QuickOrder SaaS Subscription Agreement

This QuickOrder SaaS Subscription Agreement (this “Agreement”) is entered into by and between QuickOrder LLC, a Utah limited liability company (“QuickOrder” or “Provider”), and the customer identified in the applicable Order Form or, if no Order Form is executed, the person or entity that accepts this Agreement by creating an account, clicking to accept, or otherwise accessing or using the Service (“Customer”). This Agreement is effective as of the earlier of the date Customer first accepts it or the effective date of the applicable Order Form (the “Effective Date”). QuickOrder and Customer may be referred to herein individually as a “Party” and collectively as the “Parties.”

If Customer subscribes to the Service through QuickOrder’s self-service workflow, this Agreement is accepted by click-through assent and no handwritten or electronic signature is required. If Customer purchases an enterprise subscription, the Parties may execute one or more Order Forms or other writings that incorporate this Agreement by reference.

1. DEFINITIONS.

1.1. “Aggregated Statistics”

means data and information related to Customer’s use of the Service that is used by Provider in an aggregate and de-identified manner, including to compile statistical, benchmarking, usage, and performance information related to the provision, operation, support, and improvement of the Service, provided that Aggregated Statistics do not identify Customer, any Authorized User, or any natural person.

1.2. “Authorized User”

means Customer’s employees, contractors, and agents whom Customer authorizes to access and use the Service on Customer’s behalf, solely for Customer’s internal business purposes and subject to any limits set forth in the applicable Subscription Plan or Order Form.

1.3. “Customer Data”

means information, data, and other content, in any form or medium, that is submitted, uploaded, posted, stored, transmitted, or otherwise made available by or on behalf of Customer or any Authorized User through the Service, excluding Aggregated Statistics.

1.4. “Documentation”

means Provider’s user manuals, help center materials, technical guides, onboarding materials, and other end-user documentation that Provider makes available to Customer for the Service, whether electronically or otherwise.

1.5. “Order Form”

means an ordering document, online checkout flow, subscription checkout page, or other ordering instrument that references this Agreement and sets forth the applicable Service, Subscription Plan, fees, subscription term, and/or other commercial terms, substantially in the format set forth in Exhibit A (Order Form).

1.6. “Provider IP”

means the Service, the Documentation, all software, source code, object code, designs, workflows, interfaces, know-how, algorithms, methods, processes, configurations, models, templates, inventions, trade secrets, and other technology used to provide or made available as part of the Service, including all modifications, enhancements, updates, upgrades, derivative works, Aggregated Statistics, and Feedback, and all intellectual property rights in and to the foregoing. For clarity, Provider IP includes QuickOrder’s barcode-scanning workflows, browser-based progressive web application functionality, offline queuing and synchronization functionality, order-routing and order-splitting logic, configurable output and column-mapping functionality, and multi-tenant architecture, but excludes Customer Data.

1.7. “Service”

means QuickOrder’s hosted software-as-a-service platform and related features, functionality, and services described in the applicable Order Form, Subscription Plan, Documentation, including, as applicable, browser-based barcode scanning, order creation and routing, configurable output generation, reporting, user and vendor management, and related support.

1.8. “Subscription Plan”

means the specific service tier, feature set, and usage limits selected by Customer or specified in the applicable Order Form.

1.9. “Subscription Term”

means the initial subscription term and any renewal terms described in Section 13 or in the applicable Order Form.

1.10. “Third-Party Products”

means any third-party products, services, software, data, platforms, infrastructure, APIs, or components that are provided with, integrated with, made available through, or used by Provider in connection with the Service, including payment processors, hosting, database, storage, DNS, and email-delivery services.

2. ACCESS AND USE.

2.1. Provision of Access.

Subject to and conditioned on Customer’s payment of all fees when due and Customer’s compliance with this Agreement, Provider grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service, and a limited, non-exclusive, non-transferable, non-sublicensable license to use the Documentation, solely for Customer’s internal business purposes by Authorized Users in accordance with this Agreement, the Documentation, and the applicable Subscription Plan or Order Form.

