TerraVex Terms of Service

Effective date: on acceptance · Last updated: October 7, 2026

These Terms of Service (the "Terms") are a binding agreement between TerraVex LLC, a Florida limited liability company that operates the TerraVex platform (together with the platform, "TerraVex", "we", "us", "our"), and the business that registers for the Service ("Customer", "you", "your"). By ticking the acceptance box and clicking "Create account" when you register on our website, you accept these Terms and represent that you are authorized to bind the Customer. If you do not agree, do not create an account.

PLEASE READ SECTION 15 (DISPUTE RESOLUTION; ARBITRATION; CLASS-ACTION WAIVER) AND SECTION 13 (LIMITATION OF LIABILITY) CAREFULLY. THEY AFFECT YOUR LEGAL RIGHTS.

1. Definitions

1.1 "Service" means the TerraVex hosted software-as-a-service platform for residential and commercial pest control operations, including property plans and measurements (the "building model"), inspections and findings, estimating, treatment plans, scheduling and routing, technician management, service and application records, the product library, invoicing and payment collection, client portal, recurring service plans, inventory, reporting, training ("Academy"), and related features, together with our websites, APIs, web app (which can be installed to a phone, tablet or computer home screen), and documentation. 1.2 "Customer Data" means all data, content, and materials the Customer or its Authorized Users submit to, or generate in, the Service, including data about the Customer's own clients, properties, inspections, findings, treatments, application records, estimates, invoices, staff, and Portal End Users. 1.3 "Authorized User" means an individual the Customer authorizes to use the Service under the Customer's account (for example owner/admin, office/dispatch, accounting, lead technician, technician). 1.4 "Portal End User" means a client of the Customer (for example a homeowner, property manager, or commercial facility contact) who accesses the Customer-branded client portal or a public page the Customer sends them, such as a proposal, invoice, booking or signing page. 1.5 "Order" means the online subscription selection, order form, or plan the Customer purchases. 1.6 "Third-Party Services" means services not provided by TerraVex that interoperate with the Service (for example Stripe, Twilio, QuickBooks, payroll providers, background-screening providers such as Checkr, mapping and geocoding, email delivery, property-data lookup, and AI model providers). 1.7 "AI Features" means those features of the Service that use artificial intelligence or machine learning, as described in the AI Features Disclosure (Section 1.9). 1.8 "Confidential Information" means non-public information disclosed by one party to the other in connection with the Service that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, TerraVex's non-public product, pricing and security information, and the terms of any Order. It excludes information that is public through no fault of the receiver, independently developed, or rightfully received from a third party without a duty of confidentiality. 1.9 "Policies" means the documents incorporated into these Terms, each available at the address shown: the Billing & Subscription Terms (https://app.terravexos.com/legal/billing), the Privacy Policy (https://app.terravexos.com/legal/privacy), the Data Processing Addendum (https://app.terravexos.com/legal/dpa), the AI Features Disclosure (https://app.terravexos.com/legal/ai), the Acceptable Use Policy (https://app.terravexos.com/legal/acceptable-use), the Cookie Policy (https://app.terravexos.com/legal/cookies), the Subprocessors list (https://app.terravexos.com/legal/subprocessors), and the Portal Terms of Use (https://app.terravexos.com/legal/portal-terms). 1.10 "Competitor" means a business whose principal product is software for scheduling, dispatching, estimating, routing or invoicing pest control, lawn care or other home-service work. 1.11 "Team Member" means a person the Customer employs or engages, or is onboarding, including a new hire who uses an onboarding or signing link before having a login. 1.12 "Pesticide Laws" means the federal, state, tribal and local laws, regulations, permits and product labeling that govern the sale, use, application, storage, transport and disposal of pesticides and devices, the licensing, certification and supervision of applicators, inspections and inspection reports, and related recordkeeping, reporting, notification, posting and contract requirements, including the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA") and the rules of each state lead agency for pesticide regulation (the "state regulator").

