Commercial Trade Credit Agreement for Software, Digital Goods, and BI Services

1. Parties, acceptance, and order of documents

This Agreement is between Serenity Software Solutions, doing business as S3 Business Intelligence (“S3,” “we,” “us,” or “our”) and the business entity or sole proprietor that creates an account or otherwise uses the Services (“Customer,” “you,” or “your”). If you accept on behalf of a company, you represent that you have authority to bind that company.

By creating an account, clicking to accept, executing an order form, confirming the Trade Credit Agreement in the dashboard, or accessing the Services, you agree to this Agreement. If you do not agree, do not use the Services.

• Order forms, plan selections, and Stripe checkout/invoices describe fees, Net terms, facility limits, and seats for a subscription period.
• The dashboard MSA acceptance records your organization’s confirmation of this commercial Trade Credit Agreement.
• If a signed order form expressly conflicts with these online Terms for a defined topic, the signed order form controls for that topic only.

2. Key definitions

• “Platform Services” means hosted business-intelligence software, APIs, document vault features, firmographic tooling (when configured), webhooks, contract templates, team seats, syndication views, account-manager tooling, and related digital goods we make available under your plan.
• “Trade Credit Facility” means commercial Net 30 / Net 60 / Net 90 invoicing for Platform Services and data deliverables—not a consumer credit product, loan, or bank account.
• “Facility limit” means the maximum invoicing capacity described for your plan for platform setup, subscription, and related data services—not a revolving consumer credit line.
• “Customer Data” means data you or your users submit to the Platform (including firmographic queries, documents, team invites, webhook configs, and content you store).
• “Payment Performance Data” means records about whether and when your organization paid platform invoices issued under the Trade Credit Facility.

3. Business use only; eligibility

The Services are offered solely for legitimate commercial / business purposes. You may not use the Platform as a consumer credit-repair service, consumer “tradeline” product, or consumer reporting agency substitute. You must be at least 18 years of age and able to form a binding contract under applicable law.

You represent that information you provide (legal entity name, billing contacts, tax identifiers where requested, and firmographic inputs) is accurate and kept current. We may suspend or refuse service if we reasonably believe you are misrepresenting your business purpose or violating this Agreement.

4. Accounts, seats, and security

You are responsible for all activity under your organization’s accounts and API keys. Protect credentials, enable appropriate internal controls, and promptly revoke access for departing users. Notify us at contact@s3-bi.tech if you suspect unauthorized access.

• Seat limits and roles (owner, admin, member, billing) follow your entitled plan.
• Password reset links expire and are single-use; we may invalidate sessions after a successful reset.
• You must not share login credentials in a way that circumvents seat limits or role restrictions.

5. Platform services and plan entitlements

Subject to timely payment and this Agreement, S3 grants you a limited, non-exclusive, non-transferable right to access the Platform modules included in your active, entitled subscription (for example Starter, Professional, or Enterprise). Modules may include firmographics, document vault, trade-reporting export tools, webhooks, contracts, team seats, API keys, syndication, and account-manager features as described on the site and in your plan.

Some capabilities depend on third-party credentials or optional integrations (for example a firmographic enrichment provider, object storage, or commercial repository delivery). Until those are configured, related features may show as “not connected” and will not return sample or fabricated data.

Fees pay for software, APIs, hosting, and data infrastructure deliverables. They do not purchase consumer tradelines, guaranteed bureau outcomes, lending, or credit repair.

6. Trade Credit Facility, Net terms, and invoices

Setup fees, subscription fees, and related platform charges may be invoiced on Net 30, Net 60, or Net 90 terms as a Trade Credit Facility for Platform Services & Data Invoicing. Facility limits describe invoicing capacity for those commercial deliverables. Payment processors (including Stripe) and customer portals may be used to present invoices, collect payment methods, and manage billing.

• Amounts, currency, tax treatment, and due dates appear on the applicable invoice or order form.
• Late or failed payment may result in suspension of non-billing modules, acceleration of amounts owed where permitted, collection activity, and reporting of Payment Performance Data as described below.
• You remain responsible for taxes assessable on your purchases, excluding taxes based on S3’s net income.

7. Commercial furnishing and no outcome guarantee

S3 Business Intelligence is a commercial software and data platform. Net 30/60/90 terms are a Trade Credit Facility for Platform Services & Data Invoicing. Payment performance on those invoices may be furnished to commercial credit repositories under standard data-furnisher practices. S3 is not a consumer reporting agency, credit repair organization, lender, or bank. Outcomes at any repository are not guaranteed.

No bureau, consortium, syndicate, or agency is required to create or update a file, change a score, or approve funding.

Where you use trade-reporting export tools, you are responsible for the accuracy of data you choose to export, for having a lawful basis to furnish commercial trade data, and for agreements with any repository or partner that receives files you generate or authorize us to transmit on your behalf.

