Quince Logistics Solutions, LLC — Commercial Terms

Last Updated: April 8, 2026

These Commercial Terms (“Terms”) govern the logistics services provided by Quince Logistics Solutions, LLC, a Delaware limited liability company (“Service Provider”) to the customer identified in the applicable Order Form (“Customer”, and together with Service Provider, the “Parties”). These Terms are published at qls.quince.com/commercial-terms and may be updated by Service Provider from time to time in accordance with Section N.9. These Terms take effect when Customer executes an Order Form referencing these Terms, or when Customer tenders goods (“Goods”) to Service Provider. In the event of conflict between these Terms and an Order Form, these Terms control unless the Order Form expressly states otherwise.

A. Term

1. Effective Date and Duration.

These Terms become effective upon execution of the first Order Form referencing these Terms (the “Commencement Date”) and continue unless terminated by either Party with prior written notice or earlier terminated under Section L (the “Term”).

2. Order Forms.

Each Order Form remains in effect for the period specified therein and incorporates by reference the version of these Terms in effect as of the Order Form execution date, as such Terms may be updated in accordance with Section N.9. Customer has had the opportunity to review these Terms and agrees to be bound by them.

B. Scope of Services

Service Provider shall provide Customer with logistics services (“Services”) identified in these Terms or in any Order Form, in accordance with the terms of both. Services may include transportation, freight forwarding, customs brokerage, warehousing, distribution, and related logistics services as specified in the applicable Order Form.

C. Customer Obligations

1. Documentation.

Customer is responsible for completing all documentation required for the Services (“Service Documentation”) and warrants that all information provided to Service Provider—including regarding the nature, classification, description, quantity, value, origin, and destination of Goods—is true, complete, and accurate. Service Provider is entitled to rely exclusively on Customer-provided information without independent verification.

2. Compliance with Laws.

Customer warrants that all Goods tendered comply with all applicable laws and regulations, including customs, import/export, trade sanctions, hazardous materials, and labeling requirements. Customer shall comply with all applicable laws related to the Services, including USDOT, IATA, and import/export regulations. Customer shall provide Service Provider with all compliance information related to shipping, storage, and handling of Goods, and shall comply with all requirements for quality, condition, and packaging. Service Provider is not responsible for liabilities, fines, or penalties resulting from Customer’s failure to comply.

3. Import/Export Compliance.

Customer is solely responsible for determining and complying with all import, export, and customs requirements, including classification, valuation, origin marking, and documentation. Customer shall provide all necessary information for Service Provider’s compliance and promptly notify Service Provider of any changes.

4. Prohibited Goods.

Customer warrants that no Goods contain dangerous, hazardous, prohibited, or restricted materials unless disclosed in writing and accepted by Service Provider in advance. Customer shall provide all required documentation, labeling, packaging, and certifications. Service Provider may refuse, dispose of, or return undeclared dangerous or prohibited Goods at Customer’s expense and risk. Customer shall indemnify Service Provider for all costs, fines, penalties, and liabilities arising from undeclared or improperly declared Goods.

5. Customs Information.

Customer acknowledges Service Provider relies exclusively on Customer-provided information for customs declarations. Any fines, penalties, duties, or charges from governmental authorities due to inaccurate or incomplete Customer-provided information are Customer’s sole responsibility. Service Provider may refuse to handle Goods that appear to violate applicable laws.

6. Customs Broker Authority.

Customer appoints Service Provider as its agent and attorney-in-fact for customs purposes, with full authority to: (a) prepare and file customs entries and documentation; (b) represent Customer before customs and governmental authorities; (c) make elections regarding customs matters; (d) sign required documents; and (e) take actions necessary for customs clearance. Service Provider may refuse to file any customs entry if it reasonably believes Customer-provided information is inaccurate or may violate applicable laws, without liability for resulting delays. For material customs elections (binding Customer for more than one year, involving duties exceeding $50,000, or affecting classification for multiple product lines), Service Provider shall provide written notice and reasonable opportunity for Customer review. Customer holds Service Provider harmless for consequences arising from inaccurate or untimely Customer-provided information. This appointment remains effective during the Term and as needed for pending customs matters.

