to enforcement of this Agreement, to the fullest extent permitted by Applicable Law.

§95.  Successors and Assigns

This Agreement shall bind and benefit the parties and their respective successors, administrators, and permitted assigns.

§96.  Counterparts; Electronic Delivery

This Agreement may be executed in counterparts, each deemed an original, together constituting one binding instrument. Delivery by electronic signature or click-through acceptance is valid and enforceable.

§97.  No Third-Party Beneficiaries

Except as expressly stated (e.g., PSPs for payment processing), nothing in this Agreement creates rights for any third party.

§98.  Modification of Terms

Tradeics may update this Agreement by posting revisions on the Platform or notifying Users at least thirty (30) days in advance. Material changes (pricing, liability limits, governing law) apply prospectively only, unless required by law or for security reasons. Continued use of the Platform after notice constitutes acceptance.

§99.  Entire Agreement

This EULA, together with Order Forms, policies, and incorporated documents, constitutes the entire agreement between the parties regarding the Platform and supersedes all prior oral or written understandings.

§100.  Contact Information

For notices and correspondence under this Agreement, Users shall use the following:

Tradeics Inc.

2261 Market Street #86376

San Francisco, CA 94114

United States

Email: legal@tradeics.com

Updated on: 01/09/2025