Terms & Conditions

Effective Date: March 5, 2026 | Last Updated: March 7, 2026

Contents

1. Agreement to Terms

2. Accounts & Access

3. Subscriptions & Billing

4. Usage & Query Limits

5. Acceptable Use

6. AI & Data Disclaimer

7. Third-Party Integrations

8. Customer Data

9. SQOR Data

10. Intellectual Property

11. Data Processing

12. Confidentiality

13. Disclaimers

14. Limitation of Liability

15. Indemnification

16. Term & Termination

17. Dispute Resolution

18. Professional Services

19. General Provisions

20. Contact

1. Agreement to Terms

These Terms and Conditions (“Agreement”) form a binding agreement between you or the business entity you represent (“Customer”) and SQOR Technologies Inc. (“SQOR,” “we,” “us”) governing access to and use of the SQOR platform, website, AI agents, automated analytical systems, decision-support workflows, APIs, and all related features and services (collectively, the “Products”).

By creating an account, clicking “I Agree,” or using the Products, Customer confirms that it has read, understood, and agrees to be bound by this Agreement. If Customer is accepting on behalf of an organization, the individual accepting represents that he or she has authority to bind that organization. This Agreement incorporates the SQOR Privacy Policy by reference.

Notice: This Agreement contains a binding arbitration clause and class action waiver in Section 17. Please read it carefully.

2. Accounts & Access

2.1 Registration

To use the Products, Customer must register and create an account with accurate, current information. Customer is solely responsible for maintaining the confidentiality of its login credentials and for all activities that occur under its account.

2.2 Account Roles

The individual who creates the account is the account owner (“Super Admin”). The Super Admin may invite additional users (“Authorized Users”) and controls all administrative functions, including user management, permissions, integrations, and approval of additional queries. Customer is wholly responsible for all actions taken by its Authorized Users as if they were actions taken by Customer directly.

SQOR reserves the right to introduce additional role-based access tiers, organizational hierarchy features, or administrative capabilities within the Products. Any such additions will be made available to Customer through the Products or applicable Order Form and will not require amendment to this Agreement.

2.3 Security

Customer must notify SQOR immediately at [email protected] if Customer suspects any unauthorized access to its account or any breach of security.

3. Subscriptions & Billing

3.1 Subscription Models

SQOR offers different subscription models depending on the applicable Product or service tier.

Self-Integrated System of Record (“SISOR” or “SOR”) Intelligence subscriptions provide access to the Products through Customer’s connection of supported third-party systems of record from SQOR’s catalog of existing integrations. SISOR subscriptions may be purchased on either a monthly or annual basis, as specified in the applicable Order Form, pricing page, or account dashboard. Customer’s subscription fees for SISOR subscriptions include all data processing, storage, and analytical operations performed by the Products. No additional infrastructure, third-party data warehouse, or external compute environment is required to use the Products at their full capability under an SISOR subscription.

In the case of SQOR-Assisted Integrations (“SAI”), including new systems of record not in the SISOR catalog, Enterprise Data Warehouse (“EDW”) connections, or manual data upload (“MDU”) subscriptions, a minimum twelve (12) month subscription commitment is required and is billed as an annual subscription, whether paid upfront or in periodic installments as specified by SQOR. SAI subscriptions encompass integrations requiring SQOR professional configuration, including but not limited to Enterprise Data Warehouse connections, custom data source onboarding, and manual data uploads.

The applicable subscription model, fees, and included usage limits for Customer’s subscription will be identified in the applicable Order Form, pricing page, or account settings.

3.2 Billing Authorization and Credit Card on File

Paid usage of the Products, whether purchased directly through the Product or invoiced, may require Customer to maintain a valid credit card or other approved payment method on file for upgrades, additional query packages, overage purchases, or other incremental usage-based purchases.

Where Customer purchases a subscription directly through the Product, Customer authorizes SQOR to automatically charge the payment method on file for applicable subscription fees, overage charges, taxes, and other amounts due under this Agreement. Where SQOR invoices Customer, SQOR may still require a valid credit card or approved payment method on file to facilitate approved upgrades, additional query packages, failed invoice recovery, or other authorized supplemental charges. For enterprise invoiced accounts, the credit card on file serves as a backup payment mechanism and is not the primary billing method.