2. The Service; Accounts

2.1 Provision. Subject to these Terms, TerraVex grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for its internal business purposes. 2.2 Business use only. The Service is offered to businesses and their staff, not to consumers. You represent and warrant that you are registering on behalf of a business entity or a sole proprietorship, for business purposes, and not as a consumer for personal, family, or household purposes. You must be at least 18 and able to form a binding contract. 2.3 Accounts & security. You are responsible for configuring roles and permissions, for all activity under your account and your Authorized Users' credentials, and for keeping credentials confidential. Notify us promptly of any unauthorized access at security@terravexos.com. Each Authorized User must have a unique login; credential sharing is prohibited. 2.4 Seats. Where your plan limits the number of Authorized Users, we may confirm the count of active logins through the Service. If use exceeds your licensed seats, we will notify you, and you will either reduce usage within 14 days or pay for the additional seats at the then-current rate from the date the excess began. 2.5 Tenant administration. You are solely responsible for the roles you assign, the data you upload, the invoices you issue, the pricing you set, the records and reports you create, and the communications you send through the Service.

3. Customer Responsibilities & Acceptable Use

3.1 You will use the Service in compliance with these Terms, the Acceptable Use Policy (https://app.terravexos.com/legal/acceptable-use), and all applicable laws (including Pesticide Laws and consumer-protection, telemarketing/SMS, recording-consent, tax, employment, background-screening, and privacy laws). 3.2 You are responsible for obtaining all rights and consents needed to submit Customer Data and to have TerraVex and its subprocessors process it, including consent to photograph and record properties (for example inspection photos and walkthrough recordings), to send SMS/email/call communications, and to store sensitive operational details such as property access codes. 3.3 You will not upload unlawful content, infringe third-party rights, or attempt to circumvent the Service's security or multi-tenant isolation.

4. Portal End Users

4.1 The client portal and public pages let your Portal End Users view estimates, service records and invoices, approve add-ons, request scheduling, sign documents, and pay online. As between you and TerraVex, you are responsible for your relationship with your Portal End Users, including your own terms, notices and disclosures, refunds, service quality, warranties and guarantees, and dispute handling. 4.2 Portal Terms of Use. Portal End Users use the portal and public pages under the Portal Terms of Use (https://app.terravexos.com/legal/portal-terms), which the Service presents for acceptance before first portal access and at checkout. You will not modify, waive, or represent anything inconsistent with the Portal Terms of Use to your Portal End Users. 4.3 TerraVex provides the portal as a tool; TerraVex is not a party to any contract between you and your Portal End Users and does not perform, guarantee, insure, or supervise pest control services, inspections or treatments. 4.4 Text messages. The Service can send text messages to Portal End Users, as described in Section 6A of the Privacy Policy (https://app.terravexos.com/legal/privacy). The Service provides an opt-in record, STOP/HELP handling and message-frequency controls. (a) Service texts (for example booking confirmations, appointment reminders, "on my way" notices, service records and invoice links, and review requests) are sent as you configure them, to customers who have consented to receive texts. Recipients receive up to four service texts per scheduled service. (b) Marketing texts (for example a seasonal offer, or a reminder to book again after a period without service) are sent only to customers whose consent to marketing texts is recorded in the Service, and only between 8 AM and 8 PM in the recipient's local time. (c) You are responsible for consent. You are responsible for obtaining and keeping the consent the Telephone Consumer Protection Act ("TCPA") and similar state laws require for every text you enable, for enabling texts only for customers who have consented, and for the content of the messages you configure. Message and data rates may apply, and every message supports STOP to opt out and HELP for help. Consent to receive texts is never a condition of booking a service. No mobile information is shared with third parties or affiliates for marketing or promotional purposes. Text messaging originator opt-in data and consent are excluded from every other category of sharing described in the Privacy Policy, and that information is not shared with any third party.

4A. Background screening

4A.1 Where you order a background check or drug screen through the Service, the report is prepared by a consumer reporting agency (currently Checkr) under its own terms, which you accept when you connect your account. TerraVex is not a consumer reporting agency, does not prepare or evaluate reports, and makes no employment decision. 4A.2 You certify that you will order reports only for a permissible purpose under the Fair Credit Reporting Act and applicable state law, that you have provided the required disclosures and obtained the candidate's written authorization, and that you are responsible for pre-adverse-action and adverse-action notices and any individualized assessment the law requires. 4A.3 The Service stores the report's status, the screening provider's recommended outcome label and a link to the report on the team member's record, visible to your owner and office roles only. You will limit access to and use of that information as the law requires.

4A.4 Ordering a screening from the new hire flow sends the invitation when you send the onboarding link. You are responsible for when you order a screening, including fair-chance and "ban the box" laws that in some states and cities allow a criminal history check only after a conditional offer.

