SQQUID Terms of Service

Effective date: August 20, 2026

BUSINESS USE ONLY. THE SERVICES ARE OFFERED SOLELY FOR BUSINESS AND PROFESSIONAL PURPOSES, NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD USE. BY ACCEPTING THESE TERMS, YOU REPRESENT THAT YOU ARE ACTING FOR A BUSINESS AND HAVE AUTHORITY TO BIND THAT BUSINESS.

IMPORTANT DISPUTE NOTICE. SECTION 14 REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, WAIVES JURY TRIALS AND CLASS OR REPRESENTATIVE ACTIONS, AND REQUIRES CLAIMS TO BE BROUGHT WITHIN A LIMITED PERIOD. PLEASE READ SECTION 14 CAREFULLY.

These Terms of Service (the “Terms”) govern access to and use of the websites, applications, software, integrations, APIs, implementation services, support, and other products and services provided by SQQUID, Inc. (“SQQUID,” “we,” “us,” or “our”) (collectively, the “Services”). “Customer,” “you,” and “your” mean the business or other legal entity accepting these Terms and each person acting on its behalf. Capitalized terms are defined in these Terms or in Section 17.

1. Agreement, Scope, and Contract Documents

1.1 Business Capacity and Authority

You may use the Services only in a business or professional capacity. You represent and warrant that: (a) you are at least eighteen (18) years old; (b) you have authority to enter into these Terms for yourself and, if applicable, your organization; and (c) your organization is legally bound by your acceptance and use of the Services. If you lack that authority, you must not accept these Terms or use the Services.

1.2 Contract Documents and Order of Precedence

The agreement between Customer and SQQUID consists of these Terms and any applicable online checkout, order form, quote, statement of work, service schedule, data processing addendum, service-level addendum, or other document that SQQUID expressly identifies as part of the agreement (each, an “Order Form,” and collectively, the “Agreement”). An Order Form changes these Terms only if it is executed or electronically accepted by authorized representatives of both parties and expressly identifies the provision being changed. In a conflict: (a) a signed Order Form controls solely for the Services and subject matter covered by that Order Form; (b) an executed Data Processing Addendum controls solely for processing of Personal Data; (c) a signed Service-Level Addendum controls solely for service levels and credits; and (d) these Terms control in all other respects. Purchase orders and Customer-generated terms are for administrative convenience only and do not modify the Agreement, even if accepted or paid by SQQUID.

1.3 Electronic Acceptance and Account Records

You accept the Agreement by clicking an acceptance button or checkbox, creating or using an account after being presented with these Terms, executing an Order Form that incorporates these Terms, or otherwise manifesting assent through a process designated by SQQUID. Electronic records and signatures have the same effect as paper records and handwritten signatures. SQQUID’s records of acceptance, account ownership, usage, notices, and transactions are admissible evidence and will control absent manifest error.

1.4 Changes to the Agreement

SQQUID may modify these Terms from time to time. For material changes, we will provide reasonable notice by email, in-product notice, account notice, or another reasonable method. Changes may take effect immediately when reasonably necessary to comply with law, address security or abuse, protect the Services, or respond to a Third-Party Service change. Otherwise, material changes will apply: (a) to month-to-month Services, no earlier than thirty (30) days after notice; and (b) to a committed subscription term, upon renewal, unless the change does not materially reduce Customer’s contracted rights or is required for law, security, or Third-Party Services. Continued use after the effective date, renewal, or an affirmative re-acceptance constitutes acceptance. Changes do not apply retroactively to a dispute that arose before the change’s effective date. If Customer does not agree, Customer’s sole remedy is to stop using the affected Services and cancel or elect not to renew as permitted by Section 9.

1.5 No Reliance on Sales Statements, Roadmaps, or Projections

Customer’s purchase is not contingent on delivery of future functionality, any roadmap, or any oral or written statement not expressly included in an Order Form. Demonstrations, proposals, estimates, performance examples, savings calculations, forecasts, ROI projections, case studies, and statements regarding future features are illustrative only and are not warranties, guarantees, or commitments. No salesperson, partner, contractor, or other representative may modify the Agreement except through an Order Form satisfying Section 1.2.

2. Access to the Services

2.1 Limited Right to Use

Subject to the Agreement and timely payment of Fees, SQQUID grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Services and Documentation solely for Customer’s internal business operations. No rights are granted except as expressly stated.

2.2 Accounts and Authorized Users

Customer is responsible for selecting its account administrator, maintaining accurate account information, controlling Authorized Users, and protecting credentials, API keys, tokens, and connected-account permissions. Customer is responsible for all activity occurring through its accounts and for acts and omissions of Authorized Users as if they were Customer’s own. Customer must promptly disable access for persons who are no longer authorized and notify SQQUID of suspected unauthorized access. SQQUID is not responsible for losses caused by Customer’s failure to secure or administer its accounts.

2.3 Customer Systems and Access

Customer will provide the systems, internet access, equipment, credentials, approvals, data, personnel, and cooperation reasonably required to provide the Services. Customer authorizes SQQUID and its subprocessors to access, retrieve, transmit, modify, and synchronize data in Customer’s connected systems as necessary to perform Customer’s configurations and instructions. Customer is responsible for ensuring those credentials and permissions are lawful and sufficient.

2.4 Service Changes

SQQUID may modify, replace, enhance, limit, or discontinue features from time to time. We will not materially reduce the core functionality of paid Services during a committed term without providing a substantially similar alternative, except where the change results from law, security, abuse, technical necessity, or a Third-Party Service. SQQUID may perform maintenance at any time and may provide notice when commercially practicable.

