REQeV Master Subscription Agreement

This Master Subscription Agreement (the “Agreement”) is between ECDG, Inc., a California corporation, doing business as REQeV (“REQeV”, “we”, “us” or “our”), and the business or organization that accepts it (“Customer” or “you”). It governs Customer’s access to and use of the Services.

You accept this Agreement by signing an Order Form that references it, by completing an online checkout that references it, or by using the Services under a paid subscription. If you accept on behalf of an organization, you confirm that you have authority to bind that organization. If you do not have that authority, or do not agree, do not accept this Agreement or use the Services.

This Agreement works alongside our Terms of Service, our Data Processing Addendum, our Service Level Agreement (only if expressly included in a signed Order Form) and our Acceptable Use Policy. For business customers with a paid subscription, this Agreement controls over the Terms of Service where they conflict.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests.

“AI Features” means functionality in the Services that uses machine learning or large language models to generate, summarize, classify, rank, match or otherwise produce content or suggestions.

“Authorized User” means an employee, contractor or agent of Customer or its Affiliates whom Customer permits to use the Services under Customer’s account.

“Beta Features” means features, tools or services identified as alpha, beta, preview, pilot, early access, experimental or similar.

“Candidate” means an individual whose information is processed in the Services as a current, past or prospective job applicant or sourcing prospect.

“Credit Pack” means a prepaid quantity of Usage Credits purchased by Customer.

“Customer Data” means all data, content and information, including personal information about Candidates, contacts and Authorized Users, that Customer or its Authorized Users submit to the Services, or that the Services collect or generate on Customer’s behalf. Customer Data does not include Usage Data or REQeV Materials.

“Documentation” means REQeV’s then-current user guides, help center articles and technical documentation for the Services.

“DPA” means the REQeV Data Processing Addendum, which is incorporated into this Agreement.

“Order Form” means an ordering document, online checkout page, quote or subscription confirmation that is accepted by both parties or completed through REQeV’s online checkout and that specifies the Services, quantities, Subscription Term and fees.

“Output” means content generated by an AI Feature in response to Customer’s inputs.

“REQeV Materials” means the Services, Documentation, software, APIs, browser extensions, models, templates, and all related technology, know-how and improvements, excluding Customer Data.

“Services” means the hosted services REQeV makes available under an Order Form, including REQeV ATS, REQeV Sourcing and REQeV Mission Control, together with related APIs, integrations, browser extensions, AI Features and Documentation.

“Subscription Term” means the period stated in the Order Form during which Customer may use the Services, including any renewals.

“Third-Party Integration” means any application, service, data source or platform not provided by REQeV that Customer connects to or uses with the Services.

“Usage Credits” means units that are consumed when Customer uses metered functionality, such as contact data lookups, enrichment, outreach, or certain AI Features, as described in the Order Form or Documentation.

“Usage Data” means data about the operation, performance and use of the Services, such as logs, feature usage metrics and diagnostics, that does not identify Customer, any Authorized User or any Candidate.

2. Order Forms and Online Checkout

2.1 Ordering. Customer may purchase subscriptions and Credit Packs through an Order Form signed by both parties or through REQeV’s online checkout at reqev.com. Each Order Form is governed by and incorporates this Agreement. An Affiliate of Customer may enter into its own Order Form, in which case that Affiliate is the “Customer” for that Order Form.

2.2 Online checkout. When Customer purchases through online checkout, the plan, price, billing frequency, renewal terms and cancellation method shown at checkout form the Order Form. REQeV will send a confirmation that summarizes these terms. Payments made through online checkout are processed by our payment processor, Stripe, Inc., and REQeV does not store full card numbers.

2.3 Order of precedence. If documents conflict, the following order applies, from highest to lowest: (1) the Order Form, (2) the DPA, (3) this Agreement, and (4) any policies, Documentation or other terms incorporated by reference. An Order Form controls only for the specific transaction it covers, and only if it expressly identifies the provision of this Agreement it overrides.