4B. Team onboarding, company documents and electronic signatures

4B.1 Your documents. You decide which handbooks, policies and agreements to use, what they say, and who receives them. TerraVex's standard documents (including the team handbook, independent contractor agreement, safety policy, phones and photos policy, and vehicle policy) and signature templates are plain-language starting points, not legal advice. Employment, wage-and-hour, worker-classification, non-solicitation, pesticide-safety and privacy laws differ by state and city, and a standard document may not be suitable or enforceable where you operate. Have a qualified lawyer review what you publish. Calling someone an independent contractor in a document does not make them one under the law.

4B.2 Electronic signatures and acknowledgements. The Service lets Team Members sign and acknowledge your documents electronically. It records the typed name, drawn signature, date and time, IP address, browser, document version, and a fingerprint of the document as signed, and emails the signer a copy. You are responsible for deciding whether electronic signature is appropriate for each document, for obtaining any consent to electronic records the law requires (including under the U.S. ESIGN Act and your state's version of the Uniform Electronic Transactions Act), and for offering a paper alternative where the law requires one. TerraVex is not a party to, and makes no representation about the enforceability of, any agreement or policy between you and your Team Members, and does not verify a signer's identity beyond their access to the link you sent.

4B.3 Tax and employment-eligibility forms. The Service is not a place to collect or store tax forms (such as the W-2, W-4 or W-9), Form I-9, Social Security or taxpayer identification numbers, or government ID images, and you will not upload them. TerraVex does not verify identity or employment eligibility, is not an electronic Form I-9 system, does not use E-Verify, does not calculate withholding, and does not file tax forms or issue W-2s or 1099s. You are responsible for completing and keeping these forms outside the Service as the law requires, and for not asking for more or different documents than the law allows.

4B.4 Staff records. You decide how long to keep Team Member records. They remain in your workspace until you delete them or the workspace is deleted under Section 12.5. Deleting a Team Member's login does not delete your records about them.

4C. Pest control compliance, reports, product information and estimates

4C.1 You are the licensed business. You alone are responsible for complying with Pesticide Laws in every place you work, including: (a) following the label and labeling of every product you use, because under FIFRA the label is the law; (b) holding the business licenses, applicator licenses and certifications your state regulator requires, and keeping them current; (c) supervising your technicians and any uncertified applicators as the law requires; (d) keeping the records and making the reports the law requires, such as pesticide application records, restricted-use pesticide records, structural or wood-destroying organism reports, and records of complaints, incidents and spills, for the periods the law sets; (e) following notification, posting and pre-notification rules, including registries of people who must be notified before an application and rules for schools, child care facilities and other sensitive sites; and (f) using the service contracts, disclosures and consumer notices your state regulator requires. 4C.2 Reports and regulatory forms are yours. Wood-destroying organism (WDO) and termite inspection reports, application records, service records, inspection findings, treatment plans, graphs and diagrams, and any other report or regulatory form you create with the Service are your reports, made by you or your licensed personnel. TerraVex supplies software only. TerraVex does not inspect any property, does not perform or supervise any treatment, and does not certify, sign, approve or file any report or form. A form or template in the Service may not match the current official form your state requires; you are responsible for using the correct form and for its content, accuracy and delivery. 4C.3 Product and label information. Product and label information in the Service, such as EPA registration numbers, active ingredients, signal words, application rates, target pests and sites, state registrations, re-entry and restricted-use status, and links to labels and safety data sheets (SDS), is provided for convenience. It may be incomplete, may not reflect the label version you hold, and may be out of date, because manufacturers and regulators change labels and registrations. Before you buy, mix, apply, store or dispose of any product, check the current label and the product's registration status in the state where you will use it. If the Service and the label differ, the label controls. TerraVex gives no agronomic, entomological, safety, medical, environmental or regulatory advice. 4C.4 Measurements, plans, quantities and estimates. Property measurements, plans, square and linear footage, treatment areas, product quantities, mixing and dilution figures, bait station or device counts, routes, prices and estimates produced by the Service, whether from the building model, from your inputs, or from AI Features, are estimates for you to verify. You are responsible for confirming them before you quote, schedule, mix or apply anything. 4C.5 No guarantee of results. TerraVex does not guarantee that any inspection will find, or any treatment will prevent or eliminate, any pest or wood-destroying organism, or that any service will meet a client's expectations. Any warranty, guarantee or retreatment promise you give your clients is yours alone. 4C.6 Emergencies. The Service is not an emergency or poison-control resource. In a pesticide exposure, spill or other emergency, follow the label's first-aid and spill directions and contact emergency services, Poison Control (1-800-222-1222 in the United States) or the appropriate authority.