2.5 Free, Trial, Preview, and Beta Services

Free, trial, preview, early-access, experimental, and beta features (“Evaluation Services”) may be changed, suspended, or discontinued at any time, may be incomplete or unreliable, and may be subject to additional terms. Evaluation Services are provided without service levels, support commitments, data-retention commitments, indemnity, or warranties. Customer uses Evaluation Services at its own risk and should not rely on them for production-critical operations.

3. Customer Responsibilities and Acceptable Use

3.1 Customer’s Business and Products

Customer is solely responsible for its business, products, product information, pricing, inventory, taxes, sales, advertising, promotions, warranties, safety, labeling, recalls, regulatory compliance, consumer disclosures, customer service, returns, refunds, chargebacks, shipping, fulfillment, and relationships with end customers and Third-Party Services. Customer must maintain all licenses, registrations, consents, insurance, and policies required for its operations. SQQUID is not the seller, merchant of record, distributor, manufacturer, importer, marketplace, payment processor, tax advisor, carrier, freight forwarder, customs broker, insurer, or employer for Customer’s business.

3.2 Acceptable Use

Customer will not, and will not permit any Authorized User or third party to:

• use the Services in violation of law, regulation, sanctions, Third-Party Service terms, or the rights of another person;
• sell, list, advertise, ship, or facilitate illegal, infringing, unsafe, counterfeit, recalled, restricted, or prohibited products;
• upload or transmit malware, malicious code, unlawful content, or content that infringes intellectual property, privacy, publicity, or other rights;
• interfere with, disrupt, overload, probe, scan, test, circumvent, or attempt unauthorized access to the Services or related systems;
• reverse engineer, decompile, disassemble, translate, copy, frame, mirror, scrape, or derive source code, algorithms, non-public APIs, or underlying ideas, except to the limited extent applicable law expressly prohibits this restriction;
• use robots, crawlers, scrapers, automated extraction, or excessive API calls except as expressly authorized in Documentation or writing;
• remove proprietary notices; bypass limits; share credentials outside Customer; resell, sublicense, time-share, or provide the Services as a service bureau;
• use the Services or SQQUID confidential information to build, train, benchmark, or improve a competing product or service, or publish benchmarks without SQQUID’s prior written approval;
• misrepresent affiliation with SQQUID or any Third-Party Service, or use partner names or marks without authorization;
• use the Services in a manner that could expose SQQUID, its affiliates, partners, providers, customers, or personnel to legal, security, reputational, or operational risk.

3.3 Usage Limits and Verification

Services may be subject to usage limits, plan thresholds, fair-use limits, rate limits, storage limits, SKU limits, order limits, location limits, channel limits, API limits, or other metrics stated in an Order Form, pricing page, or Documentation (“Usage Limits”). SQQUID may measure and verify usage through its systems and may require Customer to provide reasonable information for billing and capacity planning. SQQUID’s measurements control absent manifest error. Customer may not artificially divide accounts, transactions, locations, channels, or data to avoid Fees or Usage Limits.

3.4 Suspension

SQQUID may immediately suspend or restrict any account, feature, integration, data flow, or access if SQQUID reasonably believes: (a) Fees are overdue; (b) Customer has breached the Agreement; (c) use poses a security, legal, fraud, abuse, credit, operational, or reputational risk; (d) suspension is requested or required by a Third-Party Service or government authority; (e) Customer’s use threatens the Services or other customers; or (f) suspension is necessary to prevent harm. SQQUID will use reasonable efforts to limit a suspension to the affected portion and provide notice when legally and commercially practicable. Suspension does not relieve Customer of payment obligations and does not create liability to Customer.

4. Retail Operations, Integrations, and Third-Party Services

4.1 Technical Intermediary

The Services help Customer exchange and coordinate data and workflows among Customer’s systems and Third-Party Services. SQQUID acts as a technical service provider and does not control the underlying marketplaces, ecommerce platforms, point-of-sale systems, ERP systems, WMS systems, carriers, brokers, payment providers, or other third parties. Customer remains the principal responsible for all commercial decisions and transactions.

4.2 Third-Party Accounts and Terms

Customer must maintain its own eligible accounts, contracts, approvals, credentials, and good standing with each Third-Party Service. Customer’s use of a Third-Party Service is governed solely by that provider’s terms, policies, fees, service levels, and decisions. SQQUID is not responsible for a Third-Party Service’s approval, rejection, suspension, termination, ranking, listing, account action, incentive, payment, commission, fee, data practice, or support. Customer authorizes SQQUID to transmit data to and receive data from Third-Party Services as directed by Customer.

4.3 Changes, Outages, and API Restrictions

Third-Party Services may change or discontinue APIs, permissions, data formats, features, rates, eligibility, programs, or terms without notice to SQQUID. Such changes may delay, limit, impair, or eliminate an integration. SQQUID may modify or discontinue an affected integration and has no obligation to maintain compatibility where commercially unreasonable, prohibited, or unsupported. SQQUID is not liable for Third-Party Service outages, errors, latency, throttling, incorrect data, data loss, account actions, or changes.

4.4 Inventory, Catalog, Order, Pricing, and Fulfillment Accuracy

Customer acknowledges that retail data can be delayed, stale, duplicated, incomplete, rejected, overwritten, or inconsistent because of Customer settings, source-system behavior, API limits, network conditions, third-party changes, human error, or other causes. SQQUID does not guarantee that inventory, product, price, tax, order, routing, pickup, shipping, or fulfillment data will always be accurate, current, complete, or synchronized. Customer must review configurations and outputs, maintain appropriate safety stock and controls, monitor exception reports, verify high-impact changes, and preserve an independent source of truth and backups. Unless an Order Form expressly states otherwise, SQQUID is not Customer’s system of record. SQQUID is not liable for oversells, undersells, stockouts, lost sales, incorrect prices, missed orders, duplicate orders, routing errors, late fulfillment, marketplace penalties, or similar operational outcomes.