2.4 No additional terms. Terms in a Customer purchase order, vendor portal, or similar document do not apply, even if REQeV accepts or acknowledges the document. Those documents are for Customer’s administrative convenience only.

3. Access Rights and Authorized Users

3.1 Access grant. Subject to this Agreement and payment of applicable fees, REQeV grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorized Users to access and use the Services for Customer’s internal business purposes, within the limits in the Order Form and Documentation.

3.2 Authorized Users. User accounts are for a single named individual and may not be shared. Customer may reassign a seat to a new Authorized User when the prior user no longer needs access. Customer is responsible for its Authorized Users’ compliance with this Agreement and for all activity under its accounts.

3.3 Account security. Customer will keep credentials confidential, use available security features such as multi-factor authentication where appropriate, and promptly notify support@reqev.com of any suspected unauthorized access. REQeV is not responsible for losses caused by Customer’s failure to protect its credentials.

3.4 Usage limits. The Services are subject to the seat counts, record limits, API rate limits and other limits in the Order Form and Documentation. If Customer exceeds a contractual limit, REQeV may invoice for the excess at then-current rates or work with Customer to move to an appropriate plan.

3.5 Restrictions. Customer will not, and will not allow anyone to:

• sell, resell, rent, lease or make the Services available to anyone other than Authorized Users, except as expressly allowed in an Order Form;
• copy, modify, or create derivative works of the REQeV Materials;
• reverse engineer, decompile or attempt to derive source code, model weights or underlying structure, except to the extent applicable law prohibits this restriction;
• access the Services to build a competing product or to benchmark for publication without REQeV’s written consent;
• use scraping tools, bots or automated means to access the Services other than through documented APIs;
• bypass or interfere with security, rate limits, usage metering or access controls;
• upload malicious code or use the Services to send spam or unlawful communications;
• use the Services in violation of the Acceptable Use Policy or applicable law.

3.6 Suspension. REQeV may suspend access to the affected part of the Services if Customer’s use poses a security risk, threatens the integrity or availability of the Services, violates Section 3.5 or the Acceptable Use Policy, or if undisputed fees are more than 30 days overdue. REQeV will give notice before suspension where reasonably practicable, limit the suspension to what is necessary, and restore access promptly once the issue is resolved.

4. Usage Credits and Credit Packs

4.1 Consumption. Certain features consume Usage Credits at the rates stated in the Order Form or Documentation. Usage Credits are drawn first from any credits included with Customer’s subscription and then from purchased Credit Packs, unless the Documentation states otherwise. REQeV’s metering records are the basis for credit consumption, and REQeV will make usage reports available in the Services.

4.2 Expiry. Usage Credits expire at the end of the period stated in the applicable Order Form. If an Order Form does not state an expiry period, credits included in a subscription expire at the end of the billing period in which they are granted, and Credit Pack credits expire 12 months after purchase. Expired credits have no value and do not roll over.

4.3 Non-refundable. Credit Packs are prepaid and non-refundable, and unused Usage Credits are not redeemable for cash, refunds or other credit, except where this Agreement expressly provides otherwise or applicable law requires. Usage Credits are not transferable between customers.

4.4 Rate changes. REQeV may change credit consumption rates for a feature with at least 30 days’ notice. Changes do not reduce the number of credits in a Credit Pack already purchased, but do apply to consumption after the effective date of the change.

4.5 Effect of termination. If this Agreement ends because Customer terminates for REQeV’s uncured material breach, or because REQeV discontinues the affected Services under Section 16.2 or Section 23, REQeV will refund the prorated value of unexpired, unused Credit Pack credits. In all other cases unused credits are forfeited when the Agreement ends.

5. Customer Data

5.1 Ownership. As between the parties, Customer owns all rights, title and interest in Customer Data. REQeV obtains no ownership rights in Customer Data under this Agreement.

5.2 License to REQeV. Customer grants REQeV and its subprocessors a worldwide, non-exclusive, royalty-free license during the Subscription Term, and for any post-termination period described in Section 11, to host, copy, transmit, process, display and otherwise use Customer Data only as needed to provide, secure, support and maintain the Services, to prevent or address technical or security issues, and as otherwise permitted by this Agreement, the DPA or Customer’s instructions.

