TractionDesk Terms of Service

"Agreement" means these Terms of Service, any order form, statement of work, proposal, online checkout, subscription documentation, product-specific terms, policy, or other document that references these Terms.

"Client," "you," and "your" mean the company, organization, or other legal entity accepting this Agreement or using the Services. If you accept this Agreement on behalf of an entity, you represent that you have authority to bind that entity.

"Services" means TractionDesk's websites, applications, dashboards, voice AI agents, lead follow-up tools, workflow automation, messaging tools, integrations, reporting, content generation, and any related products or services we provide.

"Client Data" means data, content, prompts, contacts, leads, call recordings, transcripts, campaign materials, customer information, integration data, files, and other materials submitted to, processed by, or generated through the Services by or for Client.

"Customer" means any lead, prospect, member, patient, client, customer, or other person with whom Client communicates or about whom Client processes data through the Services.

"Authorized User" means an employee, contractor, agent, or other person Client authorizes to access or use the Services on Client's behalf.

"TractionDesk Technology" means the Services and all related software, workflows, models, prompts, templates, documentation, designs, algorithms, user interfaces, know-how, data models, analytics, and other technology owned or controlled by TractionDesk.

TractionDesk provides a proprietary revenue automation platform for service businesses, franchise operators, multi-location brands, agencies, and related teams. The Services may include AI voice agents, inbound and outbound lead follow-up, appointment booking support, messaging automation, campaign workflows, CRM and booking system integrations, analytics, content generation, and related operational tools.

The specific Services, usage limits, fees, support levels, and subscription term available to Client will be described in the applicable Agreement. TractionDesk is not obligated to provide any product, feature, implementation service, integration, customization, or support that is not included in the applicable Agreement.

We may modify, improve, suspend, replace, or discontinue features of the Services from time to time. If we make a material change that materially reduces the core functionality of paid Services during an active subscription term, Client may contact us to discuss a commercially reasonable remedy, which may include a service credit, replacement functionality, or termination of the affected Services where required by law or expressly agreed in writing.

Client must provide accurate, current, and complete account, billing, and business information and keep that information up to date. Client is responsible for all activity under its account and for maintaining the confidentiality of all passwords, API keys, tokens, credentials, and access controls.

Client is responsible for its Authorized Users and for ensuring that each Authorized User complies with this Agreement. Client must promptly disable access for any person who is no longer authorized to use the Services.

You must notify TractionDesk promptly if you become aware of unauthorized account access, credential compromise, security incident, or misuse of the Services. We may suspend or limit access where we reasonably believe suspension is necessary to protect the Services, Client, Customers, TractionDesk, or third parties.

Subject to this Agreement and timely payment of all applicable fees, TractionDesk grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services solely for Client's internal business purposes.

Client must not, and must not permit any third party to: copy, rent, lease, sell, sublicense, or provide access to the TractionDesk Technology except as expressly allowed; modify, reverse engineer, decompile, disassemble, or attempt to derive source code or non-public APIs; use the Services to build or benchmark a competing product; remove proprietary notices; circumvent security or rate limits; interfere with the Services; use the Services for unlawful, deceptive, abusive, or infringing activity; or access the Services in violation of applicable laws or third-party rights.

The Services are intended for business use by persons who are at least 18 years old. Client may not use the Services in jurisdictions where such use is prohibited by law or where Client cannot comply with this Agreement.

Client is solely responsible for determining whether, when, and how it may contact Customers through phone calls, text messages, email, web chat, social channels, or other communications made using the Services.

Client represents and warrants that it will obtain and maintain all consents, permissions, registrations, disclosures, opt-ins, opt-outs, and records required by applicable law and industry rules, including without limitation the Telephone Consumer Protection Act, Telemarketing Sales Rule, CAN-SPAM Act, Do Not Call requirements, carrier rules, 10DLC rules, platform rules, call recording laws, and any similar federal, state, local, or international requirements.

Client will not use the Services to send spam, unlawful telemarketing, deceptive messages, harassment, emergency communications, or communications to persons who have opted out or otherwise withdrawn consent. Client is responsible for honoring opt-out requests and for configuring workflows, scripts, and campaigns accordingly.