2.2. Service Scope.

The Service is a browser-based, cloud-delivered ordering platform designed to enable authorized business users to scan product barcodes, identify products from a company-specific catalog, build orders, and transmit orders electronically to one or more configured recipients, including with configurable spreadsheet or other structured outputs. Certain features may include offline use, saved order functionality, multi-vendor routing or order splitting, configurable fields and column mapping, customer self-ordering, role-based permissions, reporting, exports, branding, and other functionality described by Provider from time to time. The Service is delivered as a hosted platform; no source code or on-premises software is licensed or sold to Customer.

2.3. Authorized Users; Account Administration.

Customer is responsible for designating its Authorized Users, managing its accounts, maintaining the confidentiality of account credentials, and ensuring that each Authorized User uses the Service only in accordance with this Agreement. Customer is responsible and liable for all actions and omissions of Authorized Users and for all access to or use of the Service through Customer’s accounts, whether or not authorized by Customer.

2.4. Use Restrictions.

Customer shall not, and shall not permit any Authorized User or other person to, directly or indirectly: (a) copy, modify, translate, adapt, or create derivative works of the Service, Documentation, or other Provider IP; (b) rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, transfer, disclose, or otherwise make the Service or Documentation available to any third party, including on a service bureau, timesharing, outsourcing, or application service provider basis; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software, source code, trade secrets, algorithms, models, or underlying ideas or know-how of the Service, except to the limited extent such restriction is prohibited by applicable law; (d) remove, alter, or obscure any copyright, trademark, patent, or other proprietary rights notices in or on the Service or Documentation; (e) access or use the Service to develop, benchmark, train, or improve any competing product or service or any machine-learning, artificial intelligence, or automated decisioning model; (f) use the Service in violation of applicable law or in a manner that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any person; (g) circumvent, disable, or interfere with any security device, access control, rate limit, or usage restriction of the Service; (h) upload, transmit, or otherwise introduce into the Service any malicious code, virus, worm, Trojan horse, time bomb, or other harmful or unauthorized code; (i) use the Service for any high-risk activity where failure of the Service could reasonably be expected to lead to death, personal injury, or severe property or environmental damage; or (j) access or use the Service other than as expressly permitted by this Agreement.

2.5. Reservation of Rights.

As between the Parties, Provider retains all right, title, and interest in and to the Provider IP. Except for the limited rights expressly granted to Customer in this Agreement, no right, license, or immunity is granted or will be deemed granted under this Agreement, whether by implication, estoppel, exhaustion, or otherwise.

2.6. Suspension.

Provider may suspend, terminate, or otherwise limit Customer’s or any Authorized User’s access to any portion or all of the Service immediately upon notice (or without notice if Provider reasonably determines notice is impracticable or would increase risk) if: (a) Provider reasonably believes that Customer’s or an Authorized User’s use of the Service poses a security risk to the Service or any other person; (b) Customer or an Authorized User violates this Agreement, applicable law, or Provider’s acceptable use requirements; (c) Customer’s account is delinquent; (d) there is a threat, attack, vulnerability, fraud event, outage, or other issue affecting the Service or any Third-Party Product; (e) a Third-Party Product provider suspends or terminates Provider’s right to use a service or component necessary to provide the Service; or (f) Provider is required to do so by law or governmental request. Provider will use commercially reasonable efforts to restore access promptly after the applicable issue is resolved. Provider will have no liability arising from any suspension or limitation implemented in accordance with this Section 2.6.

2.7. Third-Party Products.

The Service may depend upon or interoperate with Third-Party Products. Customer’s use of Third-Party Products may be subject to separate third-party terms. Provider does not control and is not responsible for any Third-Party Product, including its availability, performance, security, accuracy, legality, or acts or omissions. Provider may add, remove, substitute, or modify Third-Party Products used in connection with the Service at any time in its discretion, provided that doing so does not materially reduce the core functionality of the Service purchased by Customer during the then-current Subscription Term.

2.8. Changes to the Service.

Provider may modify, enhance, update, discontinue, or replace the Service or any features of the Service from time to time. For self-service subscriptions, Provider may also modify this Agreement prospectively upon notice to Customer by posting an updated version or by other reasonable electronic notice; provided that any material adverse change will take effect no earlier than thirty (30) days after notice unless earlier required by law or security needs. Customer’s continued use of the Service after the effective date of the updated Agreement constitutes acceptance of the updated Agreement. This Section does not limit any modification expressly agreed in an Order Form.