5.3 Data processing. Each party will comply with the DPA. For Customer Data that is personal information, Customer is the controller or “business” and REQeV is the processor or “service provider,” as described in the DPA.

5.4 Usage Data. REQeV may collect and use Usage Data to operate, secure, analyze and improve the Services and for other lawful business purposes. REQeV will not use Usage Data in a way that identifies Customer, Authorized Users or Candidates to third parties.

5.5 Aggregated data. REQeV may create de-identified or aggregated data derived from Customer Data, so long as it cannot reasonably be used to identify Customer or any individual. REQeV will use such data only to operate and improve the Services and will maintain reasonable measures to prevent re-identification, as required by applicable privacy law.

5.6 Feedback. If Customer provides suggestions or feedback, REQeV may use them without restriction or obligation. Feedback does not include Customer Data or Customer’s Confidential Information.

6. Customer Responsibilities

6.1 Lawful collection and rights. Customer is responsible for the accuracy, quality and legality of Customer Data and for how it was obtained. Customer represents that it has all rights, notices and consents needed to submit Customer Data to the Services and for REQeV to process it under this Agreement.

6.2 Employment and anti-discrimination law. Customer is solely responsible for its recruiting, hiring, placement and employment decisions and for complying with all applicable employment laws. These include anti-discrimination and equal opportunity laws, pay transparency laws, background check and “ban the box” laws, and record retention requirements. Customer will not use the Services to discriminate on the basis of any legally protected characteristic.

6.3 Consumer reports and FCRA. The Services are not a consumer reporting agency, and REQeV does not furnish consumer reports as defined in the U.S. Fair Credit Reporting Act (“FCRA”) or similar state laws. Customer will not use any information obtained through the Services as a factor in determining a person’s eligibility for employment, credit, insurance or housing in a way that would make that information a consumer report. If Customer uses a consumer reporting agency through a Third-Party Integration, Customer is responsible for FCRA compliance, including disclosures, authorizations and adverse action notices.

6.4 Candidate notices. Customer will provide all notices and obtain all consents required by law for processing Candidate information, including notices at collection, privacy notices for job applicants, and notices about the use of automated tools in hiring. REQeV’s Candidate Privacy Notice describes REQeV’s own practices and does not replace Customer’s notices.

6.5 Communications consent. If Customer uses the Services to send emails, text messages, calls or other outreach, Customer is the sender and is responsible for compliance with communications laws. These include the Telephone Consumer Protection Act (“TCPA”), the CAN-SPAM Act, Canada’s Anti-Spam Legislation, and state telemarketing and messaging laws. Customer will obtain any required prior express consent, honor opt-out requests promptly, include accurate sender information and a working unsubscribe method, and respect do-not-contact requests recorded in the Services.

6.6 Sensitive data. Customer will not submit to the Services government identification numbers, financial account numbers, health information, biometric data, or other sensitive categories of personal information unless the Services are designed to process that data and Customer has a lawful basis to do so. Customer is responsible for any sensitive data it chooses to upload.

6.7 Customer systems. Customer is responsible for its own internet access, devices, browsers and systems used to access the Services, and for configuring the Services, including user permissions and retention settings, to meet its needs.

7. AI Features

7.1 Use of AI Features. The Services include AI Features that may help Customer draft job descriptions, summarize resumes, suggest matches, generate outreach, or organize recruiting work. Customer may choose whether to enable AI Features where the Services offer that setting. AI Features may be provided using third-party model providers, acting as REQeV’s subprocessors, as listed on REQeV’s Subprocessors page.

7.2 Outputs. As between the parties and to the extent permitted by law, Customer owns Outputs. Outputs are generated probabilistically, may be inaccurate, incomplete or similar to outputs provided to others, and may not be protected by intellectual property rights. Customer is responsible for reviewing Outputs before using or relying on them.

