Subscription Agreement

1. This agreement

This Subscription Agreement ("Agreement") is between PerqIQ LLC, a Wyoming limited liability company doing business as PerqIQ ("PerqIQ," "we," "us"), and the individual or business that accepts it ("Customer," "you"). It takes effect when you start a free trial, click "I accept," "Sign up" or a similar button, place an order for a plan (an "Order"), or first use the Services, whichever happens first.

It forms part of, and is read with, our Terms of Service, Privacy Policy and Cookie Policy. If an Order includes the private label option, the Private Label Policy also applies. If these documents conflict on billing, plans, renewal, cancellation or refunds, this Agreement controls.

Key terms. "Services" means the PerqIQ digital loyalty platform, scanner app, push notifications and related features. "Customer Data" means the information you and your Cardholders put into the Services. "Cardholders" means the people who hold your loyalty cards. "Customer-Controlled Matters" means Customer Data, your loyalty program and the rewards you offer, your messages to Cardholders, the consents and notices you must obtain, your branding, and any private label service you operate.

2. Plans and limits

PerqIQ offers the plans shown on our pricing page. At the time of this Agreement they are:

• Starter: from $69 per month. 1 promotion, 1 location, unlimited digital cards and push notifications.
• Grow: from $99 per month. 3 promotions, 3 locations, 10 managers, AI messaging, unlimited digital cards and push notifications.
• Business: from $129 per month. 10 promotions, 10 locations, 50 managers, AI messaging, unlimited digital cards and push notifications, and API access.

AI messaging creates and sends push messages to your customers automatically, based on their activity. It is included on the Grow and Business plans and is not part of Starter.

The price on our pricing page when you subscribe, or on your invoice, is the price that applies. "From" means the price listed is the starting price for that plan. Plan limits apply to your account, and you may upgrade at any time. Fees include email support.

3. 14-day free trial

New businesses may try any plan free for 14 days. We do not ask for a payment card to start the trial, and you will not be charged during it.

When the trial ends, your account is paused until you choose a plan and add a payment method. We do not move you to a paid plan automatically. We hold your account data for 30 days after the trial ends so you can pick up where you left off. After that it may be permanently deleted. One trial is available per business.

4. Access and use

Subject to this Agreement and payment of fees, we give you a limited, non-exclusive, non-transferable (except as stated in "Affiliates, assignment and force majeure") right to use the Services for your own digital loyalty program during your subscription.

5. Availability

We aim for the Services to be available 99.5% of each calendar month, not counting scheduled maintenance announced in advance, emergency security fixes, causes outside our reasonable control (including the failure of third-party services such as Apple Wallet, Google Wallet, Stripe, internet providers and hosting providers), and problems caused by you or your users (together, "Exceptions").

If availability falls below 99.5% in two consecutive months, you may end the affected plan by written notice sent within 30 days after the second month ends, and we will refund the prepaid fees for the period after the termination date (a "Pro-Rated Refund"). That is your only remedy for availability problems.

6. Support

Support is provided by email at engage@perqiq.com. We aim to respond within two business days but do not guarantee a resolution time. Your only remedy for support we fail to provide properly is that we perform the support again.

7. Security, privacy and data

• We use industry-standard measures to protect Customer Data. You are responsible for configuring the Services appropriately and for keeping your login credentials secure.
• Do not put Sensitive Information into the Services. "Sensitive Information" means payment card numbers, government identification numbers, health or medical information, and similar highly sensitive data.
• We may use usage data to manage your account, improve the Services, and produce aggregated or anonymized analytics that do not identify you or your Cardholders.
• How we handle personal information is described in our Privacy Policy. For personal information of people in the EEA, the UK or Switzerland, a Data Processing Addendum is available on request at legal@perqiq.com.

8. Your responsibilities and restrictions

• You are responsible for your Customer Data, your loyalty program, the rewards you promise and honor, and any notices and consents required from Cardholders, including consent to receive push notifications, emails or text messages.
• You may not resell or sublicense the Services (except as an Order for the private label option permits), reverse engineer them, use them beyond the plan you purchased, or use them in violation of the Acceptable Use rules in the Terms of Service.
• We may suspend a user we reasonably believe is violating this Agreement or putting the Services at risk.
• Each party will comply with the laws that apply to it, including privacy, anti-bribery and export laws.

9. Fees, billing and payment

• Billing cycle. Plans are billed monthly in advance, starting on the day you begin your paid plan, and on the same day each month after that. Your subscription renews automatically each month until you cancel. If we offer annual billing, the annual price and terms shown at checkout apply.
• Currency and method. Fees are payable in US dollars. You authorize us, through our payment processor (currently Stripe), to charge your payment method for fees, taxes and other amounts due, and you agree to keep your billing information current. Card details are collected and stored by the processor, not by PerqIQ.
• Taxes. Fees do not include sales, use, VAT or similar taxes, which are your responsibility where they apply. We will add them when required. If you must withhold taxes by law, you will pay us enough so that we receive the full amount of the fees.
• Failed payments. If a payment fails, we may retry it and notify you. If it stays unpaid, we may suspend or downgrade your account until it is paid, and may end the subscription.
• Price changes. We may change fees by giving you at least 30 days' notice before your next billing date. If you do not agree, you may cancel before the change takes effect.