3. SUBSCRIPTIONS; ORDERS; PLANS.

3.1. Subscription Plans.

The Service is offered through one or more Subscription Plans with different feature sets, usage limits, support levels, and fees. Customer’s rights are limited to the Subscription Plan selected by Customer or identified in the applicable Order Form. Provider may offer free trials, beta features, trial features, promotional plans, or evaluation access subject to additional terms.

3.2. Order Forms; Self-Service Checkout.

Each purchase of the Service will be governed by this Agreement and the applicable Order Form or self-service checkout details. In the event of a conflict between this Agreement and an executed Order Form, the Order Form will control solely with respect to the subject matter of that Order Form.

3.3. Usage Limits.

Customer’s use of the Service is subject to the usage metrics, feature entitlements, and limits of the applicable Subscription Plan or Order Form, which may include limits on Authorized Users, vendors, locations, scans, product records, customer accounts, data storage, transaction volume, support entitlements, or other parameters. Customer shall not exceed those limits. If Customer exceeds an applicable limit, Provider may require Customer to upgrade Customer’s Subscription Plan, purchase additional capacity, or pay additional fees.

3.4. Free Trials and Beta Features.

If Provider offers a free trial, pilot, proof of concept, beta feature, evaluation feature, pre-release feature, or other no-fee or discounted access, Provider may modify or terminate such access at any time in its discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE SERVICE PROVIDED ON A FREE TRIAL, BETA, EVALUATION, OR PRE-RELEASE BASIS IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, SERVICE COMMITMENT, DATA RETENTION OBLIGATION, OR OTHER LIABILITY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

4. FEES AND PAYMENT.

4.1. Fees.

Customer shall pay Provider all fees and other amounts set forth in the applicable Order Form, self-service checkout flow, or Provider’s then-current pricing page for the selected Subscription Plan (collectively, the “Fees”), without offset, deduction, or withholding, except as required by applicable law.

4.2. Billing and Payment.

Unless otherwise stated in the applicable Order Form: (a) monthly subscriptions are billed in advance on a recurring monthly basis; (b) annual subscriptions are billed in advance on a recurring annual basis; (c) all amounts are due in U.S. dollars on the applicable invoice date or billing date; and (d) Customer authorizes Provider and its payment processor to charge Customer’s designated payment method for all Fees and other amounts due under this Agreement.

4.3. Taxes.

Fees and other amounts payable by Customer are exclusive of taxes, duties, levies, and similar governmental assessments, including sales, use, value-added, and withholding taxes, except taxes based on Provider’s net income. Customer is responsible for all such taxes associated with its purchases under this Agreement, other than taxes imposed on Provider’s net income. If Provider has a legal obligation to pay or collect taxes for which Customer is responsible, Provider may invoice Customer for such amounts and Customer shall pay them unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4. Late Payments.

If Customer fails to pay any undisputed amount when due, then, without limiting Provider’s other rights and remedies: (a) the overdue amount may accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, calculated daily and compounded monthly; (b) Customer shall reimburse Provider for all reasonable costs of collection, including attorneys’ fees, court costs, and collection agency fees; and (c) if the nonpayment continues for seven (7) days or more after notice, Provider may suspend access to the Service until all overdue amounts are paid in full.

4.5. Fee Changes.

For self-service subscriptions, Provider may change its pricing and fees upon at least thirty (30) days’ prior notice, with such changes taking effect at the start of the next renewal term or next billing cycle, as applicable. For annual subscriptions, fee changes will not take effect until renewal. Fees set forth in an executed Order Form may be changed only as stated in that Order Form.

4.6. No Refunds.

Except as expressly set forth in this Agreement or the applicable Order Form, all payments are non-cancelable and non-refundable.

4.7. Audit Rights.

During the Subscription Term and for two (2) years thereafter, Provider may, upon reasonable prior notice and not more than once per calendar year (unless Provider reasonably suspects fraud or material underreporting), audit Customer’s compliance with this Agreement and applicable usage limits. Customer shall cooperate with the audit and maintain complete and accurate records reasonably sufficient to verify Customer’s compliance with applicable usage metrics and payment obligations. If an audit reveals any underpayment or excess usage, Customer shall promptly pay the corresponding amounts, plus interest under Section 4.4. If the underpayment exceeds five percent (5%) for the audited period, Customer shall also reimburse Provider for the reasonable cost of the audit.