4.5 Shipping, Freight, and Carrier Services

The Services may display rates, create labels, transmit shipment information, or facilitate access to shipping, freight, brokerage, or carrier services supplied by third parties. SQQUID is not a carrier, freight broker, freight forwarder, customs broker, warehouseman, insurer, or guarantor of transportation. Quotes and delivery dates are estimates and may change because of reweighing, remeasurement, classification, address correction, fuel or accessorial charges, duties, taxes, surcharges, capacity, weather, carrier rules, or other factors. Customer is solely responsible for accurate shipment information, packaging, declared value, hazardous-material compliance, export/import documentation, insurance, customs, recipient information, carrier selection, and filing claims. SQQUID is not liable for pickup failures, delay, loss, damage, non-delivery, customs issues, carrier charges, or denial of a claim.

4.6 Partner Programs and Brand References

SQQUID may be identified as a partner, app provider, referral source, or integration provider of certain third parties. Any such relationship does not make SQQUID and the third party agents, joint venturers, fiduciaries, resellers, or guarantors of one another. It does not guarantee Customer admission to, continued participation in, or benefits from any partner program. Third-party names, logos, and marks belong to their owners and are used only as authorized. No third party is responsible for SQQUID’s obligations, and SQQUID is not responsible for the third party’s obligations.

4.7 Third-Party Fees and Disputes

Customer is responsible for all commissions, platform fees, shipping charges, carrier adjustments, payment-processing fees, taxes, duties, and other amounts imposed by Third-Party Services. Fees charged by SQQUID are separate. Customer must resolve disputes with a Third-Party Service directly with that provider, and cancellation of SQQUID does not cancel any Third-Party Service.

5. Customer Data, Privacy, and Security

5.1 Customer Data and License

As between the parties, Customer retains its rights in Customer Data. Customer grants SQQUID, its affiliates, and subprocessors a worldwide, non-exclusive, royalty-free license during the Agreement, and for a reasonable transition and backup period afterward, to host, access, reproduce, transmit, transform, map, display, modify, and otherwise process Customer Data as necessary to: (a) provide, secure, support, and maintain the Services; (b) carry out Customer’s configurations and instructions; (c) prevent fraud, abuse, and security threats; (d) comply with law; and (e) exercise SQQUID’s rights under the Agreement.

5.2 Data Roles and Instructions

For Personal Data that SQQUID processes on Customer’s behalf in providing the Services, Customer is the controller or business and SQQUID is the processor or service provider, as those terms are defined by applicable law. The Agreement and Customer’s use and configuration of the Services constitute Customer’s documented instructions. SQQUID may process Personal Data for account administration, billing, security, support, analytics, and its own business purposes as an independent controller where permitted by law and described in SQQUID’s Privacy Policy.

5.3 Customer Privacy Responsibilities

Customer is solely responsible for the legality, accuracy, quality, and provenance of Customer Data and for providing all notices, obtaining all rights, consents, and lawful bases, honoring data-subject requests, and complying with retention, deletion, marketing, consumer-protection, and privacy requirements. Customer will not instruct SQQUID to process Personal Data in violation of law. Customer is responsible for determining whether the Services are appropriate for its legal and regulatory obligations.

5.4 Prohibited and Regulated Data

Unless expressly authorized in a signed Order Form and, where applicable, a separate addendum, Customer will not submit or process through the Services: (a) protected health information subject to HIPAA; (b) payment-card data other than through SQQUID-approved payment providers; (c) social security, passport, driver’s-license, or comparable government identification numbers; (d) biometric, genetic, or precise geolocation data; (e) data concerning children under thirteen (13) or a higher applicable age of consent; (f) passwords or authentication secrets not required for an approved integration; or (g) other sensitive or regulated data that creates heightened legal obligations. SQQUID is not a business associate under HIPAA and does not undertake PCI DSS compliance for Customer’s cardholder environment unless expressly agreed in writing.

5.5 Security Measures

SQQUID will maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data in SQQUID’s possession or control against unauthorized access, use, alteration, or disclosure. Security measures are risk-based, evolve over time, and do not guarantee that incidents will never occur. Any specific security commitments, audit rights, certifications, penetration-testing obligations, or control descriptions apply only if expressly stated in an executed security addendum or Order Form. Customer remains responsible for security of Customer systems, endpoints, credentials, integrations, user access, and data outside SQQUID’s control.

5.6 Security Incidents

If SQQUID confirms a Security Incident involving Personal Data processed on Customer’s behalf, SQQUID will notify Customer without undue delay as required by applicable law or an executed Data Processing Addendum and will provide information reasonably available to SQQUID. Notification is not an admission of fault or liability. Customer is responsible for determining and carrying out any notice, remediation, or response obligations applicable to Customer, its end customers, or data subjects. Customer must promptly notify SQQUID of any suspected compromise involving Customer’s accounts, credentials, systems, or integrations.

5.7 Subprocessors

Customer authorizes SQQUID to engage affiliates and third-party subprocessors to provide the Services. SQQUID will require subprocessors that process Personal Data on Customer’s behalf to protect it under written obligations appropriate to their services. Where required by an executed Data Processing Addendum or applicable law, SQQUID will make subprocessor information available and provide a mechanism for notice of material additions. Customer’s sole remedy for a reasonable, unresolved data-protection objection to a new subprocessor is to discontinue the affected Service as provided in the Data Processing Addendum.