For monthly subscriptions purchased in-app, charges will be applied at the beginning of each monthly billing cycle unless otherwise specified. For annual subscriptions paid in installments or invoiced under a separate commercial arrangement, charges will be applied according to the agreed billing schedule or invoice terms. A credit card or other approved payment method on file may be used for authorized upgrades or additional query purchases even where the base subscription is invoiced.

3.3 Renewal

Monthly subscriptions automatically renew for successive one-month periods unless canceled prior to the next billing date in accordance with the applicable cancellation process.

Annual subscriptions automatically renew for successive twelve (12) month periods at SQOR’s then- current pricing unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current subscription term.

3.4 Cancellation and Refunds

Monthly subscriptions may be canceled effective at the end of the then-current monthly billing period and before a charge for the next month is effectuated. Fees already paid for the current billing period are non-refundable unless otherwise expressly stated in this Agreement.  Annual subscriptions are non-cancellable during the applicable subscription term. Except as expressly provided in this Agreement, all fees for the remainder of the applicable subscription term remain due and payable in accordance with the agreed billing schedule and are non-refundable.

3.5 Failed Payments

If a payment attempt fails, SQOR may reattempt the charge and will notify Customer to update its payment method. If payment remains unresolved for fifteen (15) days after notice, SQOR may suspend access to the applicable paid Products until all outstanding amounts are paid in full. Suspension does not relieve Customer of its payment obligations. Customer Data is preserved during any period of suspension.

If payment remains unresolved for forty-five (45) days after the original due date, SQOR may terminate this Agreement or the affected subscription, and any unpaid amounts for the remainder of the committed subscription term will become immediately due to the extent permitted by applicable law.

3.6 Overage and Usage-Based Charges

Certain subscriptions may include usage-based fees, including charges for additional queries, processing, storage, or other consumption-based features. Where applicable, such charges will be billed to the payment method on file in accordance with the applicable pricing terms and approval workflows described in this Agreement or in the Product.

3.7 Taxes

All fees are exclusive of applicable taxes, duties, levies, or similar governmental assessments, except taxes based on SQOR’s net income. Customer is responsible for all applicable sales, use, value-added, withholding, or similar taxes associated with its purchase or use of the Products.

3.8 Pricing Changes

SQOR may modify pricing for renewal terms or future billing periods by providing advance notice. Pricing changes will not apply retroactively to the current prepaid or committed subscription term.

4. Usage & Query Limits

4.1 Monthly Query Allocation

Each subscription plan includes a monthly allocation of queries (AI-powered analyses, predictions, alerts, and related operations). Customer’s current query allocation is specified in the account dashboard and/or the applicable plan description.

4.2 Requesting Additional Queries

When an Authorized User’s monthly query allocation is approaching or has been exhausted, the Authorized User may submit a request for additional queries through the Products. Only the account Super Admin may approve requests for additional queries. Upon Super Admin approval, additional queries will be provisioned and the associated charges will be applied to the credit card on file at SQOR’s then-current overage rates. The Authorized User’s continued use of the Products will be solely dependent on Super Admin approval of requests and successful payment.

4.3 No Automatic Overages

SQOR will not automatically charge for overages without Super Admin approval. If the monthly query allocation is exhausted and no additional queries are approved, certain AI-powered features may be limited or unavailable until the next billing cycle or until additional queries are purchased.

4.4 Audit Rights for License Compliance

SQOR may, no more than once in any twelve (12) month period and upon at least ten (10) business days’ prior written notice, request reasonable information, records, and system-generated usage reports necessary to verify Customer’s compliance with this Agreement, including compliance with subscription scope, Authorized User counts, and query usage limits. Such review will be conducted through examination of platform usage logs and reports during normal business hours and in a manner designed to minimize disruption to Customer’s operations. If SQOR reasonably determines that Customer has exceeded its purchased scope of use, Customer will promptly pay the applicable additional fees for such excess use. Any non-public information disclosed in connection with such review will be treated as Customer Confidential Information under Section 12.