5. SERVICE LEVELS AND SUPPORT.

5.1. Availability.

Provider will use commercially reasonable efforts to make the Service available on a twenty-four (24) hour per day, seven (7) day per week basis, subject to scheduled maintenance, emergency maintenance, Force Majeure events, Service Suspensions, Third-Party Product issues, and other circumstances beyond Provider’s reasonable control. Except as expressly stated in an executed Order Form, Provider does not make any committed uptime percentage, service-level credit, or other specific availability commitment.

5.2. Planned Maintenance.

Provider may perform scheduled maintenance, updates, repairs, and other work that may temporarily affect availability of the Service. Where practicable, Provider will use commercially reasonable efforts to provide advance notice of planned maintenance.

5.3. Support.

Unless otherwise stated in an executed Order Form, Customer is entitled only to the standard support services that Provider makes generally available for the applicable Subscription Plan. Standard support may be limited to remote support during Provider’s normal business hours, may include target acknowledgement times rather than guaranteed resolution times, and does not include onsite services, custom development, implementation services, data migration, consulting, or support for issues caused by Customer systems, Customer Data, or Third-Party Products. Provider may modify its support processes and support offerings from time to time.

6. CUSTOMER RESPONSIBILITIES.

6.1. General.

Customer is solely responsible for: (a) all Customer Data, including its legality, accuracy, quality, integrity, and appropriateness; (b) obtaining and maintaining all hardware, software, browsers, mobile devices, internet connectivity, and other systems needed to access and use the Service; (c) maintaining the security and confidentiality of all credentials; (d) obtaining all consents, notices, and rights necessary for Provider to receive, process, store, transmit, and otherwise use Customer Data as contemplated by this Agreement; and (e) Customer’s relationships, transactions, and communications with its vendors, customers, personnel, and other third parties.

6.2. Compliance with Law.

Customer shall comply with all applicable laws in connection with its use of the Service, including laws relating to privacy, data protection, export controls, marketing, consumer protection, anti-spam, and record retention. Customer shall not use the Service to store or transmit any regulated data that requires heightened protection obligations unless expressly approved by Provider in writing and covered by separate contractual terms.

6.3. Prohibited Data.

Unless expressly agreed by Provider in writing, Customer shall not submit to the Service any: (a) protected health information regulated by HIPAA; (b) payment card data subject to PCI DSS (other than payment information processed directly by Provider’s payment processor); (c) government-issued identification numbers, driver’s license numbers, passport numbers, or social security numbers except to the extent strictly necessary for a specific lawful use approved by Provider; or (d) special categories of sensitive personal data under applicable law.

7. CUSTOMER DATA; LICENSE; SECURITY.

7.1. Ownership of Customer Data.

As between the Parties, Customer owns all right, title, and interest in and to Customer Data.

7.2. License to Customer Data.

Customer grants Provider and its subcontractors a non-exclusive, worldwide, royalty-free right and license during the Subscription Term and any reasonable transition period thereafter to host, reproduce, process, transmit, display, modify, create derivative formatting outputs from, and otherwise use Customer Data solely as necessary to provide, maintain, secure, support, improve, and operate the Service, to enforce this Agreement, to comply with applicable law, and to exercise Provider’s rights and perform Provider’s obligations under this Agreement.

7.3. Aggregated Statistics.

Provider may monitor use of the Service and collect, compile, create, and use Aggregated Statistics for any lawful business purpose, including to operate, monitor, maintain, secure, support, improve, develop, and market the Service and related products and services, provided that Aggregated Statistics do not identify Customer, any Authorized User, or any natural person.

7.4. Data Handling and Deletion.

During the Subscription Term, Customer may access, export, and retrieve certain Customer Data through the functionality of the Service. Upon expiration or termination of this Agreement, Customer may export Customer Data before the effective date of termination and, if requested within thirty (30) days after termination, Provider will use commercially reasonable efforts to make available one additional export of Customer Data in a standard format that Provider then supports. Thereafter, Provider may delete Customer Data from its active systems in the ordinary course, except to the extent retention is required by law, for legitimate internal compliance purposes, or pursuant to routine backup and archival processes.

