AGREEMENT TO OUR LEGAL TERMS

We are TRACTIONCORE (“Company,” “we,” “us,” or “our”), a talent and revenue partner providing offshore outsourcing solutions. We operate the website https://www.tractioncore.com (the “Site”), as well as any other related products, platforms, tools, or services that refer or link to these Terms and Conditions (the “Legal Terms”) (collectively, the “Services”).

These Legal Terms constitute a legally binding agreement entered into between you, whether personally or on behalf of an entity (“you” or “Client”), and TRACTIONCORE, governing your access to and use of the Services.

By accessing, browsing, creating an account, submitting information, entering into discussions, purchasing, subscribing to, or otherwise using any portion of the Services, you expressly acknowledge that you have read, understood, and agreed to be bound by these Legal Terms in their entirety. Your continued use of the Services constitutes acceptance of these Legal Terms, as they may be amended from time to time.

IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

OUR SERVICES

TRACTIONCORE provides a range of business services relating to offshore outsourcing, talent engagement, recruitment, operational support, and revenue enablement. The specific features, scope, mechanics, deliverables, pricing, and conditions applicable to any Service are described in the Site, written proposals, service documentation, marketing materials, or other communications made available by TRACTIONCORE from time to time, all of which shall be deemed valid and effective upon receipt.

You acknowledge and agree that the Services, including their structure, mechanics, availability, scope, and applicable terms, may be modified, updated, suspended, or discontinued by TRACTIONCORE at any time, with or without prior notice, unless otherwise expressly agreed in writing. TRACTIONCORE reserves the right, in its sole discretion, to revise, replace, withdraw, or otherwise modify any aspect of the Services, and your continued use of the Services following any such modification constitutes your acceptance thereof.

The information made available through the Services is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. Any person who accesses the Services from locations outside TRACTIONCORE’s primary operating jurisdictions does so on their own initiative and is solely responsible for compliance with all applicable local laws and regulations.

ELIGIBILITY AND AUTHORITY

The Services are intended solely for use by individuals who are at least eighteen (18) years of age and who possess the legal capacity to enter into binding agreements under applicable law. By accessing or using the Services, you represent and warrant that you meet these eligibility requirements.

If you access or use the Services on behalf of a corporation, partnership, organization, or other legal entity, you further represent and warrant that you have full legal authority to bind such entity to these Legal Terms. In such cases, the terms “you” and “Client” shall refer to both the individual acting and the entity on whose behalf the Services are used.

You acknowledge and agree that any use of the Services by an individual lacking the requisite authority, or by an entity without proper authorization, shall constitute a material violation of these Legal Terms. TRACTIONCORE reserves the right to rely upon the representations made under this section and shall not be responsible for verifying the authority of any user purporting to act on behalf of another party.

SCOPE OF SERVICES AND QUALIFIED OUTCOMES

TRACTIONCORE provides the Services in accordance with the scope, mechanics, and service frameworks described in the Site, written proposals, service documentation, marketing materials, or other communications made available to the Client. Certain Services may be described or marketed as outcome‑based or performance‑driven, subject to the specific definitions, conditions, assumptions, and limitations communicated in connection with such Services.

You acknowledge and agree that any stated outcomes, guarantees, or performance commitments apply only to the extent expressly defined, and are contingent upon the Client’s timely cooperation, accuracy of information provided, adherence to agreed processes, and fulfillment of all Client obligations. Outcomes are assessed based on the agreed scope and evaluation criteria applicable to the specific Service, and do not constitute blanket guarantees of business success, profitability, revenue growth, hiring retention, or results beyond the defined parameters.

You further acknowledge that the achievement of outcomes may be affected by factors outside TRACTIONCORE’s reasonable control, including but not limited to market conditions, regulatory environments, third‑party platforms or tools, internal Client decisions, resource availability, and changes in business strategy. TRACTIONCORE shall not be responsible for any failure or delay in achieving outcomes caused by such external or Client‑controlled factors.

Nothing in these Legal Terms shall be interpreted as creating an unconditional or unlimited guarantee, nor as obligating TRACTIONCORE to achieve results beyond those expressly stated and agreed. Any outcome‑based commitments must be evaluated in good faith within the context of the applicable Service and shall not be expanded by implication, inference, or generalized marketing language.