5. Fees, Billing & Taxes

5.1 Subscription fees. You will pay the fees for your Order. Unless stated otherwise, fees are quoted and payable in USD, are billed in advance, and are non-refundable except as expressly stated in these Terms or the Billing & Subscription Terms, or as required by law. 5.2 Free trials. If a free trial is offered, it lasts 14 days and converts to a paid subscription unless cancelled before it ends. Before a trial starts we show the plan price and the date of the first charge. We may modify or discontinue trials at any time. 5.3 Auto-renewal and cancellation. Subscriptions renew automatically at the then-current rate for successive periods equal to the then-current term. You may cancel renewal at any time, effective at the end of the then-current billing period, from the Billing & Plan page or the billing portal. For annual terms, we will send a renewal reminder to your admin email at least 30 days before the renewal date. You authorize us (and our payment processor) to charge your payment method for renewals. Subscriptions, plan changes and add-ons are bought and managed by the Customer on the TerraVex web application. 5.4 Payment processing to your clients (Stripe Connect). Online payments from your Portal End Users are processed through Stripe on your own connected Stripe account; you are the merchant of record for those transactions and are bound by Stripe's agreements. TerraVex deducts a platform application fee from those transactions at the rate described in Section 8 of the Billing & Subscription Terms; the rate changes only by email notice to your admin address, effective at your next renewal. TerraVex does not hold your funds, is not a bank or money transmitter, and is not responsible for payout timing, chargebacks, refunds, reserves, or disputes handled by Stripe. 5.5 Taxes. Fees are exclusive of taxes. You are responsible for all taxes associated with your subscription (other than taxes on our net income) and for correctly configuring, collecting, and remitting any sales/VAT/GST on invoices you issue to your clients. Tax rates you enter and totals you generate are your responsibility. 5.6 Late/failed payment. If a charge fails or a payment is overdue, we may (a) retry the charge, (b) apply interest at the lower of 1.5% per month or the maximum allowed, and (c) after the 7-day grace period in Section 7 of the Billing & Subscription Terms, suspend the Service under Section 12. 5.7 Changes to fees. We may change subscription fees and the platform application fee effective at your next renewal by emailing your admin address at least 30 days before the renewal.

6. Customer Data; Ownership; License

6.1 Ownership. As between the parties, the Customer owns all Customer Data. TerraVex claims no ownership of Customer Data. 6.2 License to operate. You grant TerraVex a worldwide, non-exclusive license to host, copy, process, transmit, display, and use Customer Data solely to (a) provide, secure, and support the Service, (b) prevent or address technical or security issues, (c) comply with law, and (d) as otherwise instructed by you (including via the DPA). 6.3 Personal data. Where Customer Data includes personal data, the Data Processing Addendum (https://app.terravexos.com/legal/dpa) applies and is incorporated by reference. You are the controller; TerraVex is the processor. 6.4 De-identified data. TerraVex may use data that has been de-identified so that it does not identify you, any individual, or any Portal End User to operate, secure, and improve the Service. TerraVex will not attempt to re-identify such data, will maintain it in de-identified form, and will contractually obligate any recipient to the same. 6.5 AI Features. Use of AI Features is governed by the AI Features Disclosure (https://app.terravexos.com/legal/ai), incorporated by reference. 6.6 Feedback. If you give us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction. 6.7 Your records stay available to you. Because Pesticide Laws may require you to keep application records, inspection reports and other records for years, you are responsible for exporting and keeping your own copies for as long as the law requires. The Service is not a records-retention service, and Customer Data is deleted after termination as described in Section 12.5.

7. Third-Party Services

7.1 The Service integrates optional Third-Party Services. Your use of them is governed by their terms and privacy policies, and you are responsible for any accounts, keys, and fees. TerraVex is not responsible for Third-Party Services and disclaims liability for their acts, omissions, availability, or data practices. 7.2 If a Third-Party Service becomes unavailable or changes, the related Service features may be affected without liability to TerraVex.