TractionDesk does not provide legal advice and use of the Services does not guarantee compliance with communications, telemarketing, privacy, advertising, professional licensing, or consumer protection laws.

Some Services use artificial intelligence, machine learning, speech recognition, large language models, voice synthesis, image generation, and other automated systems ("AI Services"). AI Services may generate calls, messages, summaries, classifications, recommendations, scripts, content, images, reports, or other outputs.

AI outputs may be inaccurate, incomplete, offensive, duplicative, biased, non-compliant, or unsuitable for Client's intended use. Client is responsible for reviewing, testing, supervising, and approving AI outputs before relying on them or publishing them, especially for regulated industries, pricing, medical, legal, financial, employment, housing, or other sensitive decisions.

Client is responsible for all prompts, instructions, knowledge base materials, training materials, scripts, offers, and other inputs provided to AI Services. Client must not submit data it is not authorized to use, and must not use AI Services to impersonate a person without proper authorization or disclosure.

Unless expressly agreed in writing, the Services are not designed to process protected health information, payment card data, government identifiers, children's data, or other highly sensitive regulated data. Client must not submit such data to the Services unless TractionDesk has expressly agreed in writing that the relevant use case is supported.

As between the parties, Client retains all right, title, and interest in Client Data. Client grants TractionDesk a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, modify, create derivative works from, and otherwise use Client Data as necessary to provide, secure, support, monitor, improve, and operate the Services and as otherwise permitted by this Agreement.

Client represents and warrants that it has all rights, permissions, notices, and consents necessary to provide Client Data to TractionDesk and to authorize TractionDesk to process Client Data as contemplated by this Agreement.

TractionDesk may generate usage data, telemetry, analytics, diagnostic information, performance data, and aggregated or de-identified data from use of the Services. TractionDesk may use such data for any lawful business purpose, including improving the Services, developing new features, security monitoring, benchmarking, and reporting, provided it does not identify Client or any Customer as the source of the data.

The Services are not an archive, backup, or records retention service unless expressly stated in an Agreement. Client is responsible for exporting and preserving Client Data needed for legal, regulatory, operational, or backup purposes.

The Services may connect with third-party products such as CRM systems, booking platforms, calendars, phone providers, SMS providers, email providers, payment processors, analytics tools, social platforms, AI model providers, data enrichment services, and other systems selected by Client or made available by TractionDesk.

Third-party products are governed by their own terms and privacy policies. TractionDesk does not control and is not responsible for third-party products, including their availability, security, data practices, changes, errors, outages, or decisions to suspend access.

Client authorizes TractionDesk to access, retrieve, transmit, modify, and process data from connected third-party products as necessary to provide the Services. Client is responsible for maintaining valid credentials, permissions, subscriptions, and configuration for third-party products.

Client will pay all fees described in the applicable Agreement. Unless otherwise stated, subscription fees are billed in advance and are non-cancelable and non-refundable except as expressly stated in this Agreement or required by law.

If Client authorizes payment by credit card, ACH, direct debit, or another electronic method, Client authorizes TractionDesk and its payment processors to charge all fees, taxes, usage charges, overages, implementation fees, and other amounts when due.

Usage-based features may be subject to credits, limits, overage fees, carrier fees, messaging fees, AI model costs, phone number fees, regulatory fees, or other pass-through or usage-based charges. Client is responsible for all such charges incurred through its account.

If payment is overdue, TractionDesk may charge interest to the maximum extent permitted by law, suspend or limit access to the Services, accelerate unpaid amounts, and recover collection costs, including reasonable attorneys' fees.

TractionDesk may change fees for renewal terms or future purchases by providing reasonable notice. Taxes, carrier fees, industry fees, regulatory fees, third-party pass-through fees, and usage-based costs may change at any time.

The term of each subscription will be stated in the applicable Agreement. Unless otherwise stated, subscriptions renew automatically for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate this Agreement if the other party materially breaches it and fails to cure the breach within thirty (30) days after receiving written notice. TractionDesk may terminate or suspend access immediately if Client fails to pay amounts when due, violates Sections 4, 5, or 6, creates security or legal risk, or uses the Services in a way that may harm TractionDesk, Customers, other clients, or third parties.