USER ACCOUNTS

Certain features of the Services may require you to create and maintain a user account. When registering for an account, you agree to provide information that is accurate, complete, and current, and to promptly update such information as necessary to ensure its continued accuracy. You acknowledge that TRACTIONCORE relies on the information you provide in administering the Services.

You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords, access tokens, or similar authentication mechanisms, and for all activities conducted through or under your account, whether authorized by you or not. You agree not to share your account credentials with any third party and to use reasonable efforts to prevent unauthorized access to your account.

You must notify TRACTIONCORE immediately upon becoming aware of any unauthorized use of your account, suspected security breach, or compromise of account credentials. TRACTIONCORE shall not be liable for any loss, damage, or unauthorized activity arising from your failure to safeguard account credentials or to provide timely notice, except to the extent liability cannot be excluded under applicable law.

TRACTIONCORE reserves the right, in its sole discretion, to suspend, restrict, or terminate any account, or to require modification of account credentials, where it reasonably believes that such action is necessary to protect the security or integrity of the Services, to investigate suspected violations of these Legal Terms, or to comply with legal or regulatory obligations.

USER-GENERATED CONTENT

The Services may permit you to submit, upload, transmit, store, or otherwise make available information, materials, data, documents, text, files, media, or other content (“User‑Generated Content”). You retain ownership of any User‑Generated Content that you submit, subject to the rights and licenses granted under these Legal Terms.

By submitting User‑Generated Content through the Services, you grant TRACTIONCORE a worldwide, non‑exclusive, royalty‑free, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, display, and distribute such User‑Generated Content solely for purposes related to operating, administering, delivering, supporting, securing, and improving the Services, including compliance, dispute resolution, and internal business operations. This license shall continue for as long as the User‑Generated Content is retained in connection with the Services, subject to applicable law.

You represent and warrant that you own or otherwise have all necessary rights, licenses, consents, and authority to submit the User‑Generated Content and to grant the license set forth herein, and that the submission and use of such User‑Generated Content does not infringe or violate any intellectual property rights, confidentiality obligations, privacy rights, contractual restrictions, or other rights of any third party.

TRACTIONCORE does not assume responsibility for User‑Generated Content submitted by users and does not guarantee the accuracy, integrity, or legality of such content. TRACTIONCORE reserves the right, but not the obligation, to review, remove, restrict access to, or refuse to process any User‑Generated Content that it reasonably determines violates these Legal Terms, applicable law, or the rights of any third party.

INTELLECTUAL PROPERTY RIGHTS

TRACTIONCORE is the owner or the authorized licensee of all intellectual property rights in and to the Services, including but not limited to all source code, databases, functionality, software, system architecture, workflows, methodologies, frameworks, processes, tools, templates, documentation, website designs, audio, video, text, photographs, graphics, and other materials made available by or on behalf of TRACTIONCORE (collectively, the “Content”), as well as all trademarks, service marks, logos, trade dress, and branding elements contained therein (the “Marks”). All Content and Marks are protected by applicable intellectual property and proprietary rights laws.

Except as expressly permitted under these Legal Terms or in a separate written agreement signed by an authorized representative of TRACTIONCORE, nothing in these Legal Terms shall be construed as granting you any right, title, or interest in or to the Content, the Marks, or the Services, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved by TRACTIONCORE.

Subject to your compliance with these Legal Terms, TRACTIONCORE grants you a limited, non‑exclusive, non‑transferable, revocable license to access the Services and to download or print copies of portions of the Content solely for your internal business purposes in connection with the authorized use of the Services. This license does not permit you to copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, sublicense, sell, lease, or otherwise exploit any Content or Marks without TRACTIONCORE’s prior written consent.

Unless otherwise expressly agreed in writing, TRACTIONCORE retains all intellectual property rights in any methodologies, know‑how, processes, techniques, tools, templates, systems, or generalized skills developed, used, or refined in the course of providing the Services, even where such materials are created in connection with a specific Client engagement. Nothing in these Legal Terms shall restrict TRACTIONCORE from using such generalized knowledge, experience, or non‑Client‑specific materials in its business or in providing services to other clients, provided that no Client‑confidential information is disclosed.

PROHIBITED USE

You agree to access and use the Services solely for lawful purposes and in a manner consistent with these Legal Terms and all applicable laws and regulations.

• You shall not use, nor attempt to use, the Services in any way that is unlawful, fraudulent, deceptive, abusive, harmful, or that interferes with the proper operation, security, or integrity of the Services or TRACTIONCORE’s business.