7.5. Security.

Provider will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Customer acknowledges that no system is perfectly secure and that Provider does not guarantee absolute security.

8. CONFIDENTIALITY.

8.1. Definition.

“Confidential Information” means non-public information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form that the Receiving Party knows or reasonably should know is confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, product plans, roadmaps, source code, trade secrets, security information, technical architecture, non-public Documentation, Provider IP, Customer Data, and the terms of this Agreement. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was already lawfully known to the Receiving Party without confidentiality restriction before disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

8.2. Obligations.

The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information only to exercise its rights or perform its obligations under this Agreement; (b) protect the Confidential Information using at least reasonable care and no less than the care the Receiving Party uses to protect its own confidential information of similar importance; and (c) not disclose the Confidential Information except to its employees, contractors, advisors, and representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party is responsible for any breach of this Section by its personnel and representatives.

8.3. Required Disclosures.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, or court order, provided that, unless prohibited by law, the Receiving Party gives the Disclosing Party prompt prior notice and reasonable cooperation, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

8.4. Return or Destruction.

Upon expiration or termination of this Agreement or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain copies as required by law or in routine backup systems, provided that any retained Confidential Information remains subject to this Section 8.

8.5. Duration.

The obligations in this Section 8 will continue for five (5) years after the date of each disclosure, except that trade secrets and source code will remain protected for so long as they remain protectable as trade secrets under applicable law.

9. INTELLECTUAL PROPERTY; FEEDBACK.

9.1. Provider IP.

As between the Parties, Provider owns and retains all right, title, and interest in and to the Provider IP.

9.2. Feedback.

If Customer or any Authorized User provides any suggestions, ideas, comments, enhancement requests, recommendations, corrections, or other feedback regarding the Service or other Provider IP (collectively, “Feedback”), Customer hereby irrevocably assigns to Provider all right, title, and interest in and to such Feedback, and Provider may use, disclose, reproduce, license, exploit, and otherwise commercialize the Feedback for any purpose without restriction, obligation, attribution, or compensation.

9.3. No Implied Rights.

Except for the limited rights expressly granted under this Agreement, Customer receives no right, title, or interest in or to any Provider IP.

10. WARRANTIES; DISCLAIMERS.

10.1. Limited Performance Warranty.

Provider warrants solely to Customer that, during the Subscription Term, the Service will perform in all material respects in accordance with the Documentation when used by Customer in accordance with this Agreement and the Documentation. Customer’s sole and exclusive remedy, and Provider’s sole liability, for breach of this warranty is for Provider, in its discretion, to use commercially reasonable efforts to correct the non-conformity or, if Provider determines such correction is not commercially practicable, terminate the affected Service and refund to Customer any prepaid Fees covering the unused portion of the then-current Subscription Term for the affected Service.

10.2. Exclusions.

The warranty in Section 10.1 does not apply to any issue arising from or relating to: (a) Third-Party Products; (b) free trials, beta, evaluation, or pre-release features; (c) Customer Data; (d) misuse of the Service; (e) use of the Service other than in accordance with the Documentation or this Agreement; (f) any modification of the Service not made by Provider; or (g) any combination of the Service with any product, service, hardware, software, data, or process not provided by Provider.

10.3. Disclaimer.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 10.1, THE SERVICE, DOCUMENTATION, AND ALL OTHER PROVIDER IP ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE, OR THAT THE SERVICE WILL MEET CUSTOMER’S OR ANY THIRD PARTY’S REQUIREMENTS.

11. INDEMNIFICATION.

11.1. Provider Indemnification.

Provider shall defend Customer against any third-party claim alleging that the Service, when used by Customer in accordance with this Agreement and the Documentation, infringes or misappropriates such third party’s U.S. patent, copyright, or trade secret rights, and Provider shall indemnify Customer from and against damages, liabilities, settlements approved by Provider, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or agreed in settlement by Provider, in each case arising from such claim; provided that Customer: (a) promptly notifies Provider in writing of the claim; (b) grants Provider sole control of the defense and settlement of the claim, except that Provider may not settle any claim in a manner that admits liability of or imposes non-monetary obligations on Customer without Customer’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; and (c) provides reasonable cooperation, information, and assistance at Provider’s expense.