7.3 Human review of hiring decisions. AI Features are tools to assist people, not to replace their judgment. Customer will ensure that a qualified human reviews any Output before it is used to reject, advance, rank, hire or otherwise make a decision about a Candidate. Customer will not use AI Features to make solely automated decisions that produce legal or similarly significant effects on individuals.

7.4 AI and automated decision laws. Customer is responsible for determining whether its use of AI Features is subject to laws regulating automated employment decision tools or AI systems, such as bias audit, notice, opt-out or impact assessment requirements, and for meeting those requirements. On request, REQeV will provide reasonably available information about how an AI Feature works to help Customer comply.

7.5 No training on Customer Data. REQeV will not use Customer Data or Outputs to train, fine-tune or improve general-purpose AI models that are made available to other customers, and will not permit its model providers to do so, unless Customer gives its prior written consent. REQeV may use Customer Data to provide AI Features to Customer, including through Customer-specific configurations, and may use Usage Data to improve the Services.

7.6 AI restrictions. Customer will not use AI Features to infer protected characteristics of individuals, to generate unlawful or discriminatory content, or in violation of the usage policies of REQeV’s model providers that REQeV makes available to Customer.

8. Third-Party Integrations

8.1 Customer’s choice. The Services may let Customer connect Third-Party Integrations, such as email and calendar providers, job boards, HR systems and other applications. Customer’s use of a Third-Party Integration is governed by the terms between Customer and that third party.

8.2 Data exchange. When Customer enables a Third-Party Integration, Customer authorizes REQeV to exchange Customer Data with that integration as needed for it to work. The provider of a Third-Party Integration is not REQeV’s subprocessor, and REQeV is not responsible for its security, privacy practices, availability or acts.

8.3 Changes to integrations. REQeV does not guarantee the continued availability of any Third-Party Integration. If a third party stops making its service available on reasonable terms, REQeV may stop supporting it without liability to Customer.

8.4 Browser extensions and APIs. Use of REQeV browser extensions and APIs is subject to this Agreement and the Developer Terms. Customer is responsible for ensuring that information it captures through a browser extension from third-party websites is collected in compliance with those websites’ terms and applicable law.

9. Fees, Invoicing and Taxes

9.1 Fees. Customer will pay the fees in each Order Form. Unless the Order Form says otherwise, fees are stated and payable in U.S. dollars, subscription fees are billed in advance, and fees are based on the subscriptions and quantities purchased rather than actual usage. Except as expressly stated in this Agreement, payment obligations are non-cancelable and fees paid are non-refundable.

9.2 Payment by card. If Customer pays by credit card or other electronic payment method, Customer authorizes REQeV and its payment processor to charge that method for all fees when due, including renewals. Customer will keep its payment information current.

9.3 Invoicing. If REQeV invoices Customer, payment is due within 30 days of the invoice date unless the Order Form states otherwise. Customer will provide complete and accurate billing contact information and notify REQeV of changes.

9.4 Late payment. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid. Customer will reimburse REQeV’s reasonable costs of collection, including attorneys’ fees, for undisputed amounts that remain unpaid after notice.

9.5 Disputes. If Customer disputes a charge in good faith, it will notify REQeV in writing within 30 days of the invoice or charge date and pay any undisputed portion. The parties will work together in good faith to resolve the dispute, and REQeV will not suspend Services or charge interest on the disputed amount while they do so.

9.6 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value added, goods and services, withholding and similar taxes, other than taxes on REQeV’s net income, property and employees. If REQeV is required to collect a tax, it will invoice Customer unless Customer provides a valid exemption certificate. If Customer must withhold tax, it will gross up its payment so that REQeV receives the full amount invoiced.

9.7 Automatic renewal. Unless the Order Form states otherwise, each subscription automatically renews for successive periods equal to the initial Subscription Term, or 12 months if shorter, unless either party gives notice of non-renewal before the end of the current term. For online checkout, REQeV will clearly disclose the renewal terms, renewal price and cancellation method before purchase and obtain Customer’s affirmative consent to those terms.