• Without limiting the generality of the foregoing, you agree that you shall not systematically retrieve data or other content from the Services for the purpose of creating or compiling, directly or indirectly, a database, directory, or similar collection, whether for commercial or non‑commercial purposes, without the prior written permission of TRACTIONCORE.

• You further agree not to circumvent, disable, damage, or otherwise interfere with any security‑related features of the Services, including features that prevent or restrict unauthorized access, copying, modification, or use of the Services or the Content. Any attempt to probe, scan, scrape, reverse engineer, bypass safeguards, or gain unauthorized access to systems, networks, accounts, or data associated with the Services is strictly prohibited.

• You shall not use the Services to infringe, misappropriate, or otherwise violate the intellectual property rights, proprietary rights, confidentiality obligations, or privacy rights of TRACTIONCORE or any third party. You shall not submit false, misleading, or inaccurate information, impersonate any person or entity, or misrepresent your identity, authority, or affiliation when interacting with the Services or with TRACTIONCORE.

• You further agree not to use the Services or the Site to contact, solicit, induce, or engage any talent, contractor, specialist, or resource introduced through TRACTIONCORE for the purpose of bypassing, undermining, or interfering with TRACTIONCORE’s partnership models, service structures, or contractual relationships. Such conduct is expressly prohibited and is further governed by the Non‑Circumvention provisions set forth in these Legal Terms.

• You shall not use the Services in any manner that disparages, tarnishes, damages, or otherwise harms, in TRACTIONCORE’s reasonable judgment, the Company, the Services, its reputation, its personnel, its specialists, or its business interests.

TRACTIONCORE reserves the right to investigate any suspected violation of this section and to take any action it deems appropriate, including suspension or termination of access, removal of content, cooperation with law enforcement authorities, or pursuit of civil remedies, without prior notice and without liability to TRACTIONCORE, to the fullest extent permitted by law.

NON-CIRCUMVENTION AND RELATIONSHIP WITH TRACTIONCORE SPECIALISTS

You acknowledge and agree that all specialists, contractors, agents, personnel, and resources sourced, introduced, assigned, or managed by TRACTIONCORE in connection with the Services (collectively, the “Specialists”) are engaged exclusively through, and are contractually bound by, binding agreements with TRACTIONCORE. No Specialist is, or shall be deemed to be, an employee, agent, contractor, or representative of the Client.

You further acknowledge that TRACTIONCORE’s relationships with its Specialists, including the contractual arrangements, service frameworks, pricing structures, and management systems governing such relationships, constitute proprietary business interests and confidential commercial assets of TRACTIONCORE.

Accordingly, you expressly agree that you shall not, directly or indirectly, whether during the term of your engagement with TRACTIONCORE or at any time thereafter, use the Services, the Site, or any information obtained through TRACTIONCORE to identify, contact, solicit, induce, engage, hire, contract with, or otherwise enter into any relationship with any Specialist, except strictly through TRACTIONCORE and in accordance with TRACTIONCORE’s expressly authorized processes.

This prohibition applies regardless of the form or characterization of the relationship, including employment, consultancy, independent contracting, partnership, advisory, or any other arrangement, and regardless of whether such circumvention is attempted directly, indirectly, through an affiliated entity, through a third party, or by any other means.

Any agreement, understanding, or arrangement entered into between the Client (or any related party) and a Specialist that circumvents, bypasses, or undermines TRACTIONCORE’s contractual relationship with such Specialist, without TRACTIONCORE’s prior written consent, shall be deemed void as against TRACTIONCORE and shall constitute a material breach of these Legal Terms.

TRACTIONCORE expressly reserves the right to pursue all available legal and equitable remedies against any party involved in such circumvention, including the Client, the Specialist, and any third party acting in concert, without limitation. Such remedies may include immediate injunctive relief, termination of Services, recovery of damages, disgorgement of benefits, and recovery of legal fees and costs, to the fullest extent permitted by law.

You acknowledge and agree that any breach of this section would cause irreparable harm to TRACTIONCORE for which monetary damages alone may be inadequate, and you agree that TRACTIONCORE shall be entitled to seek injunctive or equitable relief without the necessity of posting bond or proving actual damages.