8. Intellectual Property

8.1 TerraVex and its licensors own all right, title, and interest in and to the Service, including all software, models, designs, and trademarks. Except for the limited rights expressly granted, no rights are granted to you. 8.2 You will not (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or attempt to derive source code (except as law permits); (c) resell, sublicense, or provide the Service to third parties as a service bureau; (d) use TerraVex's Confidential Information, non-public documentation, or the AI Features' model outputs to develop a competing product; or (e) remove proprietary notices.

9. Confidentiality

9.1 The receiving party will use the other party's Confidential Information only to perform under these Terms (and, for TerraVex, as permitted by Section 6.4), protect it with reasonable care, and not disclose it except to personnel and advisors bound by confidentiality, or as required by law after notice where lawful. This Section does not limit the DPA's stricter obligations for personal data.

10. Service Levels, Support & Changes

10.1 We will use commercially reasonable efforts to keep the Service available, excluding scheduled maintenance, emergency maintenance, and events beyond our reasonable control. Any specific uptime commitments apply only if stated in a separate written SLA. 10.2 Support is provided as described in your plan or at support@terravexos.com. 10.3 Support access to your workspace. To provide support, load data you ask us to import, investigate a problem, or respond to a security or abuse concern, authorized TerraVex personnel may access your workspace, including by operating it with the same permissions as your owner/admin role ("Support Access"). Support Access is limited to what is reasonably necessary for the purpose, is used only by authorized personnel bound by confidentiality obligations, and is recorded in an audit log available to your administrators. We will not use Support Access to send messages to your clients, take payments, or change your billing except as you request, and we will not create, change or sign any inspection report or application record. You may ask us to limit Support Access to specific requests by emailing support@terravexos.com; note that some support and security tasks cannot be performed without it. 10.4 We may modify, add, or discontinue features. We will not materially decrease the core functionality of a paid plan during a paid term without notice; your remedy for a material decrease is described in Section 12.4.

11. Warranties & Disclaimers

11.1 Mutual. Each party warrants it has authority to enter these Terms. 11.2 Limited. We warrant that during the Term the Service will perform materially in accordance with the documentation in effect at the start of your then-current subscription term, under normal use. Your exclusive remedy for breach of this warranty is our correction of the non-conformity or, if we cannot do so within a reasonable time, termination and a pro-rata refund of prepaid, unused fees. 11.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 11.2, THE SERVICE, INCLUDING ALL AI FEATURES, OUTPUTS, ESTIMATES, MEASUREMENTS, PLANS, TREATMENT AND PRODUCT QUANTITIES, PRODUCT AND LABEL INFORMATION, REPORT AND FORM TEMPLATES, COST/MARGIN CALCULATIONS, SCHEDULING AND ROUTING SUGGESTIONS, TRANSCRIPTIONS, AND PROPERTY DATA, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT AI OR CALCULATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE, THAT PRODUCT OR LABEL INFORMATION IS CURRENT, OR THAT USING THE SERVICE WILL SATISFY ANY PESTICIDE LAW OR ACHIEVE ANY PEST CONTROL RESULT. DESCRIPTIONS OF HOW THE SERVICE OPERATES IN THE POLICIES ARE DESCRIPTIONS, NOT WARRANTIES. TERRAVEX IS NOT A PEST CONTROL OPERATOR, LICENSED APPLICATOR OR INSPECTOR, OR A PROFESSIONAL SERVICES, LEGAL, REGULATORY, AGRONOMIC, SAFETY, MEDICAL, TAX, ACCOUNTING, INSURANCE, OR FINANCIAL ADVISOR, AND THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR FOR THE PRODUCT LABEL.