9.8 Renewal reminders. For subscriptions with a term of one year or longer, REQeV will send a renewal reminder to Customer’s billing contact at least 15 days and no more than 45 days before the renewal date. The reminder will state the renewal date, the renewal price and how to cancel. REQeV will also notify Customer before any free trial or promotional period converts to a paid subscription.

9.9 Online cancellation. Customer may turn off auto-renewal or cancel a self-serve subscription online at any time through the billing settings in the Services, or by emailing support@reqev.com. Cancellation takes effect at the end of the then-current term, and Customer keeps access until then. For Order Forms signed with REQeV, Customer must give notice of non-renewal at least 30 days before the end of the term unless the Order Form states otherwise.

9.10 Price changes. REQeV may change its prices for a renewal term by giving Customer at least 30 days’ notice before the renewal date. If Customer does not agree to the new price, Customer may cancel before the renewal takes effect. Prices will not change during a paid Subscription Term except as stated in the Order Form or for additional purchases.

10. Term and Termination

10.1 Term. This Agreement starts when Customer first accepts it and continues until all Subscription Terms under it have ended or it is terminated as described below.

10.2 Termination for cause. Either party may terminate this Agreement or an affected Order Form by written notice if the other party materially breaches it and does not cure the breach within 30 days after receiving written notice describing it. Either party may also terminate immediately if the other party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or becomes subject to bankruptcy proceedings that are not dismissed within 60 days.

10.3 Termination of free services. REQeV may suspend or terminate any free plan, trial or Beta Feature at any time with reasonable notice where practicable.

10.4 Refund on certain terminations. If Customer terminates for REQeV’s uncured material breach, REQeV will refund any prepaid fees covering the remainder of the Subscription Term after the termination date. If REQeV terminates for Customer’s uncured material breach, Customer will pay any unpaid fees for the remainder of the Subscription Term.

11. Effect of Termination

11.1 End of access. When this Agreement or an Order Form ends, Customer’s right to use the affected Services ends, and Customer will stop using them. Any unpaid fees for the period before termination become due immediately.

11.2 Data export window. For 30 days after the end of the Subscription Term, REQeV will allow Customer to export Customer Data using the export tools in the Services or, on request to support@reqev.com, will provide an export in a standard machine-readable format. During this window Customer’s account may be limited to export functions only. Customer may request an extension. Any mandatory switching or retrieval rights under applicable law take precedence. Where the EU Data Act applies, Customer will have at least 30 calendar days for retrieval after the applicable switching transitional period ends; the window above will be extended as necessary to preserve that right.

11.3 Deletion. At Customer’s choice, REQeV will return or delete Customer Personal Data at the end of the Services as described in the DPA. Unless Customer requests earlier deletion, REQeV will preserve data for the applicable export window and then delete it from active systems without undue delay, except where retention is required by law. Backup copies will be put beyond use and overwritten under the applicable documented backup retention schedule. REQeV will provide information about that schedule on request. Retained data remains protected under Section 12 and the DPA. Export and backup schedules do not extend applicable legal deadlines for responding to or fulfilling privacy requests.

11.4 Survival. Sections 1, 4.3, 4.5, 5, 6, 7.2, 9 (for amounts owed), 11, 12, 16, 17, 18 and 21 through 28, and any other terms that by their nature should survive, survive termination.

12. Confidentiality

12.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. REQeV’s Confidential Information includes non-public aspects of the Services and pricing. Customer’s Confidential Information includes Customer Data.

12.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is received from a third party without a duty of confidentiality, or is independently developed without use of the discloser’s information.

12.3 Obligations. The recipient will use Confidential Information only to perform under or exercise its rights under this Agreement, and will protect it with at least reasonable care. The recipient may share it only with its and its Affiliates’ employees, contractors, advisors and subprocessors who need to know it and who are bound by confidentiality obligations at least as protective as these.

12.4 Compelled disclosure. The recipient may disclose Confidential Information if required by law, subpoena or court order. Where legally permitted, the recipient will give prompt notice and reasonably cooperate with the discloser’s efforts to seek protective treatment.