5.8 Data Processing Addendum

To the extent required by applicable data-protection law, the parties will enter into SQQUID’s then-current Data Processing Addendum. No data-processing addendum supplied by Customer applies unless signed by an authorized SQQUID representative. International transfer mechanisms, audit rights, assistance obligations, and subprocessor procedures are governed exclusively by the executed Data Processing Addendum.

5.9 Usage Data and Aggregated or Deidentified Data

SQQUID may collect and use service telemetry, logs, metadata, performance data, and information about configuration and use (“Usage Data”) to operate, secure, support, analyze, and improve the Services. SQQUID may create and use data that is aggregated or deidentified so that it does not identify Customer, an Authorized User, or an individual (“Aggregated Data”) for analytics, benchmarking, research, product development, forecasting, security, and machine-learning purposes, and may disclose Aggregated Data. SQQUID will not use identifiable Customer Data to train a general-purpose artificial-intelligence model without Customer’s consent, but may use Aggregated Data and may use Customer Data in transient processing necessary to provide AI-enabled features selected by Customer.

5.10 Backups, Retention, and Export

Customer is responsible for maintaining independent copies and backups of Customer Data and source-system records. SQQUID’s backup, redundancy, and retention practices are designed for continuity of the Services and are not a substitute for Customer backups or an archival service. SQQUID may delete Customer Data in accordance with Section 9.7, its retention practices, an Order Form, or law. Customer is responsible for exporting required data before termination.

5.11 Privacy Policy

SQQUID’s Privacy Policy governs Personal Data SQQUID collects about website visitors, prospects, account contacts, Authorized Users, and other individuals for SQQUID’s own purposes. The Privacy Policy does not limit Customer’s responsibilities for Customer Data or replace a Data Processing Addendum where one is required.

6. Intellectual Property and Publicity

6.1 SQQUID Materials

SQQUID and its licensors own all right, title, and interest in the Services, Documentation, software, APIs, interfaces, designs, workflows, templates, models, algorithms, inventions, know-how, reports, analytics, improvements, derivatives, and other SQQUID materials, including all intellectual-property rights (“SQQUID Materials”). Customer receives no ownership interest. All rights not expressly granted are reserved.

6.2 Feedback

If Customer provides ideas, suggestions, requests, corrections, or feedback, Customer grants SQQUID a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, modify, commercialize, and exploit that feedback for any purpose without restriction or obligation. SQQUID will not publicly identify Customer as the source without permission.

6.3 Professional Services, Configurations, and Custom Work

Unless an Order Form expressly states otherwise, SQQUID owns all deliverables, connectors, configurations, scripts, mappings, templates, documentation, developments, improvements, and customizations created in connection with the Services or professional services, including reusable components and generalized know-how. Upon full payment, Customer may use deliverables made available to Customer solely with the Services during the applicable term. Customer-specific data, trademarks, and pre-existing materials remain Customer’s property. No work is “work made for hire” unless expressly stated in a signed Order Form.

6.4 Customer Marks and Identification

Customer grants SQQUID a non-exclusive, worldwide, royalty-free right to use Customer’s name and logo to identify Customer as a SQQUID customer in customer lists, partner materials, presentations, and on SQQUID’s website. Customer may opt out of future public use by written notice to help@sqquid.com; the opt-out does not require removal from materials already produced and does not restrict uses required to provide the Services or comply with law.

7. Implementation and Professional Services

7.1 Scope and Dependencies

Implementation, migration, configuration, training, custom development, and other professional services are provided only as stated in an Order Form or statement of work. Customer will timely provide accurate data, decisions, access, test resources, approvals, and personnel. SQQUID may rely on Customer-provided information. Delays or defects caused by Customer or a Third-Party Service extend timelines and may result in additional Fees.

7.2 Estimates and Change Control

Dates, effort, and estimates are non-binding unless expressly identified as firm commitments in a signed Order Form. Work outside scope, changed assumptions, additional integrations, data cleanup, rework caused by Customer, or new requirements require a change order or may be billed at SQQUID’s then-current rates. SQQUID is not required to begin out-of-scope work without written approval and payment arrangements.

7.3 Acceptance

Unless an Order Form states different acceptance criteria, a deliverable or implementation milestone is deemed accepted upon the earliest of: (a) Customer’s production use; (b) Customer’s written acceptance; or (c) five (5) business days after delivery unless Customer provides a detailed written notice identifying a material failure to conform to the agreed scope. SQQUID’s obligation for a valid rejection is to use commercially reasonable efforts to correct the nonconformity. Minor defects that do not materially impair use do not delay acceptance.

7.4 Customer Data and Migration

Customer is responsible for validating migrated, mapped, or transformed data before production use. SQQUID is not responsible for pre-existing defects, inconsistencies, duplicates, missing fields, or corruption in Customer or Third-Party Service data. Unless expressly included in scope, data cleansing, historical reconstruction, and reconciliation are Customer responsibilities.

8. Fees, Usage, Billing, and Taxes

8.1 Fees and Payment

Customer will pay all subscription, usage, overage, implementation, support, professional-service, pass-through, and other fees stated in the Agreement (“Fees”). Except as stated in an Order Form, recurring Fees are billed in advance and usage-based or pass-through Fees are billed in arrears. Customer authorizes SQQUID and its payment processor to charge the payment method on file. Invoiced amounts are due within fifteen (15) days unless the Order Form states otherwise. Payment obligations are non-cancelable and Fees are non-refundable except where the Agreement expressly states otherwise.