FEES AND PAYMENTS

You agree to pay all fees, charges, and amounts associated with the Services as disclosed, quoted, or otherwise communicated by TRACTIONCORE at the time of purchase, subscription, proposal acceptance, or engagement. Fees may be structured as prepaid packages, recurring subscriptions, monthly charges, milestone‑based fees, project‑based fees, or other pricing models, depending on the applicable Service.

Unless expressly stated otherwise in writing, all fees are quoted and payable in the currency specified by TRACTIONCORE and are exclusive of any applicable taxes, duties, levies, or government charges, including value‑added tax, sales tax, withholding tax, or similar assessments. You are solely responsible for the payment of all such taxes or charges imposed in connection with your use of the Services.

Payment obligations are due and payable in accordance with the payment terms communicated by TRACTIONCORE, including applicable billing cycles, invoicing schedules, and accepted payment methods. You acknowledge that TRACTIONCORE may rely on third‑party payment processors or financial institutions to facilitate payments, and that such processing may be subject to additional terms imposed by those third parties.

TRACTIONCORE reserves the right to suspend, delay, or withhold delivery of the Services, in whole or in part, in the event of late, incomplete, or failed payment, without liability to you, until all outstanding amounts are paid in full. Any failure to make timely payment shall constitute a material breach of these Legal Terms.

TRACTIONCORE further reserves the right to modify its pricing, fees, or billing structures for future Services or billing periods, subject to any written agreements expressly providing otherwise. Continued use of the Services following any such modification constitutes your acceptance of the revised fees or payment terms.

REFUND POLICY

Except where expressly stated otherwise in a separate written agreement signed by an authorized representative of TRACTIONCORE, all fees paid for the Services are final and non‑refundable.

You acknowledge and agree that the Services often require advance allocation of resources, personnel, specialist availability, infrastructure, and operational capacity. As such, no refunds, credits, chargebacks, or offsets shall be provided for any reason, including but not limited to dissatisfaction with the Services, partial use of Services, unused prepaid hours or balances, early termination, changes in business circumstances, or failure to achieve anticipated outcomes, except as expressly provided in writing.

This no‑refund policy applies, without limitation, to:

• prepaid service packages or hour bundles.
• subscription or recurring service fees.
• setup, onboarding, consultation, or discovery fees.
• milestone‑based or project‑based payments.
• partially used or unused portions of Services.

Any outcome‑based commitments, guarantees, service credits, replacements, or remedial measures offered by TRACTIONCORE, if any, shall be governed exclusively by the specific written terms applicable to the relevant Service and shall not be construed as a right to monetary refunds unless expressly stated.

You further acknowledge that initiating a chargeback, payment reversal, or payment dispute in violation of this Refund Policy constitutes a material breach of these Legal Terms. TRACTIONCORE reserves the right to suspend or terminate Services, recover outstanding amounts, and pursue all available legal remedies in response to any unauthorized chargeback or refund attempt.

CONSENT TO COMMUNICATIONS

By accessing, registering for, or using the Services, submitting inquiries, entering into discussions, or otherwise engaging with TRACTIONCORE, you expressly and affirmatively consent to receive communications from TRACTIONCORE for purposes related to the provision, administration, operation, support, and improvement of the Services.

Such communications may be made through any contact details you provide, and may occur via email, telephone calls, mobile phone calls, short message service (SMS), messaging applications, virtual meeting platforms, written correspondence, or other electronic or physical communication methods, whether automated or manual. Where permitted by applicable law, you acknowledge and consent that such communications may be recorded for quality assurance, training, compliance, documentation, or evidentiary purposes.

You acknowledge that communications may include, without limitation, service‑related notices, onboarding communications, account‑related messages, contractual discussions, billing and payment communications, compliance notices, responses to inquiries, operational updates, and information reasonably related to the Services. Where permitted by law, communications may also include informational or marketing communications relating to TRACTIONCORE’s offerings.

You understand and agree that certain communications are necessary for the proper delivery and administration of the Services, and that refusal to receive, or withdrawal of consent to receive, such essential communications may limit, delay, or prevent TRACTIONCORE’s ability to provide the Services and may result in suspension or termination of your access to the Services, without liability to TRACTIONCORE.

Where required by applicable law, you may withdraw consent to receive non‑essential or marketing communications by following the opt‑out instructions provided or by contacting TRACTIONCORE directly. Any withdrawal of consent shall not affect the lawfulness of communications made prior to such withdrawal, nor shall it relieve you of obligations arising under these Legal Terms.