12.5 Remedies. Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The discloser may seek injunctive relief in addition to any other available remedies.

13. Security

13.1 Safeguards. REQeV will maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data, as described in the DPA and our Security and Privacy at REQeV. REQeV will not materially decrease the overall protection of Customer Data during a Subscription Term.

13.2 Infrastructure. The Services are hosted in the United States using Vercel, Inc. for application hosting and Supabase, Inc. for managed database services. The current list of subprocessors is available at Subprocessors.

13.3 Security incidents. REQeV will notify Customer of a security incident affecting Customer Data without undue delay and no later than 72 hours after becoming aware of it, and will provide information and assistance as described in the DPA. Customer may report suspected vulnerabilities or incidents to support@reqev.com, and our Responsible Disclosure Policy explains how.

14. Service Levels and Support

If Customer’s signed Order Form expressly incorporates the SLA, REQeV will make the covered Services available and provide support in accordance with the Service Level Agreement. A paid subscription alone does not include an uptime guarantee, service credits or the SLA’s support response targets. Where the SLA applies, the service credits and termination rights in the Service Level Agreement are Customer’s sole and exclusive remedies for any failure to meet the service levels described there.

15. Warranties and Disclaimers

15.1 Mutual warranties. Each party represents that it is validly organized, has the authority to enter into this Agreement, and will comply with the laws that apply to its performance under this Agreement.

15.2 REQeV warranties. REQeV warrants that during the Subscription Term (a) the Services will perform materially in accordance with the Documentation, and (b) REQeV will not materially reduce the overall functionality of the Services purchased.

15.3 Warranty remedy. If REQeV breaches Section 15.2, Customer must notify REQeV in writing with reasonable detail within 30 days after discovering the issue. REQeV will use commercially reasonable efforts to correct the nonconformity. If REQeV cannot do so within 30 days after notice, either party may terminate the affected Order Form, and REQeV will refund any prepaid fees for the remainder of the Subscription Term. This is Customer’s sole and exclusive remedy for breach of Section 15.2.

15.4 Exclusions. The warranties in Section 15.2 do not apply to issues caused by Customer Data, Third-Party Integrations, misuse, unauthorized modifications, free plans, trials or Beta Features.

15.5 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, OUTPUTS AND ALL REQeV MATERIALS ARE PROVIDED “AS IS,” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. REQeV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS OR THIRD-PARTY DATA WILL BE ACCURATE OR COMPLETE, OR THAT USE OF THE SERVICES WILL RESULT IN ANY PARTICULAR HIRING OUTCOME OR LEGAL COMPLIANCE.

16. Indemnification

16.1 By REQeV. REQeV will defend Customer and its Affiliates, officers, directors and employees against any third-party claim alleging that the Services, as provided by REQeV and used in accordance with this Agreement, infringe or misappropriate that third party’s patent, copyright, trademark or trade secret. REQeV will pay any damages, costs and attorneys’ fees finally awarded against Customer, or agreed in a settlement REQeV approves, arising from that claim.

16.2 Mitigation. If the Services are, or REQeV reasonably believes they may be, subject to an infringement claim, REQeV may (a) obtain the right for Customer to continue using them, (b) modify them to be non-infringing without materially reducing functionality, or (c) if neither is commercially reasonable, terminate the affected Services and refund prepaid fees for the remainder of the Subscription Term.

16.3 Exclusions. REQeV has no obligation under Section 16.1 for claims arising from Customer Data, Outputs modified by Customer, Third-Party Integrations, combination of the Services with items not provided by REQeV, modifications not made by REQeV, use of the Services in breach of this Agreement, or free plans, trials or Beta Features.

16.4 By Customer. Customer will defend REQeV and its Affiliates, officers, directors and employees against any third-party claim, including a claim or investigation by a regulator, arising from (a) Customer Data, including a claim that Customer Data infringes a third party’s rights or was collected or processed without required notice or consent, (b) Customer’s recruiting, hiring or employment decisions, (c) communications Customer sends using the Services, or (d) Customer’s or its Authorized Users’ use of the Services in breach of this Agreement, the Acceptable Use Policy or applicable law. Customer will pay any damages, fines, penalties, costs and attorneys’ fees finally awarded against REQeV, or agreed in a settlement Customer approves, arising from that claim.