12. Term; Suspension; Termination

12.1 Term. These Terms begin when you first accept them and continue for the subscription term stated in your Order, renewing per Section 5.3. 12.2 Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days of written notice. We may terminate on 7 days' written notice, without a cure period, for a breach of Section 3, Section 8, or the Acceptable Use Policy, and immediately where continued use presents a security risk, harm to others, or legal exposure to TerraVex. 12.3 Suspension. We may suspend or limit access, in whole or in part, for non-payment after the grace period, a security risk, or a suspected violation of these Terms. Suspension is enforced at the platform level, and a suspended account may be prevented from taking billable or operational actions. Suspension will not disable your ability to export Customer Data using the Service's export tools. We will use reasonable efforts to give notice by email to your admin address before or promptly after a suspension. 12.4 Refunds on termination. You may cancel renewal per Section 5.3. If we materially decrease core functionality of your paid plan or discontinue the Service during a paid term, or if you terminate these Terms for TerraVex's uncured material breach under Section 12.2, you may terminate and we will refund prepaid, unused fees on a pro-rata basis as your sole remedy. 12.5 Effect of termination. On termination, your right to use the Service ends. For 30 days after the later of termination or restoration of export access, you may export Customer Data using available tools (uploaded files, including Team Member documents, can be downloaded one at a time from the Service, and on request to support@terravexos.com during that period we will provide a copy of all files in your workspace); thereafter we will delete or return Customer Data as described in Section 10 of the DPA, subject to legal retention requirements. Export any application records, inspection reports and other records you must keep under Pesticide Laws before that period ends (Section 6.7). Exception: if the Customer's only owner deletes their own account in the Service (user menu > Delete my account), that is an instruction to delete the whole workspace at once; it is deleted immediately and permanently, with no export period, and the subscription is cancelled without refund of the current period. Deleting a client through the Service removes that client's associated records from your workspace. Fees owed survive termination. Sections that by their nature should survive (including 4C, 5.4 through 5.7, 6, 8, 9, 11.3, 13, 14, 15, 16) survive.

13. Limitation of Liability

13.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 13.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU PAID TO TERRAVEX FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The foregoing cap does not apply to: (a) Customer's indemnification obligations under Section 14.1; (b) either party's breach of Section 9 (Confidentiality); (c) Customer's breach of Section 8 (Intellectual Property) or the Acceptable Use Policy; (d) amounts owed by Customer under Section 5; or (e) a party's gross negligence, willful misconduct, or fraud. 13.3 Payments carve-out. TerraVex is not liable for the acts or omissions of payment processors or for chargebacks, refunds, payout delays, reserves, or fund losses arising from Third-Party Services; disputes over such matters are between you and the relevant provider and/or your Portal End User. 13.4 Exceptions. Some jurisdictions do not allow certain limitations; to the extent prohibited, the limitation applies to the maximum extent permitted. Nothing limits liability that cannot be limited by law (for example a party's fraud or willful misconduct, or death or personal injury caused by negligence where non-excludable). 13.5 Basis of the bargain. The parties agree these limitations are an essential basis of the bargain and reflect the allocation of risk.

14. Indemnification

14.1 By Customer. You will defend, indemnify, and hold harmless TerraVex and its affiliates, officers, and personnel from and against any third-party claim, and related losses, arising from (a) Customer Data; (b) your or your Authorized Users' use of the Service; (c) your relationship with, services to, invoices issued to, or communications sent to your Portal End Users or clients; (d) your violation of law or these Terms (including Pesticide Law, consent, tax, SMS/telemarketing, employment, background-screening, and recording-consent obligations); (e) your use of AI outputs; or (f) any inspection, report, treatment, pesticide application, or other service you or your personnel perform, including any claim of property damage, personal injury, exposure, or environmental harm. 14.2 By TerraVex. We will defend you against a third-party claim alleging the Service, as provided by us and used in accordance with these Terms, infringes such third party's intellectual-property rights, and will pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Third-Party Services, modifications not made by us, or use in violation of these Terms. If the Service is or may become subject to an infringement claim, we may (i) obtain a right to continue use, (ii) modify or replace the affected part, or (iii) terminate the affected part with a pro-rata refund. This Section states our entire liability for infringement. 14.3 Procedure. The indemnified party will promptly notify the indemnifying party and reasonably cooperate. The indemnifying party controls the defense, except that TerraVex may elect to control the defense of any claim against it at the Customer's reasonable expense, with the Customer retaining the right to consent to any settlement that imposes an obligation on the Customer (consent not unreasonably withheld). No settlement imposing liability or admission on the indemnified party may be made without its consent (not unreasonably withheld).