D. Charges and Payment

1. Service Fees.

Customer shall pay Service Provider for Services at rates set forth in the applicable Order Form (“Rates”). Service Provider may change Rates with thirty (30) days’ written notice. In addition to the Rates, Customer shall pay a fuel surcharge (“Fuel Surcharge”) on all applicable Services. The Fuel Surcharge shall be determined by Service Provider and updated on a weekly basis. The current Fuel Surcharge rate will be published on Service Provider’s website or otherwise made available to Customer. Service Provider may adjust the Fuel Surcharge at any time without prior notice to reflect changes in fuel costs.

2. Invoicing and Payment.

Service Provider shall invoice monthly in arrears. Customer shall pay invoices in US dollars at the address shown on the invoice within fifteen (15) days of invoice. Invoice disputes shall be handled pursuant to the Dispute Resolution provisions in Section N. Late payments accrue interest at the lesser of 2% per month (compounded daily) or the maximum legal rate.

3. Customer Charges.

Customer is liable for all unpaid charges relating to any shipment, including sums advanced by Service Provider, demurrage, detention, port and terminal charges, service fees, governmental fees, duties imposed after the Commencement Date, and any fines, penalties, damages, or costs incurred by Service Provider due to any violation of law or default by Customer or its agents. If compliance with changed laws requires modification of performance, such compliance shall not be a breach. If changed laws make performance economically impracticable, the Parties shall confer; failing agreement, the adversely affected Party may terminate with thirty (30) days’ written notice.

4. Remedies for Non-Payment.

Without waiving other remedies, Service Provider may: (a) suspend release of Goods or cease Services if Customer fails to pay when due or is more than ten (10) days overdue; (b) require advance payment when Customer is delinquent; (c) sell Goods after thirty (30) days’ written notice to satisfy unpaid charges (surplus returned to Customer); and (d) if freight charges remain unpaid sixty (60) days after delivery or invoice, retain an attorney and recover attorneys’ fees, court costs, and collection expenses from Customer.

5. Offsets.

Customer shall not withhold payment of any amounts due and payable to Service Provider under these Terms for any reason, including by reason of any set-off of any claim or dispute with Service Provider, whether relating to Service Provider’s breach, bankruptcy, or otherwise.

6. Credit Risk.

If Service Provider determines in its sole discretion that Customer’s financial condition is inadequate, Service Provider may without liability: (i) accelerate all amounts due; and (ii) modify payment terms, including requiring advance payment.

7. Payment Obligations.

Even if Customer directs Service Provider to bill another party, Customer remains absolutely liable for all charges, expenses, and fees (including attorneys’ fees).

8. Insecurity.

Service Provider may refuse to deliver Goods if insecure as to payment or if it does not receive reasonable assurances of full payment.

9. Records and Audit.

(a) Records. Each Party shall maintain records reasonably necessary to verify payment and performance for at least seven (7) years. Records may be inspected upon reasonable notice during regular working hours, with a representative of the non-requesting Party present. Copies shall be furnished upon request.

(b) Government Audit. Each Party shall promptly notify the other of any governmental audit related to customs services or Customer’s Goods.

E. Management Information Systems

1. Customer Information Components.

Any management information system, hardware, software, documentation, and data supplied by or derived from Customer (“Customer Information Components”) remain Customer’s or its licensor’s exclusive property, including all intellectual property rights therein. Service Provider acquires no proprietary rights and shall keep Customer Information Components free from liens and encumbrances. All software is subject to applicable license agreements. Service Provider shall treat non-public Customer Information Components as confidential pursuant to Section F and return them upon termination.

2. Service Provider Information Components.

Any management information system, hardware, software, documentation, and data supplied by or derived from Service Provider (“Service Provider Information Components”) remain Service Provider’s or its licensor’s exclusive property, including all intellectual property rights therein. Customer acquires no proprietary rights, shall treat non-public Service Provider Information Components as confidential, and shall not copy, use, modify, distribute, or disclose them without Service Provider’s prior written consent except as required by law. Customer shall keep Service Provider Information Components free from liens and return them upon termination. SERVICE PROVIDER MAKES NO WARRANTIES REGARDING SERVICE PROVIDER INFORMATION COMPONENTS.