16.5 Process. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a way that imposes liability or admits fault on behalf of the indemnified party without its consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

16.6 Exclusive remedy. This Section 16 states each party’s sole liability, and the other party’s exclusive remedy, for the third-party claims described in it.

17. Limitation of Liability

17.1 Exclusion of indirect damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.2 General cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

17.3 Data protection claims. DATA PROTECTION CLAIMS ARE SUBJECT TO THE GENERAL CAP IN SECTION 17.2 AND DO NOT HAVE A SEPARATE OR ADDITIONAL CAP. “DATA PROTECTION CLAIMS” MEANS CLAIMS ARISING FROM A PARTY’S BREACH OF SECTION 13 OR THE DPA THAT RESULTS IN UNAUTHORIZED ACCESS TO, OR DISCLOSURE OR LOSS OF, CUSTOMER DATA.

17.4 Excluded claims. “EXCLUDED CLAIMS” MEANS (a) A PARTY’S DEFENSE AND PAYMENT OBLIGATIONS UNDER SECTION 16, (b) A PARTY’S BREACH OF SECTION 12 (CONFIDENTIALITY), EXCLUDING BREACHES INVOLVING CUSTOMER DATA, WHICH ARE DATA PROTECTION CLAIMS, (c) CUSTOMER’S PAYMENT OBLIGATIONS, (d) CUSTOMER’S BREACH OF SECTION 3.5, AND (e) A PARTY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. THE GENERAL CAP IN SECTION 17.2 DOES NOT APPLY TO EXCLUDED CLAIMS.

17.5 Application. These limitations apply to all theories of liability, whether in contract, tort (including negligence), strict liability or otherwise, and even if a limited remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law.

18. Intellectual Property

REQeV and its licensors own all rights in the REQeV Materials. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer, whether by implication, estoppel or otherwise. REQeV’s names, logos and product names are trademarks of REQeV.

19. Publicity

REQeV may identify Customer as a customer by name and logo on its website and in marketing materials, in accordance with any trademark guidelines Customer provides. Customer may opt out at any time by emailing support@reqev.com, and REQeV will remove references within a reasonable time. Any case study, press release or quote requires Customer’s prior written approval.

20. Beta Features and Free Services

20.1 Beta Features. REQeV may offer Beta Features at its discretion. Beta Features are optional, may be changed or discontinued at any time, may not be supported, and are not covered by the Service Level Agreement.

20.2 No warranties for beta or free use. BETA FEATURES, FREE PLANS AND TRIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT OBLIGATION. REQeV’S TOTAL LIABILITY FOR THEM WILL NOT EXCEED US$100, EXCEPT WHERE LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.

20.3 Confidentiality of Beta Features. Non-public Beta Features are REQeV’s Confidential Information.

21. Export Controls and Sanctions

Each party will comply with U.S. and other applicable export control and economic sanctions laws. Customer represents that it and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted party list. Customer will not permit access to the Services in violation of these laws.

22. Anti-Corruption

Neither party has received or been offered any bribe, kickback, illegal payment or other improper inducement in connection with this Agreement. Each party will comply with the U.S. Foreign Corrupt Practices Act and other applicable anti-corruption laws. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this Section. A party that learns of a violation of this Section will promptly notify the other party.

23. Force Majeure

Neither party is liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, labor disputes not involving the affected party’s own employees, government action, and widespread failures of internet, utility or hosting infrastructure not caused by the affected party. The affected party will use reasonable efforts to mitigate the effect and resume performance. If a force majeure event continues for more than 30 days, either party may terminate the affected Order Form on written notice, and REQeV will refund prepaid fees for the remaining Subscription Term.

24. Assignment

Neither party may assign this Agreement without the other party’s prior written consent, which will not be unreasonably withheld. Either party may assign this Agreement without consent to an Affiliate or to a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided the successor is not a direct competitor of the other party. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties’ permitted successors and assigns.