11.2. Provider Mitigation Rights.

If the Service is, or in Provider’s opinion is likely to become, the subject of a claim described in Section 11.1, Provider may, at its option and expense: (a) procure for Customer the right to continue using the affected Service; (b) modify or replace the affected Service so that it becomes non-infringing while preserving materially equivalent functionality; or (c) terminate the affected Service or this Agreement on written notice and refund any prepaid Fees for the unused portion of the then-current Subscription Term attributable to the affected Service.

11.3. Exclusions.

Provider will have no obligation under Sections 11.1 or 11.2 to the extent any claim arises from or relates to: (a) Customer Data; (b) modification of the Service not made by Provider; (c) use of the Service in combination with any product, service, hardware, software, data, or process not provided by Provider or authorized in the Documentation, if the claim would not have arisen but for such combination; (d) use of the Service after Provider notifies Customer to stop using the Service due to an actual or potential infringement claim; (e) use of the Service in breach of this Agreement or the Documentation; or (f) Third-Party Products.

11.4. Customer Indemnification.

Customer shall indemnify, defend (at Provider’s option), and hold harmless Provider, its affiliates, and its and their respective officers, directors, employees, contractors, licensors, and agents from and against any third-party claims, actions, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data, including any allegation that Customer Data or Provider’s use of Customer Data as authorized by this Agreement infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, confidentiality, or other right of any person; (b) Customer’s or any Authorized User’s use of the Service in violation of this Agreement, the Documentation, or applicable law; (c) Customer’s or any Authorized User’s negligence, willful misconduct, or fraud; (d) any combination of the Service with data, software, hardware, equipment, or services not provided by Provider; (e) any modification of the Service not made by Provider; or (f) Customer’s relationships, orders, transactions, or communications with its vendors, customers, or other third parties.

11.5. Sole Remedy.

THIS SECTION 11 STATES PROVIDER’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIM THAT THE SERVICE OR ANY PROVIDER IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

12. LIMITATIONS OF LIABILITY.

12.1. Excluded Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR REPUTATION; (c) LOSS, CORRUPTION, INACCURACY, OR INTERRUPTION OF DATA, OR COST OF RECOVERING, RESTORING, OR REPLACING DATA; (d) COST OF REPLACEMENT GOODS OR SERVICES; or (e) BUSINESS INTERRUPTION OR DELAY, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEABLE.

12.2. Cap on Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; AND (B) FIVE THOUSAND U.S. DOLLARS (US $5,000).

12.3. Carve-Outs.

THE LIMITATIONS IN THIS SECTION 12 DO NOT LIMIT OR EXCLUDE: (a) CUSTOMER’S PAYMENT OBLIGATIONS; (b) CUSTOMER’S BREACH OF SECTION 2.4, SECTION 8, OR SECTION 9; (c) EITHER PARTY’S OBLIGATIONS UNDER SECTION 11; or (d) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS IN THIS SECTION 12 APPLY ONLY TO PROVIDER’S LIABILITY AND NOT TO CUSTOMER’S LIABILITY, EXCEPT TO THE EXTENT APPLICABLE LAW REQUIRES OTHERWISE.

12.4. Basis of the Bargain.

THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. TERM; TERMINATION.

13.1. Subscription Term.

This Agreement begins on the Effective Date and continues until all Subscription Terms have expired or been terminated. Unless otherwise stated in the applicable Order Form: (a) monthly subscriptions renew automatically for successive one-month periods; and (b) annual subscriptions renew automatically for successive one-year periods, unless either Party gives notice of non-renewal before the next renewal date. The initial term and each renewal term together constitute the “Subscription Term.”

13.2. Termination for Cause.

Either Party may terminate this Agreement or the applicable Order Form immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or (b) becomes insolvent, admits in writing its inability to pay its debts as they become due, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or similar proceeding that is not dismissed within sixty (60) days, or has a receiver, trustee, or similar officer appointed for a material part of its assets.