8.2 Usage-Based Charges and Plan Adjustments

Customer will pay overage and usage-based Fees at the rates in the Order Form or SQQUID’s then-current pricing for the applicable plan. SQQUID may automatically adjust Customer to the appropriate plan, apply overages, or require an Enterprise plan when Usage Limits are exceeded or Customer requires custom functionality, support, integrations, security, or service levels. Usage-based charges may apply without advance notice. For a plan reclassification that materially increases recurring base Fees, SQQUID will provide reasonable notice when commercially practicable, and the change will take effect as stated in the notice or Order Form. Downgrades are prospective only, require Customer to satisfy SQQUID’s then-current eligibility rules, and for committed terms take effect no earlier than renewal.

8.3 Taxes and Third-Party Charges

Fees exclude sales, use, excise, value-added, withholding, and similar taxes, duties, levies, and assessments (“Taxes”), except taxes based on SQQUID’s net income. Customer will pay all Taxes and third-party charges associated with its purchase or use. If Customer must withhold tax, Customer will gross up the payment so SQQUID receives the full amount invoiced, unless prohibited by law. Customer must provide valid exemption documentation before invoicing.

8.4 No Setoff or Withholding

Customer will pay Fees without setoff, counterclaim, deduction, withholding, recoupment, or reduction. A dispute regarding one amount does not excuse payment of undisputed amounts or ongoing Fees.

8.5 Late Payments, Collection, and Credit Risk

Overdue amounts accrue interest at one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower, from the due date until paid. Customer will reimburse reasonable costs of collection, including attorneys’ fees, collection-agency fees, and court or arbitration costs. SQQUID may require prepayment, a deposit, updated payment information, shorter payment terms, or suspension based on payment history or credit risk. Returned payments and chargebacks may incur a reasonable processing fee.

8.6 Billing Disputes and Chargebacks

Customer must submit a good-faith billing dispute to billing@sqquid.com within thirty (30) days after the invoice date, with sufficient detail to investigate. After that period, the invoice is deemed accepted to the maximum extent permitted by law. Customer may not initiate a chargeback for an amount covered by a pending contractual dispute without first providing SQQUID a reasonable opportunity to resolve it. An improper chargeback is a material breach, and Customer remains liable for the amount and associated costs.

8.7 Price Changes

SQQUID may change pricing for month-to-month Services on at least thirty (30) days’ notice. For a committed subscription term, base subscription pricing will not increase during that term unless an Order Form permits it, Customer exceeds Usage Limits, scope changes, or taxes or third-party pass-through charges change. Renewal pricing will be SQQUID’s then-current pricing unless otherwise stated in an Order Form.

9. Term, Renewal, Cancellation, Suspension, and Termination

9.1 Term

The Agreement begins when Customer first accepts it and continues until all Order Forms and subscriptions expire or are terminated. Each Order Form begins and continues for the term stated in it. If no term is stated, paid Services are month-to-month.

9.2 Automatic Renewal

Unless an Order Form states otherwise: (a) month-to-month subscriptions automatically renew each month until canceled before the next billing date; and (b) committed-term subscriptions automatically renew for successive periods equal to the initial term unless either party gives written non-renewal notice at least thirty (30) days before the current term ends. Renewal is at then-current pricing and Usage Limits. SQQUID may provide renewal notices where required by law, but failure to provide a courtesy notice does not prevent renewal unless applicable law requires otherwise.

9.3 Customer Cancellation for Convenience

Customer may cancel a month-to-month subscription through available account controls or by written notice to help@sqquid.com. Cancellation is effective at the end of the then-current billing period, and no partial-period refund is provided. A committed-term subscription may not be canceled for convenience; all committed Fees remain due for the entire term, whether billed in advance or installments. Customer’s ceasing use, disconnecting an integration, or requesting account closure does not cancel Third-Party Services or eliminate accrued or committed Fees.

9.4 Termination for Material Breach

Either party may terminate an affected Order Form if the other party materially breaches the Agreement and fails to cure within thirty (30) days after detailed written notice. For nonpayment, SQQUID may terminate after ten (10) days’ notice and opportunity to cure. SQQUID may terminate immediately for fraud, illegal activity, infringement, security abuse, unauthorized access, sanctions risk, repeated breach, insolvency, or conduct that creates material risk or cannot reasonably be cured. Customer’s exclusive remedy for SQQUID’s uncured material breach is termination of the affected Order Form and a prorated refund of prepaid recurring subscription Fees for the unused period after termination; no refund applies to usage, pass-through, implementation, custom-development, or professional-service Fees already incurred or delivered.

9.5 SQQUID Termination Without Cause

SQQUID may terminate an Order Form without cause on thirty (30) days’ notice. If Customer prepaid recurring subscription Fees for a period after the effective termination date, SQQUID will refund the unused prepaid recurring subscription Fees. This Section does not apply to a suspension, discontinuation of an Evaluation Service, termination for cause, or termination resulting from a Third-Party Service that makes continued performance impracticable or unlawful.

9.6 Effect of Termination

Upon expiration or termination: (a) Customer’s rights to use the affected Services end; (b) Customer will stop using and return or destroy SQQUID Confidential Information on request; (c) all accrued and committed amounts become due, subject to any express refund right; (d) Customer remains responsible for Third-Party Services and downstream effects of disconnected integrations; and (e) SQQUID may disable access, credentials, data flows, and integrations. Termination does not reverse transactions already sent to Third-Party Services.