5. Acceptable Use

Customer agrees not to, and will ensure that its Authorized Users, directors, vendors, or representatives do not:

    (a) reverse engineer, decompile, or attempt to derive source code, algorithms, analytical methods, or proprietary processes from any component of the Products;

    (b) sell, sublicense, rent, lease, or distribute the Products or access to them to any third party;

    (c) modify, create derivative works of, or remove proprietary notices from the Products;

    (d) circumvent access controls, share login credentials, or access areas not included in Customer’s subscription;

    (e) use the Products to develop a competing product, conduct competitive analysis, or provide access to a SQOR competitor, including but not limited to developing, training, or refining any system that performs automated analytical operations, metric extraction, or decision-support functions using methods derived from or informed by use of the Products;

    (f) use the Products to transmit malware, harmful code, or engage in any activity that disrupts the Products;

    (g) use automated bots, scrapers, or similar tools except through provided APIs;

    (h) use the Products in violation of any applicable law;

    (i) use AI Outputs as the sole basis for decisions related to employment, credit, insurance, housing, or any decision subject to regulatory requirements for human review, without independent verification and appropriate human oversight; or

    (j) publicly disclose performance or security test results without SQOR’s prior written consent. Customer may share internal benchmark results and performance evaluations with Customer’s own internal stakeholders, board members, and advisors, provided such disclosures are subject to Customer’s confidentiality obligations under Section 12.

6. AI & Data Disclaimer

Important — Please read this section carefully.

6.1 AI Outputs Are Informational Only

The Products use artificial intelligence, machine learning, and automated analytics (“AI Systems”) to generate predictions, recommendations, alerts, Execution Scores™, KPI analyses, and other outputs (“AI Outputs”). All AI Outputs are provided for informational purposes only and do not constitute professional, financial, legal, medical, or other regulated advice.

6.2 Data Quality Dependency

The accuracy, completeness, and reliability of all AI Outputs are directly dependent on the quality, completeness, accuracy, and timeliness of the underlying data provided by Customer and Customer’s connected third-party services. Inaccurate, incomplete, outdated, or corrupted source data will produce inaccurate or unreliable AI Outputs. SQOR has no control over the quality of Customer’s source data and makes no representations or warranties regarding the accuracy or fitness of AI Outputs derived from Customer-provided data.

6.3 No Guarantee of Accuracy

AI Outputs may contain errors, inaccuracies, or omissions. SQOR does not guarantee that AI Outputs will be accurate, complete, error-free, current, or suitable for any particular purpose. AI Outputs should not be relied upon as the sole basis for any decision with legal, financial, regulatory, or other significant consequences. Certain AI Outputs, including but not limited to analytical assessments, predictive ranges, and recommended courses of action, are inherently probabilistic and represent modeled estimates, not deterministic conclusions.

6.4 Customer Responsibility

Customer is solely responsible for: (a) the quality of data submitted to or connected with the Products; (b) independently verifying and validating AI Outputs before taking action; (c) all decisions made based on or influenced by AI Outputs; and (d) ensuring that AI Outputs are not used as the sole basis for decisions that have material legal, employment, financial, or regulatory consequences for any individual without appropriate human review and oversight.

6.5 AI Model Training

SQOR may use aggregated, de-identified data derived from usage of the Products to improve the AI Systems. SQOR will not use identifiable Customer Data to train AI models without Customer’s express, prior written consent. Customer may opt out of aggregated, de-identified usage by emailing [email protected].

7. Third-Party Integrations

The Products enable Customer to connect third-party systems of record (“SORs”) or SaaS tools (CRM, HRIS, finance, marketing, etc.) for data extraction and analysis. By authenticating a third-party service, Customer: (a) authorizes SQOR to access and process data from that service in a read-only capacity solely to deliver the Products; (b) represents that Customer has the rights and authority to grant such access; and (c) accepts responsibility for compliance with that service’s terms. SQOR does not write data back to, modify, or delete data within any connected third-party service.

Where Customer connects an external data warehouse or other third-party data source, Customer acknowledges that the Products independently process and store analytical results derived from ingested data within SQOR’s infrastructure, and that continued access to an external data warehouse is not required for the Products to deliver AI Outputs from previously ingested data.

SQOR may incorporate proprietary or licensed third-party data sources to enhance the analytical capabilities of the Products. Such data sources are owned or licensed by SQOR and are not Customer Data.

SQOR is not responsible for the availability, accuracy, or reliability of any third-party service, nor for any changes to third-party APIs, terms, or features that may affect the Products. SQOR is not responsible for any data loss or corruption originating from a third-party service. Customer is responsible for maintaining valid credentials for all connected services.