Upon expiration or termination, Client's right to use the Services ends, unpaid fees become due, and TractionDesk may delete Client Data in accordance with its standard retention practices unless legally prohibited. Sections that by their nature should survive will survive, including payment obligations, confidentiality, ownership, disclaimers, limitations of liability, indemnification, and dispute provisions.

Each party may receive non-public business, technical, financial, product, security, customer, or other information from the other party that should reasonably be understood to be confidential ("Confidential Information").

The receiving party will use the disclosing party's Confidential Information only to perform or exercise rights under this Agreement, will protect it using reasonable care, and will disclose it only to personnel, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is public through no fault of the receiving party, already known without restriction, independently developed without use of the Confidential Information, or rightfully received from a third party without confidentiality obligations. A party may disclose Confidential Information where required by law if it gives reasonable notice where permitted.

TractionDesk and its licensors retain all right, title, and interest in and to the TractionDesk Technology. No ownership rights are transferred to Client, and all rights not expressly granted are reserved.

If Client provides suggestions, ideas, improvements, requests, comments, or other feedback, Client grants TractionDesk a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback without restriction or obligation.

Client may use TractionDesk's name, logos, or marks only with prior written permission. Unless Client opts out in writing or the applicable Agreement states otherwise, TractionDesk may identify Client as a customer using Client's name and logo in customer lists, websites, presentations, and marketing materials.

Client will defend, indemnify, and hold harmless TractionDesk and its officers, directors, employees, contractors, affiliates, and agents from and against third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to Client Data, Client's use of the Services, Customer communications, Client's products or services, Client's violation of law or third-party rights, Client's breach of this Agreement, or Client's relationship with any Customer or third-party provider.

TractionDesk will defend Client against third-party claims alleging that the Services, as provided by TractionDesk and used in accordance with this Agreement, directly infringe a United States patent, copyright, or trademark, and will pay damages finally awarded or settlement amounts approved by TractionDesk.

TractionDesk has no indemnification obligation for claims arising from Client Data, third-party products, modifications not made by TractionDesk, use outside this Agreement, combination with non-TractionDesk products or services, or use after TractionDesk provides a non-infringing alternative or terminates the affected Services.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND TRACTIONDESK TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRACTIONDESK DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TRACTIONDESK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE, COMPLIANT WITH CLIENT'S INDUSTRY REQUIREMENTS, OR THAT AI OUTPUTS, WORKFLOWS, COMMUNICATIONS, RECOMMENDATIONS, REPORTS, OR INTEGRATIONS WILL MEET CLIENT'S NEEDS.

TRACTIONDESK DOES NOT PROVIDE LEGAL, MEDICAL, FINANCIAL, ACCOUNTING, TAX, EMPLOYMENT, OR PROFESSIONAL ADVICE. CLIENT IS RESPONSIBLE FOR ITS OWN COMPLIANCE PROGRAM, PROFESSIONAL REVIEW, AND BUSINESS DECISIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRACTIONDESK'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO TRACTIONDESK FOR THE AFFECTED SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. FOR FREE, TRIAL, BETA, OR PILOT SERVICES, TRACTIONDESK'S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this Section apply regardless of the legal theory and even if a limited remedy fails of its essential purpose. Nothing in this Agreement limits liability that cannot be limited under applicable law.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law rules. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Delaware for disputes arising out of or related to this Agreement, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

Neither party may assign this Agreement without the other party's prior written consent, except TractionDesk may assign it to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all assets or voting securities.

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, except for payment obligations. This Agreement does not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.

TractionDesk may update these Terms from time to time by posting a revised version or otherwise giving notice. Material changes will become effective on Client's next renewal term or when Client accepts the updated Terms, unless a shorter period is required by law. Continued use of the Services after an update becomes effective constitutes acceptance.

If any provision is unenforceable, the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. This Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements on that subject.

Notices to TractionDesk must be sent to legal@tractiondesk.com. Notices to Client may be sent to the email address associated with Client's account or provided through the Services.