F. Confidentiality

1. Scope of Confidential Information.

Either Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”) confidential business information, trade secrets, and other proprietary information, including the terms of these Terms and any Order Form (“Confidential Information”). Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) is obtained from a third party not prohibited from disclosure; (c) was known to the Receiving Party prior to disclosure; (d) was independently developed without use of Confidential Information; or (e) must be disclosed under applicable law, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice and reasonable assistance to contest or limit such disclosure.

2. Protection of Confidential Information.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care as its own confidential information, but no less than a commercially reasonable degree of care; (b) use Confidential Information only for rights or obligations under these Terms; and (c) disclose Confidential Information only to representatives with a need to know who are assisting the Receiving Party in exercising its rights or performing its obligations under these Terms.

3. Responsibility and Return.

The Receiving Party is responsible for breaches by its directors, officers, employees, agents, and representatives. Upon expiration or termination, the Receiving Party shall promptly return all Confidential Information at the Disclosing Party’s written request.

4. Aggregated Data.

Notwithstanding any other provision of these Terms, Service Provider may collect, use, and disclose aggregated, anonymized, or de-identified data derived from Customer’s use of the Services (“Aggregated Data”) for any lawful business purpose, including improving services, benchmarking, and analytics. Aggregated Data shall not identify Customer or any individual and shall not be considered Confidential Information.

G. Data Protection

1. Data Processing Addendum.

To the extent Service Provider processes any Personal Data (as defined in the Data Processing Addendum) in connection with the Services, including end customer shipping information such as names, addresses, phone numbers, email addresses, and order details, the Data Processing Addendum published at qls.quince.com/dpa (“DPA”) is incorporated into and forms part of these Terms. Customer agrees to the terms of the DPA by accepting these Terms.

2. Customer Obligations Regarding Personal Data.

Customer represents and warrants that: (a) it has obtained all necessary consents, authorizations, and legal bases required under applicable data protection laws to disclose Personal Data to Service Provider; (b) it has provided appropriate privacy notices to data subjects regarding the processing of their Personal Data in connection with the Services; and (c) its instructions to Service Provider regarding the processing of Personal Data comply with all applicable data protection laws.

H. Representations and Warranties

1. Mutual Representations.

Each Party represents and warrants that: (i) it has full authority to enter into these Terms; and (ii) performance of its obligations will not violate applicable law or any agreement to which it is a party.

2. Customer Representations.

(a) Title. In tendering Goods, Customer warrants that it is the owner or authorized agent of the owner, entering into these Terms for itself and on behalf of the owner.

(b) Documentation, Compliance, Prohibited Goods, Customs. Customer’s representations and warranties regarding documentation, compliance with laws, prohibited goods, customs information, and customs broker authority are set forth in Section C.

3. Service Provider Warranty.

Service Provider warrants that it shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

4. Customer’s Exclusive Remedy.

Customer’s exclusive remedy for breach of the warranty in Section H.3 is Service Provider’s refund of fees paid for the corresponding Service, except to the extent covered by applicable insurance. THIS SECTION H.4 SETS FORTH CUSTOMER’S SOLE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION H.3.

5. Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION H.3, SERVICE PROVIDER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE SERVICES, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER IMPLIED, STATUTORY, ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SERVICE PROVIDER, OR ANY OTHER PERSON ON SERVICE PROVIDER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION H.3.

I. Liability

1. Title, Risk of Loss, Damage.

Unless otherwise agreed, Service Provider does not acquire title to or assume risk of loss for Goods, regardless of any Incoterm. Customer retains all risk of loss and title; Service Provider acts solely as bailee, agent, or freight forwarder. Service Provider’s liability for loss, damage, or destruction of Goods is governed exclusively by Sections I.2 and I.3 and, where applicable, by statutory limitations (including the Carmack Amendment, Carriage of Goods by Sea Act, or Montreal Convention).

2. Lien Rights.

Service Provider has a possessory lien on all Goods for charges, advances, and expenses, including transportation, storage, handling, duties, taxes, fines, and fees. Service Provider may refuse delivery until charges are paid. If charges remain unpaid thirty (30) days after written notice, Service Provider may sell Goods at public or private sale, returning any surplus after deducting costs. Customer waives damages arising from a commercially reasonable sale.