8. Customer Data

8.1 Ownership

“Customer Data” means any data submitted to or processed through the Products by or on behalf of Customer, including data ingested from Customer’s connected third-party services and data warehouses. Customer retains all right, title, and interest in Customer Data. Nothing in this Agreement transfers ownership of Customer Data to SQOR.

8.2 License to SQOR

Customer grants SQOR a limited, non-exclusive license to use Customer Data solely to provide and operate the Products and fulfill SQOR’s obligations under this Agreement. This license terminates upon termination of this Agreement.

8.3 Data Storage and Continuity

Customer Data ingested into the Products is stored and maintained within SQOR’s infrastructure for the duration of the Subscription Term. The Products serve as a self-contained analytical environment that does not require Customer to maintain any external data infrastructure for the Products to function. In the event Customer discontinues or decommissions a connected third-party data source, including any data warehouse or cloud infrastructure, SQOR will use commercially reasonable efforts to maintain the availability of previously ingested Customer Data within the Products for the duration of the Subscription Term, and the Products will continue to deliver AI Outputs based on ingested data without interruption. Notwithstanding the foregoing, Customer is solely responsible for maintaining independent backups of Customer Data outside of the Products. SQOR’s storage of Customer Data within the Products does not constitute a backup, disaster recovery, or archival service.

8.4 Data Export

During the Subscription Term and for thirty (30) days following termination, Customer may export Customer Data, including data originally sourced from third-party systems that Customer may have subsequently discontinued, using available Product tools or by requesting assistance at [email protected]. After this period, SQOR will delete Customer Data from production systems within thirty (30) days, except as required by law.

9. SQOR Data

In the course of providing the Products, SQOR generates and derives certain data through the operation and performance of the Products that is separate from and independent of Customer Data (“SQOR Data”). SQOR Data includes, without limitation, aggregated and de-identified data derived from Customer’s usage of the Products as described in Section 6.5, as well as any other data generated by the Products that does not identify or reasonably permit identification of Customer or any individual. SQOR Data is the sole property of SQOR. SQOR may use SQOR Data for any lawful purpose, including but not limited to improving, enhancing, and operating the Products, developing new features, conducting research, and generating aggregated benchmarks or analytical insights. For the avoidance of doubt, once Customer Data has been aggregated and de-identified such that it does not identify or reasonably permit identification of Customer or any individual, it constitutes SQOR Data and is no longer Customer Data.

10. Intellectual Property

SQOR and its licensors retain all right, title, and interest in the Products, the Site, all Documentation, and all related technology and intellectual property, including but not limited to all proprietary analytical frameworks, models, methodologies, scoring systems, taxonomies, ontologies, and intelligence systems embedded in or utilized by the Products (collectively, “SQOR Methodologies”). SQOR Methodologies constitute SQOR’s trade secrets and Confidential Information. Except for the limited license in this Agreement, SQOR reserves all rights.

Any feedback, suggestions, or ideas Customer provides about the Products may be used by SQOR for any purpose without obligation to Customer.

11. Data Processing

11.1 Roles

To the extent that Customer Data contains personal data, Customer is the data controller (or “business” under the CCPA) and SQOR is the data processor (or “service provider”). SQOR will process personal data only in accordance with Customer’s documented instructions as set forth in this Agreement, and only as necessary to provide the Products.

11.2 SQOR’s Obligations

SQOR will: (a) process personal data only as instructed by Customer and as necessary to deliver the Products; (b) ensure that personnel with access to personal data are bound by confidentiality obligations; (c) implement and maintain appropriate technical and organizational security measures, including encryption in transit and at rest, access controls, and regular security testing; (d) notify Customer without undue delay upon becoming aware of a personal data breach; (e) provide reasonable assistance to Customer in responding to data subject requests (access, deletion, correction, portability) and in fulfilling Customer’s obligations under applicable data protection laws; and (f) delete or return personal data upon termination as described in Section 8.4.

11.3 Sub-Processors

Customer authorizes SQOR to engage third-party sub-processors to assist in the processing of personal data in connection with the delivery of the Products. SQOR will ensure that each sub-processor is bound by written data protection obligations no less protective than those in this Section, and SQOR remains responsible for its sub-processors’ compliance with such obligations.