DATA PROCESSING

Your use of the Services involves the processing of personal data and business information. By accessing or using the Services, you acknowledge and agree that TRACTIONCORE may process such data for legitimate business purposes related to providing, administering, operating, and improving the Services, in accordance with applicable data protection laws.

Such processing may include account administration, service delivery and coordination, communications, billing and payments, legal and regulatory compliance, internal analytics, recordkeeping, and operational management, and shall be limited to what is reasonably necessary for such purposes.

You represent and warrant that you have all necessary rights, consents, and authority to provide any data submitted to TRACTIONCORE, including data relating to your representatives, employees, contractors, candidates, customers, or other third parties, and that such provision does not violate any applicable law or third‑party rights.

TRACTIONCORE may retain data you transmit for purposes of service administration and performance monitoring. While TRACTIONCORE applies commercially reasonable safeguards, you remain solely responsible for maintaining independent backups of your data. To the fullest extent permitted by law, TRACTIONCORE shall not be liable for any loss, corruption, or unauthorized access to such data, except where liability cannot be lawfully excluded.

Data may be processed by TRACTIONCORE and its authorized service providers, including in jurisdictions outside your country of residence, such as the Philippines, subject to reasonable safeguards. Data shall be retained only for as long as reasonably necessary to fulfill the purposes above or comply with legal obligations.

RELATIONSHIP TO PRIVACY NOTICE

Your use of the Services is also governed by TRACTIONCORE’s Privacy Notice, which describes in further detail how personal data and business information are collected, used, processed, stored, disclosed, and protected. The Privacy Notice is incorporated by reference into these Legal Terms and forms an integral part of the agreement between you and TRACTIONCORE.

You acknowledge that the Privacy Notice may be updated from time to time to reflect changes in legal requirements, data‑processing practices, or business operations. Any such updates shall become effective in accordance with the terms set forth in the Privacy Notice, and continued use of the Services following such updates constitutes acknowledgment of, and agreement to, the revised Privacy Notice.

In the event of any inconsistency or conflict between these Legal Terms and the Privacy Notice, the provisions governing data protection and privacy that afford greater protection to personal data shall prevail, unless otherwise required by applicable law. Nothing in this section shall be construed as limiting TRACTIONCORE’s rights or obligations under applicable data protection laws, nor as expanding the scope of data processing beyond what is described in these Legal Terms and the Privacy Notice.

THIRD-PARTY SERVICES, WEBSITES, AND CONTENT

The Services may incorporate, integrate with, reference, rely upon, or provide access to third‑party platforms, tools, software, services, websites, content, or resources that are not owned, controlled, or operated by TRACTIONCORE, including links to external websites (“Third‑Party Services” and “Third‑Party Websites”).

You acknowledge and agree that TRACTIONCORE does not investigate, monitor, control, or endorse any Third‑Party Services or Third‑Party Websites, and makes no representations or warranties regarding their accuracy, availability, security, functionality, legality, or content. Access to or use of any Third‑Party Services or Third‑Party Websites is undertaken at your own risk and may be subject to separate terms, conditions, and privacy policies imposed by the applicable third party.

TRACTIONCORE shall not be responsible or liable for any loss, damage, interruption, error, delay, data loss, security breach, or other harm arising out of or related to your access to, use of, reliance upon, or inability to access any Third‑Party Services or Third‑Party Websites, including any changes, outages, suspensions, inaccuracies, or discontinuation thereof.

Nothing in these Legal Terms shall be construed as creating any partnership, agency, joint venture, or other relationship between TRACTIONCORE and any third‑party provider. TRACTIONCORE reserves the right, at its sole discretion and without liability, to modify, replace, remove, or discontinue access to any Third‑Party Services or links in connection with the Services at any time.

DMCA NOTICE AND TAKEDOWN POLICY

TRACTIONCORE respects the intellectual property rights of others and expects users of the Services to do the same. It is our policy to respond appropriately to valid notices of alleged copyright infringement and to take reasonable steps to remove or disable access to material that is claimed to be infringing, in accordance with applicable law.

If you believe that any content made available through the Services infringes your copyright or other intellectual property rights, you may submit a written notice of infringement to TRACTIONCORE. Such notice should include sufficient information to allow us to identify the allegedly infringing material and the copyrighted work claimed to have been infringed, together with contact information sufficient to allow us to communicate with you regarding the notice.