9.7 Data Retrieval and Deletion

If Customer’s account is in good standing and termination was not for fraud, illegal activity, security abuse, or nonpayment, SQQUID will use commercially reasonable efforts to allow Customer to export available Customer Data through standard tools for thirty (30) days after access ends (the “Retrieval Period”). SQQUID may charge for non-standard export assistance. Customer must request and complete export during the Retrieval Period. Afterward, SQQUID may delete Customer Data at any time, subject to legal obligations, backup cycles, and its retention practices. SQQUID may shorten or eliminate the Retrieval Period where necessary for security, law, third-party restrictions, or an uncured breach. SQQUID has no liability for deletion permitted by this Section.

9.8 Survival

Provisions that by their nature should survive will survive, including payment obligations, confidentiality, ownership, feedback, disclaimers, indemnification, limitations of liability, dispute resolution, and general provisions.

10. Confidentiality

10.1 Confidential Information

“Confidential Information” means non-public information disclosed by or on behalf of a party that is marked confidential or should reasonably be understood as confidential, including business plans, pricing, security information, product designs, source code, credentials, Customer Data, and the non-public terms of Order Forms. Confidential Information excludes information the recipient can document: (a) is publicly available without breach; (b) was lawfully known without restriction; (c) was independently developed without use of the discloser’s Confidential Information; or (d) was lawfully received from a third party without duty of confidentiality.

10.2 Use and Protection

The recipient will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using at least reasonable care. The recipient may disclose it to affiliates, employees, contractors, professional advisors, financing sources, and subprocessors who need to know it and are bound by confidentiality obligations. The recipient is responsible for their compliance.

10.3 Required Disclosure and Injunctive Relief

The recipient may disclose Confidential Information when required by law, subpoena, or court order, if it provides prior notice where legally permitted and reasonable assistance at the discloser’s expense. Unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate; the discloser may seek equitable relief without posting bond, in addition to other available remedies, subject to Section 14.

11. Warranties and Disclaimers

11.1 Mutual Authority

Each party warrants that it has authority to enter into the Agreement. Customer additionally warrants that it has all rights and permissions necessary for Customer Data, Customer products, connected accounts, and instructions.

11.2 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, EVALUATION SERVICES, INTEGRATIONS, OUTPUTS, DATA, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SQQUID AND ITS AFFILIATES, LICENSORS, PARTNERS, AND PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, SECURITY, RESULTS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SQQUID DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPATIBLE, OR FREE FROM LOSS, DELAY, DUPLICATION, OMISSION, OR CORRUPTION; THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE; OR THAT CUSTOMER WILL ACHIEVE ANY REVENUE, SAVINGS, RANKING, INVENTORY, SHIPPING, FULFILLMENT, OR OTHER OUTCOME.

11.3 No Service Level Unless Signed

No uptime, response-time, support, recovery, or other service-level commitment applies unless contained in a Service-Level Addendum signed by SQQUID. If a signed Service-Level Addendum provides credits, those credits are Customer’s sole and exclusive remedy for the applicable service-level failure.

11.4 Recommendations, Forecasts, and AI-Enabled Features

The Services may provide predictions, recommendations, classifications, forecasts, automated mappings, routing suggestions, risk indicators, or other machine-generated outputs. Outputs may be incomplete, inaccurate, or unsuitable and are not accounting, legal, tax, financial, logistics, safety, or other professional advice. Customer must independently review outputs and remains solely responsible for decisions, configurations, and actions. Customer will not use outputs as the sole basis for a decision that could create legal rights, safety risks, regulatory obligations, or material harm without appropriate human review.

12. Indemnification

12.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless SQQUID, its affiliates, and their officers, directors, employees, contractors, licensors, providers, and agents from and against any third-party claim, demand, investigation, proceeding, loss, liability, damage, penalty, fine, settlement, cost, or expense (including reasonable attorneys’ fees) arising from or relating to: (a) Customer Data, Customer products, listings, advertising, sales, taxes, warranties, safety, recalls, consumer obligations, or business operations; (b) Customer’s or an Authorized User’s use of the Services; (c) breach of the Agreement, law, or Third-Party Service terms; (d) infringement, privacy, publicity, or other rights caused by Customer Data or instructions; (e) end-customer, marketplace, carrier, shipping, payment, employee, contractor, or regulatory claims associated with Customer; or (f) unauthorized access caused by Customer systems, credentials, or personnel.

12.2 Limited SQQUID IP Indemnification

For paid Services, SQQUID will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified Services directly infringes a United States patent, copyright, trademark, or trade secret (“IP Claim”), and will pay damages finally awarded or settlements approved by SQQUID. This obligation does not apply to a claim arising from: (a) Customer Data, Customer instructions, or Customer products; (b) modification by anyone other than SQQUID; (c) combination with items not supplied by SQQUID where the claim would not otherwise arise; (d) use outside the Agreement or Documentation; (e) failure to use a non-infringing update made available by SQQUID; (f) Evaluation Services; (g) Third-Party Services; or (h) continued use after SQQUID instructs Customer to stop because of an IP Claim.

12.3 IP Claim Remedies

If an IP Claim occurs or is likely, SQQUID may, at its option: (a) obtain the right for Customer to continue using the affected Service; (b) modify or replace it with materially equivalent functionality; or (c) terminate the affected Service and refund prepaid recurring subscription Fees allocable to the unused period after termination. Sections 12.2 and 12.3 state SQQUID’s entire liability and Customer’s exclusive remedy for any IP Claim, and are subject to Section 13.