15. Dispute Resolution; Mediation; Binding Arbitration; Class-Action Waiver

Please read this Section carefully. 15.1 Informal resolution. Before starting a formal proceeding, the parties will try in good faith to resolve any dispute by sending a written notice describing the dispute to legal@terravexos.com (or, to you, to your admin email) and negotiating for at least 30 days. 15.2 Mediation. If unresolved, the parties may by mutual agreement attempt to settle the dispute by confidential, non-binding mediation administered by the American Arbitration Association (AAA) under its mediation rules, in Santa Rosa County, Florida, with fees shared equally. Mediation is not a condition of arbitration. 15.3 Binding arbitration. Any dispute not resolved under Section 15.1 will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its then-current commercial rules, by a single arbitrator, seated in Pensacola, Florida, conducted in English. If AAA is unavailable or declines to administer the arbitration, it will be administered by JAMS under its comparable rules. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator decides arbitrability. For a claim of USD 10,000 or less, TerraVex will pay the arbitration filing and arbitrator fees in excess of the amount the claimant would pay in court, unless the arbitrator finds the claim frivolous. 15.4 Class-action & jury waiver; mass filings. TO THE EXTENT PERMITTED BY LAW, DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If 25 or more similar demands are filed by or with the assistance of the same counsel, the parties agree the demands will be resolved in batches of no more than 25, with the first batch treated as bellwether cases, and the remaining demands stayed until those are resolved. If the class-action waiver is unenforceable as to a claim, that claim proceeds in court and the rest of this Section still applies. 15.5 Exceptions. Either party may (a) seek injunctive or equitable relief in court to protect intellectual property or Confidential Information, (b) bring an individual claim in small-claims court if it qualifies, and (c) bring an action in the state or federal courts located in Santa Rosa County, Florida to collect amounts owed under Section 5, and Sections 15.1 through 15.3 do not apply to such actions. 15.6 Governing law. These Terms are governed by the laws of the State of Florida, USA, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. Subject to Sections 15.1 through 15.4, the exclusive venue for permitted court actions is Santa Rosa County, Florida. 15.7 Time limit. Any claim against TerraVex must be brought within one (1) year after it arises, to the extent permitted by law. This limit does not apply to TerraVex's claims for unpaid fees or for breach of Section 8 or Section 9.

16. General

16.1 Changes to these Terms. We may update these Terms. For a material change, we will email your admin address at least 30 days before the change takes effect and post the new version with its effective date. Changes do not apply to disputes that arose before their effective date. If you object to a material change, you may terminate before its effective date and receive a pro-rata refund of prepaid, unused fees; continued use after the effective date constitutes acceptance. 16.2 Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of all or substantially all assets that is not a Competitor. We may assign these Terms to an affiliate or a successor, and any assignee will be bound by these Terms and the DPA with respect to Customer Data. Void assignments have no effect. 16.3 Force majeure. Neither party is liable for delay or failure due to events beyond its reasonable control (for example natural disasters, outages, war, labor disputes, acts of Third-Party Services, or governmental action). If a force majeure event prevents TerraVex from providing the Service for more than thirty (30) consecutive days, either party may terminate and the Customer will receive a pro-rata refund of prepaid, unused fees. 16.4 Notices. Legal notices to TerraVex go to legal@terravexos.com and TerraVex LLC, 5964 King George Parkway, Pace, FL 32571. Notices to you of fee changes, material changes to these Terms, suspension, or termination will be sent by email to your account's admin email, and may also be shown in the Service; other notices may be given in the Service. 16.5 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or employment. 16.6 No third-party beneficiaries. There are no third-party beneficiaries except as expressly stated (for example indemnified parties). 16.7 Severability; waiver. If any provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. Failure to enforce is not a waiver. 16.8 Entire agreement; order of precedence. These Terms, together with the Data Processing Addendum, the Billing & Subscription Terms, the AI Features Disclosure, the Acceptable Use Policy, the Privacy Policy, the Cookie Policy, the Subprocessors list, the Portal Terms of Use, and any Order, constitute the entire agreement and supersede prior agreements on the subject. In the event of conflict, the order of precedence is: (1) the DPA (for personal-data matters), (2) an executed Order, (3) the Billing & Subscription Terms (for fees, billing, and cancellation), (4) these Terms, (5) the other Policies. 16.9 Export & sanctions. You represent you are not subject to sanctions or located in an embargoed region and will comply with export-control and sanctions laws. 16.10 U.S. government. The Service is "commercial computer software" provided with restricted rights under applicable FAR/DFARS clauses.

Contact: legal@terravexos.com · TerraVex LLC, 5964 King George Parkway, Pace, FL 32571 · https://terravexos.com