Upon receipt of a properly submitted notice, TRACTIONCORE may, at its discretion, remove or disable access to the allegedly infringing content and may take additional action as deemed appropriate, including notifying the user who provided the content or restricting access to the Services. TRACTIONCORE reserves the right to act without prior notice where required or permitted by law.

TRACTIONCORE also reserves the right to terminate or restrict access to the Services for users who are determined, in TRACTIONCORE’s reasonable judgment, to be repeat infringers or who repeatedly submit content that infringes the intellectual property rights of others.

Nothing in this section shall be construed as obligating TRACTIONCORE to monitor the Services for infringement, to conduct proactive investigations, or to take action beyond what is required under applicable law. TRACTIONCORE’s failure to act in any particular instance shall not constitute a waiver of its right to act in future cases.

INDEPENDENT CONTRACTOR AND NON-EMPLOYMENT

TRACTIONCORE provides the Services as an independent contractor. Nothing in these Legal Terms, the Services, or any related communications shall be construed as creating any partnership, joint venture, agency, fiduciary, or employment relationship between TRACTIONCORE and the Client.

You expressly acknowledge and agree that neither TRACTIONCORE nor any specialist, contractor, personnel, or resource sourced, assigned, or managed by TRACTIONCORE is an employee, agent, or representative of the Client. The Client shall have no authority to supervise, control, direct, discipline, or otherwise manage the manner or means by which TRACTIONCORE or its specialists perform their services, except as expressly agreed in writing with TRACTIONCORE.

TRACTIONCORE retains sole responsibility for the recruitment, engagement, compensation, supervision, management, performance evaluation, and contractual obligations of its specialists. The Client shall not be responsible for, and shall not be deemed to assume, any obligations relating to wages, benefits, taxes, insurance, statutory contributions, employment claims, labor disputes, or other obligations arising under employment or labor laws with respect to any TRACTIONCORE specialist.

Nothing in these Legal Terms shall be interpreted as granting the Client any rights typically associated with an employer‑employee relationship, including but not limited to rights relating to hiring, termination, compensation adjustments, or employment classification. Any direction, feedback, or collaboration provided by the Client shall be limited to defining service requirements and deliverables and shall not be deemed to create an employment or agency relationship.

WARRANTIES DISCLAIMER

Except as expressly stated in a separate written agreement signed by an authorized representative of TRACTIONCORE, the Services are provided on an “as‑is” and “as‑available” basis. To the fullest extent permitted by applicable law, TRACTIONCORE disclaims all warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non‑infringement, accuracy, reliability, availability, or uninterrupted or error‑free operation.

You acknowledge that your use of the Services is at your own discretion and risk, and that TRACTIONCORE does not warrant that the Services will meet your requirements or expectations, or that the Services will be secure, timely, uninterrupted, or free from errors, defects, or harmful components. Nothing in this section shall be construed to disclaim any warranty or commitment that cannot be lawfully excluded, or any express outcome‑based commitment expressly agreed by TRACTIONCORE in writing and governed by its specific terms, which shall be interpreted narrowly and shall not be expanded by implication.

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall TRACTIONCORE, its directors, officers, employees, contractors, affiliates, or agents be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation damages for loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings, arising out of or relating to the Services or these Legal Terms, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if TRACTIONCORE has been advised of the possibility of such damages.

Without limiting the foregoing, TRACTIONCORE shall not be liable for any damages arising from or related to delays, interruptions, errors, omissions, inaccuracies, loss of data, security breaches, third‑party services or platforms, or the failure to achieve any particular outcome or result, except as expressly provided in a written agreement signed by an authorized representative of TRACTIONCORE.

To the fullest extent permitted by applicable law, TRACTIONCORE’s total aggregate liability arising out of or relating to the Services or these Legal Terms shall not exceed the total fees actually paid by you to TRACTIONCORE during the one (1) month period immediately preceding the event giving rise to the claim.

The limitations set forth in this section shall apply regardless of the form of action and shall survive the termination or expiration of these Legal Terms.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless TRACTIONCORE, its affiliates, and each of their respective directors, officers, employees, contractors, agents, and representatives from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your access to or use of the Services.
• Your violation of these Legal Terms or any applicable law or regulation.
• Any User‑Generated Content, data, or information submitted, transmitted, or made available by you through the Services.
• Your breach of representations, warranties, or obligations under these Legal Terms.
• Your misuse of the Services, including prohibited activities or non‑circumvention conduct; or
• Any allegation that information, materials, instructions, or data provided by you infringe, misappropriate, or violate the intellectual property rights, confidentiality obligations, or other rights of any third party.