SQOR may engage sub-processors in the following categories to deliver the Products:

• Cloud Infrastructure & Hosting: Third-party cloud service providers that host and store Customer Data and provide the computing infrastructure on which the Products operate.
• Payment Processing: PCI-DSS-compliant payment processors that process payment transactions on SQOR’s behalf. SQOR does not store full credit card numbers; payment data is handled directly by the payment processor.
• Email & Communications: Service providers that deliver transactional emails, system notifications, alerts, and account-related communications on SQOR’s behalf.
• Customer Support: Support platform providers used to manage and respond to Customer support requests, which may incidentally process personal data included in support tickets.
• Analytics & Monitoring: Product analytics, error tracking, and performance monitoring tools used to monitor Product health and diagnose issues.
• Authentication & Security: Identity management and authentication providers that facilitate secure login, single sign-on (SSO), and multi-factor authentication for Authorized Users.
• AI & Machine Learning Services: To the extent SQOR utilizes any third-party AI or machine learning service providers, such providers are treated as sub-processors and are bound by data protection agreements that prohibit the use of Customer Data for training their own models.
• SQOR Affiliates: SQOR’s subsidiaries and affiliated entities may function as sub-processors to provide development, support, or operational services to the extent their personnel have access to Customer personal data.
• A current list of specific sub-processors is available upon written request to [email protected]. The specific sub-processors engaged by SQOR may change from time to time. SQOR will use commercially reasonable efforts to notify Customer of material changes to its sub-processor list by email or in-product notification. If Customer has a reasonable, documented objection to a new sub-processor based on data protection grounds, Customer may notify SQOR at [email protected], and the parties will discuss the concern in good faith. If the concern cannot be resolved, Customer may terminate the affected subscription and receive a pro-rata refund of unused prepaid fees as its sole remedy.

11.4 International Transfers

Customer Data is processed and stored in the United States unless otherwise specified in an applicable Order Form. SQOR may offer additional data residency options for applicable subscription tiers. Where required by applicable data protection law (e.g., GDPR), SQOR will implement appropriate transfer safeguards, including Standard Contractual Clauses or reliance on the EU-U.S. Data Privacy Framework.

11.5 CCPA Compliance

To the extent SQOR acts as a “service provider” under the CCPA, SQOR will not sell or share Customer personal information, will not use it for any purpose other than providing the Products, and will not use it outside the direct business relationship between SQOR and Customer.

11.6 Customer Responsibilities

Customer is responsible for: (a) complying with applicable data protection laws in its collection and provision of personal data to SQOR; (b) ensuring it has all necessary consents and legal bases for SQOR’s processing; and (c) determining whether the Products’ security measures are adequate for Customer’s data.

11.7 Security & Compliance Program

SQOR maintains an information security and compliance program designed to support the secure delivery of the Products. SQOR may make summary information regarding its security program available to Customer upon written request and subject to appropriate confidentiality restrictions. Unless expressly stated by SQOR in writing, no such information constitutes a warranty, guarantee, or commitment that the Products will be error-free, immune from security incidents, or suitable for any particular regulatory framework.

12. Confidentiality

Each party agrees to hold the other’s confidential information (“Confidential Information”) in confidence and not to disclose it to third parties, except to employees, contractors, or advisors who need to know and are bound by equivalent obligations. Confidential Information includes, without limitation, the terms of this Agreement, technical and business information, SQOR Methodologies, SQOR Data, pricing, product roadmaps, and any information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; (c) was rightfully received from a third party without restriction on disclosure; or (d) was already in the receiving party’s possession without obligation of confidentiality prior to disclosure by the disclosing party. Confidentiality obligations survive for three (3) years after disclosure. Either party may disclose Confidential Information as required by law, provided it gives reasonable prior notice to the other party where legally permitted.

13. Disclaimers

13.1 Service Commitment

For paid subscriptions, SQOR will use commercially reasonable efforts to make the Products available at least 99.5% of the time during each calendar month, excluding scheduled maintenance, emergency maintenance, force majeure events, internet or telecommunications failures outside SQOR’s reasonable control, and downtime caused by Customer systems, third-party services, or misuse of the Products (“Service Commitment”).

Verified outages of two (2) hours or less in a given calendar day are excluded from the Service Commitment calculation and are not eligible for service credits.