13.3. Provider Termination Rights.

Provider may terminate this Agreement or suspend or terminate access to the Service immediately upon notice if Customer breaches Section 2.4, Section 6.2, Section 6.3, Section 8, or Section 9, or if Customer fails to pay any amount due and such failure continues for seven (7) days after notice.

13.4. Customer Cancellation for Self-Service Subscriptions.

If Customer purchased the Service through a self-service Subscription Plan, Customer may cancel the subscription at any time through the account portal or by written notice to Provider, effective at the end of the then-current paid billing period. Except as expressly set forth herein, cancellation does not entitle Customer to any refund.

13.5. Effect of Expiration or Termination.

Upon expiration or termination of this Agreement or any applicable Order Form: (a) all rights granted to Customer under this Agreement with respect to the terminated Service immediately cease; (b) Customer shall immediately stop accessing and using the terminated Service and Documentation; and (c) each Party shall comply with Section 8.4 regarding return or destruction of Confidential Information. Termination or expiration does not relieve Customer of its obligation to pay all Fees and other amounts accrued or payable before the effective date of termination.

13.6. Survival.

The following Sections survive any expiration or termination of this Agreement: Sections 1, 2.4, 2.5, 2.6, 4, 7.1, 7.2, 7.4, 8, 9, 10.3, 11, 12, 13.5, 13.6, and 14, together with any other provision that by its nature should survive.

14. GENERAL.

14.1. Entire Agreement; Order of Precedence.

This Agreement, together with each applicable Order Form, any exhibits or attachments, and any policies expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, proposals, and communications, whether written or oral, relating to such subject matter. In the event of a conflict, the order of precedence is: (a) the applicable executed Order Form; (b) this Agreement; and (c) the Documentation and other incorporated policies, unless the Order Form expressly states otherwise.

14.2. Assignment.

Customer may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law, merger, change of control, sale of assets, or otherwise, without Provider’s prior written consent. Any purported assignment in violation of this Section is null and void. Provider may assign this Agreement without Customer’s consent to an affiliate or in connection with any merger, acquisition, corporate reorganization, financing transaction, or sale of all or substantially all of Provider’s business or assets related to this Agreement.

14.3. Governing Law; Venue.

This Agreement is governed by and construed in accordance with the internal laws of the State of Utah, without regard to conflicts of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

14.4. Jury Trial Waiver; Class Action Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER MAY BRING CLAIMS AGAINST PROVIDER ONLY IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.5. Equitable Relief.

Customer acknowledges that any breach or threatened breach of Section 2.4, Section 8, or Section 9 may cause irreparable harm to Provider for which monetary damages would be inadequate. Accordingly, Provider is entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, without the necessity of posting bond or proving actual damages, in addition to any other remedies available at law or in equity.

14.6. Force Majeure.

Provider will not be liable for any delay or failure to perform any obligation under this Agreement (except payment obligations of Customer) to the extent caused by circumstances beyond Provider’s reasonable control, including acts of God, natural disasters, epidemic or pandemic events, war, terrorism, riot, civil disturbance, labor disputes, internet or telecommunications failures, utility failures, denial-of-service attacks, failures of Third-Party Products, governmental actions, or shortages of materials or transportation.

14.7. Notices.

Notices under this Agreement must be in writing and delivered by email or other means reasonably calculated to provide notice. Notices to Provider must be sent to hello@getquickorder.com (or such other address as Provider may designate). Notices to Customer may be sent to the email address associated with Customer’s account or to any address set forth in the applicable Order Form, and will be deemed effective when sent.

14.8. Export Compliance.

Customer shall comply with all applicable export control, economic sanctions, and import laws and regulations in connection with the Service. Customer represents that neither Customer nor any Authorized User is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that Customer and its Authorized Users are not listed on any U.S. government list of prohibited or restricted parties.

14.9. U.S. Government Rights.

The Service and Documentation are “commercial products,” “commercial computer software,” and “commercial computer software documentation,” as those terms are defined in applicable federal procurement regulations. If Customer is an agency, instrumentality, or contractor of the U.S. Government, Customer’s rights in the Service and Documentation are limited to those rights expressly granted under this Agreement, in accordance with 48 C.F.R. Section 12.212 and 48 C.F.R. Section 227.7202, as applicable.