TRACTIONCORE reserves the right, at its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with TRACTIONCORE in asserting any available defenses. You may not settle any such matter without TRACTIONCORE’s prior written consent if the settlement imposes any obligation, admission, or liability on TRACTIONCORE.

This indemnification obligation shall survive the termination or expiration of these Legal Terms and shall apply regardless of the form of action, whether based in contract, tort, statute, or otherwise, to the fullest extent permitted by law.

TERM AND TERMINATION

These Legal Terms shall remain in full force and effect for as long as you access or use the Services, unless earlier terminated in accordance with this section.

1. TRACTIONCORE reserves the right, in its sole discretion and without prior notice or liability, to deny, suspend, restrict, or terminate your access to the Services, in whole or in part, at any time and for any reason. Such action may include, without limitation, disabling accounts, restricting functionality, or blocking access from specific internet protocol (IP) addresses.

1. TRACTIONCORE may exercise these rights where it determines that you have violated these Legal Terms, failed to make required payments, engaged in unlawful or prohibited conduct, posed a security, legal, or operational risk, or where continued provision of the Services is no longer commercially or operationally feasible.

1. TRACTIONCORE may also take such action as required to comply with applicable law, regulation, or governmental order.

You may discontinue use of the Services at any time; however, discontinuation shall not relieve you of any obligations incurred prior to termination, including payment obligations, nor shall it entitle you to any refund, credit, or reimbursement, except as expressly agreed in writing. Upon termination, your right to access and use the Services shall immediately cease. TRACTIONCORE shall have no obligation to retain, maintain, or provide access to any data or content associated with your use of the Services, except as required by applicable law.

Termination shall not affect any rights, remedies, or obligations that have accrued prior to termination, nor any provisions which by their nature are intended to survive termination.

FORCE MAJEURE

TRACTIONCORE shall not be liable for any failure or delay in the performance of its obligations under these Legal Terms to the extent such failure or delay is caused by events beyond its reasonable control (“Force Majeure Event”). Force Majeure Events include, without limitation, acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor disputes or strikes, governmental orders or actions, changes in law or regulation, power failures, internet or telecommunications outages, platform or infrastructure failures, or the failure or delay of third‑party service providers upon whom the Services rely.

During the continuance of a Force Majeure Event, TRACTIONCORE’s obligations under these Legal Terms shall be suspended to the extent affected by the Force Majeure Event, and TRACTIONCORE shall be entitled to a reasonable extension of time for performance. TRACTIONCORE shall use commercially reasonable efforts to resume performance as soon as practicable following the cessation of the Force Majeure Event.

Nothing in this section shall excuse the Client’s obligation to pay any fees due and payable for Services already rendered or committed prior to the occurrence of a Force Majeure Event, unless otherwise expressly agreed in writing.

GOVERNING LAW

These Legal Terms, the Services, and any dispute, claim, or controversy arising out of or relating to them shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), if otherwise applicable, is expressly excluded.

DISPUTE RESOLUTION

The parties agree that any dispute arising out of or relating to these Legal Terms or the Services shall be addressed through an orderly, confidential, and good‑faith resolution process, with formal legal proceedings used only where necessary and in accordance with the provisions set forth below.

• Good‑Faith and Private Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Legal Terms, the Services, or the relationship between you and TRACTIONCORE, including any question regarding their existence, validity, interpretation, performance, breach, or termination (a “Dispute”), the parties agree to first seek resolution of the Dispute through good‑faith, private discussions between the Client and TRACTIONCORE.

You agree that any Dispute shall be raised through the appropriate and designated communication channels of TRACTIONCORE and handled in a professional, confidential, and constructive manner, allowing both parties a reasonable opportunity to review the matter, exchange relevant information, and attempt an amicable resolution before initiating any formal legal proceeding.

• Confidential and Non‑Public Process

You acknowledge and agree that all Disputes shall be handled confidentially and shall not be publicized, disclosed, or litigated in a public forum except where disclosure is required by law, regulation, or court order.