If SQOR fails to meet the Service Commitment due to a verified outage attributable to SQOR lasting more than two (2) hours in a given calendar day, Customer’s sole and exclusive remedy will be a service credit calculated on a pro-rated monthly basis using the number of calendar days in the affected month to determine the affected daily subscription value. Based on that pro-rated daily subscription value: (a) for a verified outage lasting more than two (2) hours but not more than six (6) hours in a given calendar day, Customer will be eligible for a credit equivalent to one-half (1/2) day of the affected daily subscription value; and (b) for a verified outage lasting more than six (6) hours in a given calendar day, Customer will be eligible for a credit equivalent to one (1) full day of the affected daily subscription value.

Customer must request any such service credit through the support or billing request method designated by SQOR within thirty (30) days after the relevant outage and must provide reasonable details supporting the claim. Any requested service credit is subject to SQOR’s verification using its system logs, incident records, and other reasonably available operational data.

13.2 Beta Features

SQOR may from time to time make available certain alpha, beta, preview, pilot, early access, or similar features (“Beta Features”). Beta Features are provided for evaluation purposes only, may be modified or discontinued at any time, may be incomplete or contain errors, and are provided strictly on an “AS IS” and “AS AVAILABLE” basis without any warranties, Service Commitment coverage, indemnities, or support obligations unless expressly stated otherwise in writing by SQOR. Customer uses Beta Features at its own risk.

13.3 General Disclaimer

THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SQOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT.

SQOR DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

SQOR MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI OUTPUTS, PREDICTIONS, SCORES, OR RECOMMENDATIONS GENERATED BY THE PRODUCTS. ALL AI OUTPUTS ARE DEPENDENT ON THE QUALITY OF UNDERLYING DATA AND ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY.

SQOR will use commercially reasonable efforts to maintain the availability of the Products and to address reported issues in a timely manner, but does not guarantee any specific level of availability, response time, or resolution time except as expressly set forth in the Service Commitment.

14. Limitation of Liability

14.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SQOR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO SQOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.2 Exclusion of Consequential Damages

IN NO EVENT WILL SQOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF SQOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Exceptions

The service credits described in Section 13.1, if any, calculated on the applicable pro-rated monthly basis, are Customer’s sole and exclusive remedy for any failure by SQOR to meet the Service Commitment or for any verified outage otherwise covered by Section 13.1. The limitations in this Section will not apply to: (a) Customer’s payment obligations; (b) either party’s breach of confidentiality; or (c) liability arising from gross negligence or willful misconduct. Some jurisdictions do not allow certain limitations; in such cases, these limitations apply to the fullest extent permitted.

15. Indemnification

15.1 Customer Indemnification

Customer will indemnify, defend, and hold harmless SQOR and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s use of the Products; (b) Customer Data or any data Customer connects to the Products; (c) Customer’s violation of this Agreement or applicable law; or (d) Customer’s violation of any third-party rights.

15.2 SQOR Indemnification

SQOR will indemnify Customer from third-party claims alleging that Customer’s authorized use of the Products infringes such third party’s intellectual property rights. If the Products are subject to an infringement claim, SQOR may: (a) modify the Products to be non-infringing; (b) obtain a license for continued use; or (c) terminate the affected subscription and refund unused prepaid fees. SQOR has no obligation for claims arising from Customer’s modifications, data, or combination of the Products with other products not provided by SQOR. SQOR’s indemnification obligations under this Section do not extend to claims arising solely from the content of AI Outputs generated by third-party AI model providers integrated with the Products.

15.3 Process

Indemnification is conditioned on the indemnified party providing prompt notice, granting the indemnifying party sole control of defense and settlement, and providing reasonable cooperation. The indemnifying party will not settle any claim that imposes obligations on the indemnified party without prior written consent.

16. Term & Termination

16.1 Term

This Agreement begins when Customer first accesses the Products and continues until all subscriptions expire or are terminated.

16.2 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches and fails to cure within thirty (30) days of written notice to [email protected]. SQOR may also terminate immediately if Customer becomes subject to bankruptcy or insolvency proceedings.

16.3 Termination for Non-Payment

If payment remains unresolved for forty-five (45) or more days after the billing date, SQOR may terminate this Agreement. Upon termination for non-payment, all remaining fees for the Subscription Term become immediately due and payable.