14.10. Independent Contractors.

The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, fiduciary, employment, or franchise relationship between the Parties.

14.11. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing herein, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy.

14.12. Waiver; Severability.

No waiver under this Agreement is effective unless in writing and signed by the waiving Party. A waiver of any breach is not a waiver of any other breach. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the Parties will negotiate in good faith a valid, enforceable replacement provision that most closely achieves the original commercial intent.

14.13. Counterparts; Electronic Acceptance.

Order Forms and other writings under this Agreement may be executed in counterparts, including by electronic signature, and each counterpart is deemed an original. Customer’s click-through acceptance, account creation, subscription purchase, or other electronic manifestation of assent constitutes Customer’s binding agreement to this Agreement.

EXHIBIT A — ORDER FORM

This Exhibit A forms part of the Agreement. If Customer purchases via Provider’s online pricing page and checkout flow (self-service), the applicable plan, fees, and usage limits displayed at checkout constitute the “Order Form” for purposes of the Agreement. If the Parties sign an Order Form, the signed Order Form controls for the Service and Subscription Plan identified in that Order Form.

1. Service Description

“Service” means Provider’s browser-based, cloud-delivered ordering platform (a progressive web application) that enables authorized users to scan UPC/EAN product barcodes using a mobile device camera within a standard web browser, build orders with quantities and optional customer/store information, and transmit orders electronically as email(s) that include a formatted Excel attachment designed to be ERP-ready based on Customer’s configured column mapping. The Service may support offline order capture and later synchronization where supported.

• Browser-based barcode scanning (no native app download required) on supported phones, tablets, and desktops.
• Product catalog import and management (e.g., CSV/Excel) with optional missing-data alerts and deviation reporting.
• Order creation, editing, saved orders/favorites, order history, reporting, and export functionality.
• Configurable order outputs, including Excel attachments, customizable column mapping (including up to ten (10) custom data fields where enabled), and configurable subject lines/messages.
• Recipient routing (e.g., configured internal office inboxes and/or vendor recipients), with optional CC/BCC where enabled.
• Offline capability (where enabled): orders may be queued on device and transmitted when connectivity is restored.
• Branding/theming options (where enabled), such as logo and company color themes.
• Buyer/workflow features (where enabled): multi-vendor catalogs, scanning across vendors in one session, automatic vendor-based order splitting, and vendor-specific messaging.
• Optional customer self-ordering (where enabled): invite customers to place orders under Customer’s account subject to plan limits and configuration.
• Role-based access (where enabled): Admin/Manager/User roles and team invitation workflows.

2. Subscription Plans and Pricing (Summary)

The following tiers are offered as described in Provider materials and may be updated from time to time for self-service purchases. The applicable tier, included features, and any usage limits are those selected at checkout or specified in an executed Order Form.

3. Fees and Billing

Fees are as displayed during Provider’s self-service checkout flow or as specified in an executed Order Form. Unless otherwise stated in the Order Form: (a) subscriptions are billed in advance on a recurring basis (monthly or annual, as selected); (b) taxes are handled as set forth in Section 4 of the Agreement; and (c) overage fees, add-on fees, or professional services fees (if any) must be expressly stated in the Order Form or checkout.

4. Third-Party Products

The Service may depend on or interoperate with Third-Party Products, which may include (without limitation) payment processing services, hosting and edge delivery services, database/authentication services, transactional email delivery services, and DNS/security services. Examples may include Stripe (payments), Supabase (database and authentication), Resend (email delivery), Vercel (hosting), and Cloudflare (DNS), as used by Provider from time to time. Customer’s use of Third-Party Products is subject to Section 2.7 of the Agreement.

5. Support and Onboarding

Standard support is as described in Section 5 of the Agreement and may vary by tier. Enterprise support levels (including any response-time targets, implementation services, training, or dedicated support) must be stated in the applicable Order Form. Provider may make self-service onboarding materials available (e.g., product catalog import guidance, recipient configuration guidance, and basic troubleshooting).

6. Order Form (Template)

This Order Form is entered into under and subject to the Agreement. Capitalized terms not defined in this Order Form have the meanings given in the Agreement.

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