12.4 Indemnification Procedure

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party sole control of defense and settlement. Delay in notice relieves obligations only to the extent of material prejudice. The indemnifying party may not settle a claim in a manner that admits fault by or imposes non-monetary obligations on the indemnified party without consent, not to be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

13. Limitation of Liability

13.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SQQUID AND ITS AFFILIATES, LICENSORS, PARTNERS, PROVIDERS, AND PERSONNEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, SALES, SAVINGS, GOODWILL, BUSINESS OPPORTUNITY, OR USE; BUSINESS INTERRUPTION; COST OF REPLACEMENT SERVICES; LOSS, CORRUPTION, INACCURACY, OR UNAVAILABILITY OF DATA; LOST OR DUPLICATE ORDERS; INVENTORY DISCREPANCIES; OVERSALES, STOCKOUTS, OR MISSED SALES; INCORRECT PRICING; SHIPPING, CARRIER, FULFILLMENT, MARKETPLACE, PAYMENT, CHARGEBACK, TAX, CONSUMER, OR REGULATORY LOSSES; OR DAMAGES ARISING FROM THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY AND REGARDLESS OF THEORY OF LIABILITY.

13.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SQQUID’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID TO SQQUID FOR THE SPECIFIC AFFECTED SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. PASS-THROUGH CHARGES, TAXES, THIRD-PARTY FEES, USAGE CHARGES PAID TO THIRD PARTIES, AND ONE-TIME PROFESSIONAL-SERVICE OR CUSTOM-DEVELOPMENT FEES ARE EXCLUDED FROM THE CAP. FOR EVALUATION SERVICES, WEBSITE USE, OR A CLAIM BY A PERSON WHO PAID NO FEES, THE CAP IS ONE HUNDRED U.S. DOLLARS (US $100). MULTIPLE CLAIMS DO NOT INCREASE THE CAP.

13.3 Scope and Exceptions

The limitations apply to all claims and theories, including contract, tort, negligence, strict liability, statute, indemnity, and restitution, and apply even if a remedy fails its essential purpose. They benefit SQQUID’s affiliates, licensors, Third-Party Service providers, and personnel. They do not limit: (a) Customer’s payment obligations; (b) Customer’s indemnification obligations; (c) Customer’s violation of SQQUID intellectual-property rights, confidentiality, or acceptable-use restrictions; or (d) liability that cannot lawfully be limited. SQQUID’s IP indemnification obligations are included within the cap unless an Order Form expressly states otherwise.

13.4 Allocation of Risk

The parties agree that the disclaimers and limitations are a fundamental basis of the bargain, reflect the Fees charged, and apply notwithstanding any failure of essential purpose. Customer may purchase additional protections only through a signed Order Form with corresponding Fees.

14. Governing Law and Dispute Resolution

14.1 Governing Law

The Agreement and all disputes are governed by the laws of the State of Nevada, without regard to conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.

14.2 Required Notice and Informal Resolution

Before filing arbitration or litigation, a party must send a written “Notice of Dispute” describing the claimant, account, facts, legal basis, amount, and requested relief. Notices to SQQUID must be emailed to help@sqquid.com with the subject “LEGAL NOTICE - DISPUTE.” Notices to Customer will be sent to the account owner’s email. Senior business representatives will attempt in good faith to resolve the dispute for thirty (30) days after receipt. Limitations periods are tolled during that thirty-day period. Failure to provide a compliant Notice of Dispute is a defense to the claim and permits dismissal without prejudice.

14.3 Binding Individual Arbitration

Except for the exceptions in Section 14.5, any dispute arising out of or relating to the Agreement, Services, relationship of the parties, or communications between them will be finally resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures then in effect, including any applicable Expedited Procedures. The arbitration will be conducted by one neutral arbitrator in English. Hearings may occur by video conference; any in-person hearing will take place in Clark County, Nevada, unless the parties agree otherwise. The arbitrator may award only relief available under the Agreement and applicable law to the individual claimant. Judgment may be entered in any court with jurisdiction.

14.4 Arbitrability and Confidentiality

The arbitrator, not a court, has exclusive authority to decide disputes regarding the formation, existence, interpretation, scope, applicability, validity, or enforceability of the Agreement or arbitration provision, except that a court will decide the enforceability of the class-action waiver. The parties will keep the arbitration, submissions, evidence, and award confidential except as required to enforce an award, comply with law, or consult advisors who are bound by confidentiality.

14.5 Exceptions

Either party may: (a) bring an individual claim in small-claims court if it remains within that court’s jurisdiction; (b) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, systems, credentials, security, or to prevent unauthorized access or use; and (c) pursue collection of undisputed Fees in state or federal courts located in Clark County, Nevada. Seeking temporary relief does not waive arbitration of the merits.

14.6 Class and Representative Action Waiver

CUSTOMER AND SQQUID MAY BRING CLAIMS ONLY IN THEIR INDIVIDUAL CAPACITIES. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE CUSTOMER OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FINALLY HELD UNENFORCEABLE FOR A PARTICULAR CLAIM, THAT CLAIM MUST PROCEED IN THE COURTS IDENTIFIED IN SECTION 14.8 AND NOT IN ARBITRATION.

14.7 Costs and Attorneys’ Fees

AAA administrative and arbitrator fees will be allocated under the AAA Commercial Rules unless the parties agree otherwise or the arbitrator reallocates fees as permitted by law. Each party will bear its own attorneys’ fees and other costs, except that SQQUID may recover collection costs under Section 8.5 and either party may recover fees where expressly authorized by indemnification obligations or non-waivable law.

14.8 Jury Trial Waiver and Court Venue

FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT, EACH PARTY IRREVOCABLY WAIVES TRIAL BY JURY. THE EXCLUSIVE VENUE AND JURISDICTION ARE THE STATE AND FEDERAL COURTS LOCATED IN CLARK COUNTY, NEVADA, AND EACH PARTY CONSENTS TO PERSONAL JURISDICTION THERE.