10. Upgrades and downgrades

You may upgrade at any time. The higher plan takes effect immediately, and we will charge the difference for the rest of the current billing period. A downgrade takes effect at the start of your next billing period, and you must bring your account within the new plan's limits by then.

11. Term, cancellation and ending the Agreement

This Agreement lasts until your last paid plan has ended or been canceled. You may cancel at any time from your account or by emailing engage@perqiq.com. Cancellation takes effect at the end of the billing period you have already paid for, and you keep access until then.

Either party may end this Agreement for the other's material breach that is not fixed within 30 days of written notice. We may also end or suspend access immediately for non-payment or conduct that creates security or legal risk. When the Agreement ends, your access ends. If you have paid all amounts due, an authorized user may download Customer Data for up to 30 days, after which we may delete it, subject to legal retention duties. Unpaid fees become due immediately.

12. Refunds

The free trial is your chance to evaluate the Services at no cost. Because of that, fees are non-refundable once charged, and we do not give refunds or credits for partial billing periods, unused features, or time left after cancellation, except where the law requires it and in these cases, where you receive a Pro-Rated Refund of prepaid fees for the period after the termination date:

• you end a plan for repeated availability failures, as described in "Availability";
• you end this Agreement because we materially breached it and did not fix the breach within 30 days of your notice; or
• we end the Services under "Indemnification" because of an intellectual property claim.

We may, at our discretion, make an exception in a particular case.

13. Private label

If your Order includes the private label option, you may offer the Services to your own clients under your own name and domain, as set out in our Private Label Policy. That policy supplements this Agreement.

14. Ownership, feedback and confidentiality

You own your Customer Data and your trademarks and branding. We own the Services, their documentation and all related intellectual property. Any feedback you give us may be used without restriction or payment. All rights not expressly granted are reserved.

Each party will protect the other's non-public business and technical information that is marked or reasonably understood to be confidential, using at least reasonable care, and use it only to perform this Agreement. This does not apply to information that is public through no fault of the recipient, was already known or independently developed, was lawfully received from a third party, or must be disclosed by law (with notice where allowed).

15. Disclaimers

Except as expressly stated in this agreement, the services are provided "as is" and "as available," without warranties of any kind, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the services will be uninterrupted, error-free or secure, or that messages will be delivered. Statements about increased return visits or revenue describe outcomes reported for digital loyalty cards in general and are not a promise of results for your business.

16. Indemnification

By us. We will defend you against a third-party claim that the Services, as we provide them, infringe a United States patent or copyright or misappropriate a trade secret, and will pay the damages and costs finally awarded or agreed in settlement, if you promptly notify us, let us control the defense and settlement, and reasonably cooperate. This does not cover claims arising from Customer-Controlled Matters, from modifications we did not make, or from use of the Services in violation of this Agreement. If a claim is made or likely, we may modify the Services, obtain the right for you to keep using them, or end the affected Services and refund as described in "Refunds."

By you. You will defend and indemnify us, our owners, personnel and affiliates against third-party claims, and pay resulting damages, costs and reasonable attorneys' fees, arising from Customer-Controlled Matters or your breach of this Agreement.

17. Limitation of liability

Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility. Each party's total liability arising out of this agreement is limited to the fees you paid under the applicable plan in the 12 months before the event that gave rise to the claim. These limits do not apply to a party's indemnification obligations, to your obligation to pay fees, to your breach of the restrictions in "Your responsibilities and restrictions," or where the law does not allow them.

18. Publicity

Neither party may use the other's name or logo in publicity without the other's consent, except that we may list you as a customer unless you ask us in writing to stop.

19. Affiliates, assignment and force majeure

Your affiliates may use the Services under your plan if you remain responsible for their compliance and for any fees. You may not assign this Agreement without our written consent, except in a merger or sale of substantially all of your assets related to it, if you are current on payments and give us notice. We may assign this Agreement in connection with a merger, financing or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control, but this does not excuse payment obligations.

20. Changes to this Agreement

We may change this Agreement by posting a revised version at perqiq.com/subscription-agreement with a new effective date. A change takes effect at your next billing period that begins at least 30 days after posting, and we will notify you of material changes. If you do not agree, you may cancel before the change takes effect, and your plan will not renew.

21. Governing law, notices and general terms

This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-law rules, and the courts located in Laramie County, Wyoming, are the exclusive venue for disputes, as further described in the Terms of Service. Notices to us must be in writing to the postal and email addresses below. Notices to you may be sent to the email address on your account. This Agreement, with the documents it references, is the entire agreement on its subject. If a part is unenforceable, the rest stays in effect, and a failure to enforce a right is not a waiver.

22. Contact

Questions about your plan or billing? Contact us at the details below.