Except as legally required, neither party shall make public statements, social media posts, press communications, or other public disclosures regarding any Dispute while resolution efforts are ongoing, or in a manner intended to influence, pressure, or prejudice the resolution process.

• Binding Arbitration

If a Dispute cannot be resolved through good‑faith discussions within a reasonable period of time, such Dispute shall be resolved primarily through binding arbitration.

Any arbitration shall be conducted in accordance with the applicable alternative dispute resolution laws and rules of the Republic of the Philippines. The seat, or legal place, of arbitration shall be Metro Manila, Philippines, and the arbitration proceedings shall be conducted in the English language. The decision or award rendered by the arbitrator shall be final, binding, and enforceable upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction.

• Court Jurisdiction and Equitable Relief

Notwithstanding the foregoing, TRACTIONCORE shall be entitled to seek interim, injunctive, or equitable relief from the proper courts where such relief is necessary to prevent irreparable harm, protect proprietary or confidential rights, enforce non‑circumvention obligations, or preserve the status quo pending resolution of a Dispute.

To the extent that a Dispute is not subject to arbitration, or where court proceedings are otherwise required or permitted under applicable law, the parties irrevocably agree that such Dispute shall be commenced and prosecuted exclusively in the proper courts of Quezon City, Philippines. Each party knowingly and voluntarily submits to the jurisdiction of such courts and waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.

• Process Integrity

Nothing in this section shall be construed to limit the authority of TRACTIONCORE to enforce its rights in a lawful and proportionate manner, nor to excuse either party from complying with applicable legal processes. The parties acknowledge that adherence to the dispute resolution process set forth herein is an essential condition of their relationship under these Legal Terms.

MODIFICATIONS TO THESE TERMS

TRACTIONCORE reserves the right, in its sole discretion, to amend, update, revise, or replace these Legal Terms at any time to reflect changes in the Services, business practices, legal or regulatory requirements, or operational needs. Any modification to these Legal Terms shall become effective upon being posted on the Site or otherwise made available to you through the Services or official communications, unless a different effective date is expressly stated. You are responsible for reviewing these Legal Terms periodically to remain informed of any updates or changes.

Your continued access to or use of the Services after the effective date of any modification constitutes your acknowledgment of, and agreement to be bound by, the revised Legal Terms. If you do not agree to any modification, your sole remedy is to discontinue use of the Services. Nothing in this section shall be construed to retroactively alter any rights, obligations, or liabilities that have accrued prior to the effective date of a modification, unless otherwise expressly agreed in writing by the parties.

SURVIVAL

The termination or expiration of these Legal Terms, for any reason, shall not affect any provisions which by their nature are intended to survive such termination or expiration. Without limitation, the following provisions shall survive termination or expiration of these Legal Terms: provisions relating to intellectual property rights, non‑circumvention and specialist relationships, fees and payments, refund policy, data processing and user data responsibilities, warranties disclaimers, limitation of liability, indemnification, dispute resolution, governing law, confidentiality obligations (if any), and any other provisions that by their nature are intended to survive. Termination or expiration shall not relieve either party of any rights, obligations, or liabilities that accrued prior to such termination or expiration.

SEVERABILITY

If any provision of these Legal Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, severed from these Legal Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of these Legal Terms, which shall remain in full force and effect.

ENTIRE AGREEMENT, NO WAIVER, AND ASSIGNMENT

These Legal Terms constitute the entire agreement between you and TRACTIONCORE with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, negotiations, or communications, whether written or oral, relating to such subject matter, except where expressly superseded by a separate written agreement signed by an authorized representative of TRACTIONCORE.

No failure or delay by TRACTIONCORE in exercising any right, power, or remedy under these Legal Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof. Any waiver of any provision of these Legal Terms shall be effective only if made in writing and signed by an authorized representative of TRACTIONCORE.

TRACTIONCORE may assign, transfer, or delegate its rights and obligations under these Legal Terms, in whole or in part, without restriction and without prior notice to you. You may not assign or transfer your rights or obligations under these Legal Terms, whether by operation of law or otherwise, without the prior written consent of TRACTIONCORE. Any attempted assignment in violation of this section shall be null and void.

CONTACT US

Legal and Compliance Department

compliance@tractioncore.com

Vertis North, Vita St., cor. Sola Drive

Quezon City, National Capital Region

Philippines, 1105

https://www.tractioncore.com