14.9 Time Limit to Bring Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, SERVICES, OR THE PARTIES’ RELATIONSHIP MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUED; OTHERWISE, IT IS PERMANENTLY BARRED. THIS LIMIT DOES NOT APPLY TO SQQUID’S CLAIMS FOR UNPAID FEES OR UNAUTHORIZED USE OR INFRINGEMENT OF SQQUID’S INTELLECTUAL PROPERTY.

15. Compliance, Export, and Sanctions

15.1 Legal Compliance

Each party will comply with laws applicable to its own performance. Customer is responsible for laws applicable to Customer’s products, sales, marketing, data, taxes, employees, consumers, shipping, imports, exports, and use of Third-Party Services. SQQUID does not provide legal, tax, customs, or regulatory advice.

15.2 Export and Sanctions

Customer will not access, use, export, reexport, transfer, or provide the Services in violation of United States export-control or sanctions laws. Customer represents that it and its beneficial owners and Authorized Users are not prohibited or restricted parties and are not located in, ordinarily resident in, or organized under the laws of a jurisdiction where providing the Services is prohibited. Customer will not use the Services for prohibited end uses or end users. SQQUID may screen, restrict, suspend, or terminate access to comply with law and may decline to provide information where prohibited.

15.3 Anti-Corruption

Customer will not use the Services or any partner or referral program to offer, promise, authorize, solicit, or accept an unlawful bribe, kickback, or improper payment. Customer will maintain accurate records and comply with applicable anti-corruption laws.

16. General Provisions

16.1 Notices

SQQUID may provide operational and legal notices by email, in-product message, account portal, or posting to the Services. Notices are deemed received when sent or posted. Customer must maintain a current account-owner email and monitor notices. Formal notices from Customer must be sent to help@sqquid.com with “LEGAL NOTICE” in the subject and are effective upon confirmed receipt. Billing, support, and routine requests are not formal legal notices unless clearly identified.

16.2 Assignment and Change of Control

Customer may not assign, delegate, transfer, or sublicense the Agreement, in whole or part, by contract, merger, change of control, operation of law, or otherwise, without SQQUID’s prior written consent. Any prohibited transfer is void. SQQUID may assign or transfer the Agreement, in whole or part, to an affiliate or in connection with a merger, financing, reorganization, sale of assets, change of control, or similar transaction, and may subcontract performance.

16.3 Independent Contractors; No Agency

The parties are independent contractors. The Agreement does not create a partnership, franchise, fiduciary, employment, agency, reseller, joint venture, or exclusive relationship. Neither party may bind the other. No partner, marketplace, carrier, platform, or other Third-Party Service is a party to the Agreement.

16.4 Force Majeure

Except for Customer’s payment obligations, neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or cloud failures; cyberattacks; denial-of-service attacks; labor disputes; utility failures; natural disasters; epidemics; war; terrorism; civil unrest; government action; legal or regulatory change; or Third-Party Service, carrier, platform, API, provider, or supply-chain failures or changes. The affected party’s time to perform is extended for the duration and impact of the event.

16.5 No Third-Party Beneficiaries

Except that SQQUID’s affiliates, licensors, providers, partners, and personnel are intended beneficiaries of protections expressly granted to them, the Agreement creates no third-party beneficiary rights.

16.6 Entire Agreement and Interpretation

The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous proposals, statements, negotiations, and agreements. Headings are for convenience only. “Including” means “including without limitation.” References to writing include email where permitted. The Agreement will not be construed against either party as drafter. The English version controls over any translation.

16.7 Waiver, Severability, and Cumulative Remedies

A waiver must be in writing and applies only to the specific instance. Delay or failure to enforce is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder stays effective. Except where a remedy is expressly exclusive, remedies are cumulative, subject to the limitations in the Agreement.

16.8 Counterparts and Electronic Records

Order Forms may be signed in counterparts and by electronic signature, each of which is deemed an original and all of which form one instrument. Customer agrees to receive records and notices electronically and may retain copies for its records.

17. Definitions

“Aggregated Data” has the meaning in Section 5.9.

“Agreement” has the meaning in Section 1.2.

“Authorized User” means an employee, contractor, agent, or other individual Customer authorizes to use the Services for Customer.

“Customer Data” means data, content, records, files, product information, catalog information, inventory, orders, end-customer information, credentials, configurations, and other information submitted to, transmitted through, retrieved by, or processed using the Services on Customer’s behalf, excluding Usage Data and Aggregated Data.

“Documentation” means SQQUID’s then-current user, technical, and support documentation made available for the Services.

“Evaluation Services” has the meaning in Section 2.5.

“Fees” has the meaning in Section 8.1.

“Order Form” has the meaning in Section 1.2.

“Personal Data” means information relating to an identified or identifiable individual, or equivalent terms under applicable privacy law.

“Retrieval Period” has the meaning in Section 9.7.

“Security Incident” means a confirmed unauthorized acquisition of, access to, or disclosure of Personal Data in SQQUID’s possession or control that triggers a notification obligation under applicable law; it excludes unsuccessful attempts, Customer-caused incidents, and events involving data that is encrypted or otherwise unreadable where law does not treat the event as a breach.

“Services” has the meaning in the introductory paragraph.

“SQQUID Materials” has the meaning in Section 6.1.

“Third-Party Service” means any third-party platform, marketplace, ecommerce system, POS, ERP, WMS, carrier, broker, payment provider, cloud provider, API, application, product, service, or website that interoperates with, is linked from, or is used in connection with the Services.

“Usage Data” has the meaning in Section 5.9.

“Usage Limits” has the meaning in Section 3.3.