25. Notices

25.1 To REQeV. Legal notices to REQeV must be sent by email to support@reqev.com, with a copy by courier or certified mail to ECDG, Inc. d/b/a REQeV, Attn: Legal, 236 West Portal Ave #390, San Francisco, CA 94127.

25.2 To Customer. REQeV may send notices to the email address or physical address in the Order Form or associated with Customer’s account administrator or billing contact. REQeV may provide general notices about the Services through the Services or on its website.

25.3 Timing. Email notices are effective one business day after sending, unless the sender receives a delivery failure message. Courier and mail notices are effective on delivery. Notices of breach, termination or an indemnifiable claim must also be sent by courier or certified mail.

26. Governing Law and Dispute Resolution

26.1 Governing law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and, as to arbitration, by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

26.2 Informal resolution. Before starting arbitration, a party must send the other a written notice describing the dispute and the relief sought. Notices to REQeV go to support@reqev.com. The parties will try in good faith to resolve the dispute for 30 days after the notice is received.

26.3 Binding arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the Services that is not resolved under Section 26.2 will be finally resolved by confidential, binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, or its Streamlined Arbitration Rules and Procedures where the amount in dispute is below the JAMS threshold for those rules. The arbitration will be heard by one arbitrator, conducted in English and seated in San Francisco, California. Either party may ask for hearings to be held by video.

26.4 Arbitrator’s authority. The arbitrator decides all questions about arbitrability and the scope of this Section, and may award any relief a court could award under this Agreement, subject to Section 17. The award will be in writing, state the reasons for it, and be final and binding. Judgment on the award may be entered in any court with jurisdiction.

26.5 Costs. Each party pays its own attorneys’ fees and costs, and the parties share the arbitration fees equally, unless the arbitrator decides otherwise under applicable law or the JAMS rules.

26.6 Exceptions. Either party may bring an individual action in small claims court for claims within its jurisdiction. Either party may also seek temporary, preliminary or permanent injunctive relief in court to protect its intellectual property or Confidential Information, or to prevent misuse of the Services, without first arbitrating.

26.7 No class or consolidated proceedings. Claims may be brought only in a party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, unless both parties agree in writing.

26.8 Courts. For any matter that is not arbitrated under this Section, and for enforcing an arbitration award, the parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

26.9 Waiver of jury trial. To the extent permitted by law, each party waives its right to a jury trial in any court proceeding arising out of or relating to this Agreement.

27. Changes to This Agreement

REQeV may update this Agreement from time to time. If an update materially and adversely affects Customer, REQeV will give at least 30 days’ notice, and the update will apply from Customer’s next renewal unless Customer agrees to it earlier. Changes required by law or relating to new features may take effect sooner. Changes to a signed Order Form require a written amendment signed by both parties.

28. General

28.1 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship.

28.2 No third-party beneficiaries. There are no third-party beneficiaries to this Agreement, except the indemnified persons named in Section 16.

28.3 Subcontractors. REQeV may use subcontractors and subprocessors to perform its obligations and remains responsible for their performance under this Agreement.

28.4 Government users. The Services are commercial computer software and commercial computer software documentation. U.S. government users receive only the rights granted to other customers under this Agreement.

28.5 Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of this Agreement will remain in effect.

28.6 Entire agreement. This Agreement, including all Order Forms and documents incorporated by reference, is the entire agreement between the parties about its subject matter and supersedes all prior agreements and understandings on that subject.

28.7 Counterparts and electronic signatures. Order Forms and amendments may be signed electronically and in counterparts, each of which is an original and all of which together are one agreement.

28.8 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” If this Agreement is translated, the English version controls.

29. Contact

Questions about this Agreement can be sent to:

• ECDG, Inc., doing business as REQeV
• 236 West Portal Ave #390, San Francisco, CA 94127
• Legal notices: support@reqev.com
• Sales and ordering: sales@reqev.com
• Support and billing: support@reqev.com