8. Acceptable use

You will not, and will not allow others to:

• Violate law, including privacy, export, sanctions, anti-spam, or unfair/deceptive practices rules.
• Probe, scan, or overload the Platform; bypass rate limits, authentication, or entitlement checks; or reverse engineer except to the limited extent such restriction is prohibited by law.
• Upload malware, unlawful content, or data you are not authorized to process.
• Misrepresent S3 as a consumer reporting agency, credit repair organization, bank, or lender.
• Resell or white-label the Services except under a separate written agreement with S3.

9. Intellectual property; Customer Data; feedback

S3 and its licensors own the Platform, documentation, trademarks, and underlying software. No rights are granted except as expressly stated. You retain ownership of Customer Data. You grant S3 a worldwide license to host, process, transmit, and display Customer Data solely to provide, secure, and improve the Services and to comply with law.

If you provide feedback or suggestions, you grant S3 a perpetual, irrevocable, royalty-free license to use them without restriction or attribution.

10. Confidentiality

Each party may receive non-public information from the other that is marked confidential or should reasonably be understood as confidential (“Confidential Information”). The receiving party will use it only for performing under this Agreement and will protect it with reasonable care. Exceptions include information that is or becomes public through no fault of the receiver, independently developed, or rightfully received from a third party without duty of confidentiality. Disclosure may be made if required by law, with prior notice where legally permitted.

11. Third-party services

The Platform may interoperate with processors and vendors such as payment providers, email delivery, hosting, object storage, and optional enrichment or repository partners. Those services are subject to their own terms. S3 is not responsible for third-party outages, policy changes, or data handling outside our instructions to them as processors, except as required by law.

12. Disclaimers

EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER FORM, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, S3 DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY CREDIT, FUNDING, SCORE, OR REPOSITORY OUTCOME WILL OCCUR.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. S3’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO S3 FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF THEORY OF LIABILITY AND SURVIVE FAILURE OF ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT PROHIBITED BY LAW FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER NON-WAIVABLE CLAIMS.

14. Indemnification

You will defend, indemnify, and hold harmless S3 and its officers, directors, employees, and agents from and against claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) Customer Data or your use of export/furnishing features; (b) your breach of this Agreement or law; or (c) disputes between you and your customers, vendors, or repositories, except to the extent caused by S3’s willful misconduct.

15. Term, suspension, and termination

This Agreement continues while you maintain an account or outstanding obligations. We may suspend access for non-payment, security risk, suspected fraud, or material breach. Either party may terminate for material breach if not cured within thirty (30) days after written notice (or immediately for unpaid invoices past applicable Net terms where suspension notices were given). Upon termination, your license ends; sections that by nature should survive (including fees owed, IP, confidentiality, disclaimers, liability limits, indemnity, and governing law) survive.

You may export Customer Data you are entitled to retrieve while your account remains active and in good standing, subject to technical limits. After closure, we may delete or anonymize data per our retention practices and Privacy Policy, unless law requires longer retention.

16. Governing law, venue, and disputes

This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-law rules that would require another jurisdiction’s law. Exclusive venue for litigation lies in the state and federal courts located in the State of Tennessee, and each party consents to personal jurisdiction there.

Before filing a formal action (other than for injunctive relief to protect IP or confidentiality, or to collect undisputed unpaid invoices), the parties will attempt in good faith to resolve the dispute by written notice to contact@s3-bi.tech and a conference within thirty (30) days.

THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY TENNESSEE AND FEDERAL LAW. Claims must be brought in an individual capacity; class or representative actions are waived to the fullest extent permitted by law.

17. Miscellaneous

• Notices to S3: contact@s3-bi.tech (with a copy to contact@s3-bi.tech). Notices to you: email on your account or organization billing contact.
• Assignment: you may not assign this Agreement without our prior written consent; we may assign to an affiliate or successor in connection with a merger, acquisition, or sale of assets.
• Entire agreement: this Agreement (plus applicable order forms and the Privacy Policy for data practices) is the entire agreement on the subject and supersedes conflicting prior online terms, except for separately signed MSAs that expressly survive.
• Severability and waiver: unenforceable provisions are modified to the minimum extent necessary; failure to enforce is not a waiver.
• Force majeure: neither party is liable for delays caused by events beyond reasonable control, excluding payment obligations.
• Export and sanctions: you will not use the Services in violation of U.S. export or sanctions laws.
• Government use: if you are a U.S. government end user, the Services are commercial computer software/documentation provided with only those rights customarily provided to the public.

18. Contact

Serenity Software Solutions, doing business as S3 Business Intelligence · Principal place of business: the State of Tennessee, United States. Email: contact@s3-bi.tech. Phone: (662) 912-6830. Website: https://s3-bi.tech.