16.4 Effect of Termination

Upon termination: (a) all access rights end immediately; (b) Customer has thirty (30) days to export data (see Section 8.4); (c) each party will return or destroy the other’s Confidential Information; and (d) Sections that by their nature should survive will survive, including Sections 6 (AI & Data Disclaimer), 8 (Customer Data), 9 (SQOR Data), 10 (Intellectual Property), 11 (Data Processing, to the extent necessary to govern deletion, data subject rights, and ongoing obligations), 12 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 17 (Dispute Resolution), and this Section 16.4.

16.5 Refund on SQOR Breach

If Customer terminates due to SQOR’s uncured material breach, SQOR will refund unused prepaid fees for the remaining Subscription Term.

16.6 Suspension

SQOR may suspend access (without terminating) if: (a) payment fails and is not cured within fifteen (15) days; (b) SQOR determines suspension is necessary to protect the Products, other customers, or comply with law; or (c) Customer breaches Section 5 (Acceptable Use). SQOR will use reasonable efforts to notify Customer and limit the scope of any suspension. Customer Data is preserved during suspension.

17. Dispute Resolution

17.1 Informal Resolution

Before initiating formal proceedings, Customer agrees to contact SQOR at [email protected] and attempt to resolve any dispute in good faith within thirty (30) days.

17.2 Binding Arbitration

Any dispute not resolved informally will be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will be conducted in New York, New York. The arbitrator’s award is final and binding and may be entered as judgment in any court of competent jurisdiction.

17.3 Class Action Waiver

ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. BOTH PARTIES WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

17.4 Exceptions

Either party may seek injunctive relief in court to protect intellectual property, SQOR Methodologies, or Confidential Information. Either party may bring eligible claims in small claims court.

17.5 Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.6 Prevailing Party

The prevailing party in any dispute will be entitled to recover reasonable attorneys’ fees and costs.

18. Professional Services

SQOR may offer professional services, including implementation, configuration, onboarding, and training (“Professional Services”), under a separate Statement of Work (“SOW”) or Order Form. Professional Services are not covered by this Agreement unless expressly incorporated by reference in the applicable SOW or Order Form. Unless otherwise agreed in writing, Professional Services are provided on a time- and-materials basis at SQOR’s then-current rates.

Any intellectual property, deliverables, configurations, or customizations created by SQOR in the course of providing Professional Services are and remain the property of SQOR, unless expressly stated otherwise in the applicable SOW

19. General Provisions

19.1 Best-Effort Support

SQOR will use commercially reasonable efforts to maintain the Products, address reported bugs and issues, and respond to support requests in a timely manner. Except for the Service Commitment expressly stated in Section 13.1, SQOR does not guarantee any specific response times, resolution times, or uptime levels. SQOR may perform scheduled maintenance from time to time and will use commercially reasonable efforts to provide advance notice for maintenance expected to materially impact availability.

Support requests, including service credit requests relating to Section 13.1 and the pro-rated monthly calculation described there, may be submitted through the support or billing request method designated by SQOR, including at [email protected] unless SQOR specifies another method.

19.2 Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control (natural disasters, pandemics, government actions, internet outages, cyberattacks, etc.), except that payment obligations are not excused. The affected party will promptly notify the other and use reasonable efforts to resume performance.

19.3 Assignment

Neither party may assign this Agreement without the other’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets (provided the assignee is not a direct competitor of the other party). Unauthorized assignments are void.

19.4 Amendments

SQOR may update this Agreement from time to time. For material changes, SQOR will provide at least thirty (30) days’ advance notice via email. Changes take effect at the next renewal. Continued use after changes become effective constitutes acceptance.

19.5 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions continue in full force.

19.6 No Agency

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

19.7 Entire Agreement

This Agreement, together with the Privacy Policy and any applicable Order Form or Statement of Work, constitutes the complete agreement between the parties and supersedes all prior agreements and communications regarding its subject matter.

19.8 Electronic Notices

Customer consents to receive all notices, disclosures, and communications electronically via email or in- product notification.

19.9 Export Control & Sanctions Compliance

Customer will comply with all applicable export control, trade sanctions, and import laws and regulations, including those of the United States and any other applicable jurisdiction. Customer will not

20. Contact

For all inquiries regarding this Agreement, billing, support, privacy, or any other matter, please contact:

Email: [email protected]

Mail:

SQOR Technologies Inc.

Attn: Legal

c/o Veterans Future Lab

370 Jay St 7th floor

Brooklyn, NY 11201

United States

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