3. Salvage.

Salvage value will be deducted from claims for loss or damage. If Customer declines to sell damaged Goods for salvage, reasonable salvage value shall be deducted from the claim. Customer has thirty (30) business days after written notice to dispose of damaged Goods, provided Service Provider receives an inspection notification form with damage details and location.

4. Claims Handling Process.

Claims by Customer for loss or damage to Goods shall be handled as follows:

1. Customer shall notify Service Provider promptly upon discovering loss or damage. Customer has one (1) month after delivery (or scheduled delivery if no delivery) to file a written claim reasonably describing the loss or damage and providing an estimate of the claim amount.
2. Service Provider shall assist Customer in resolving claims with Subcontractors and keep Customer advised of status.
3. Service Provider shall promptly investigate each claim and, within ninety (90) days, pay the claim, decline with explanation, offer settlement, or request additional information in writing.
4. Any action to recover a claim must be instituted within one (1) year after Service Provider’s written declination.
5. Customer shall not offset claims against Service charges without Service Provider’s written permission.
6. If governing law mandates longer periods for notice or suit, such longer periods control.

5. Limitations of Liability.

(a) Customer acknowledges that Services are subject to Service Provider’s or Subcontractors’ limitations of liability, and that Customer’s rights to recover for loss or damage may be limited by contract or law. Neither Service Provider nor Subcontractors are liable for service delays. Customer is responsible for procuring additional insurance to cover any potential loss exposure.

(b) IN NO EVENT SHALL SERVICE PROVIDER OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER THE DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SERVICE PROVIDER WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(c) IN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE LESSER OF (I) THE FEES PAID FOR THE SPECIFIC SHIPMENT OR SERVICE GIVING RISE TO THE CLAIM, OR (II) FIFTY THOUSAND DOLLARS ($50,000) PER OCCURRENCE.

6. Declared Value.

Customer may declare a higher value for Goods by providing written notice before tender and paying applicable excess valuation charges per the Order Form. Declared value shall not exceed actual replacement value. If Customer fails to declare a value, the limitations in Section I.5(c) apply.

7. Insurance Obligations.

During the Term and for two (2) years thereafter, Customer shall maintain cargo property and liability insurance against general liability, cargo loss and damage, and errors and omissions, with limits of at least $2,000,000 for general liability and $1,000,000 for cargo insurance. Service Provider shall be named as additional insured on cargo policies. Customer shall provide thirty (30) days’ advance written notice of cancellation or material change.

J. Indemnification

1. Indemnity by Service Provider.

Service Provider shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (“Customer Indemnitees”) from all losses, damages, liabilities, claims, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees (“Losses”) arising from: (a) Service Provider’s gross negligence, willful misconduct, or fraud in providing Services; or (b) breach of Service Provider’s representations, warranties, or covenants in these Terms—except to the extent caused by Customer’s gross negligence, willful misconduct, or fraud.

2. Indemnity by Customer.

Customer shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (“Service Provider Indemnitees”) from all Losses arising from: (a) Customer’s gross negligence, willful misconduct, or fraud; (b) breach of Customer’s representations, warranties, or covenants in these Terms; (c) Service Provider’s acts in accordance with Customer’s instructions; (d) Customer’s violation of applicable laws (including import/export and customs laws); (e) inaccurate or incomplete Customer-provided information regarding Goods or import/export status; (f) detention, demurrage, storage, re-routing, or additional handling costs due to Customer’s failure to provide timely, accurate, or complete documentation; (g) costs from Customer’s failure to take delivery when scheduled; and (h) customs duties, taxes, or fees due to Customer’s inaccurate information or non-compliant Goods—except to the extent directly caused by Service Provider’s gross negligence, willful misconduct, or fraud.

3. Third Party Claim Procedure.

The indemnifying Party’s obligations are conditioned upon:

1. prompt written notice by the indemnified Party (provided that failure to give prompt notice releases the indemnifying Party only if it materially impairs the defense);
2. the indemnifying Party having sole control of the defense and right to settle, unless the claim seeks injunctive relief against the indemnified Party or, if Customer is the indemnifying Party, the claim is by a current client, vendor, or material business relationship of Service Provider or by a governmental authority (in which case the indemnified Party controls the defense);
3. no settlement imposing obligations or admissions on the indemnified Party without its consent; the indemnified Party may employ separate counsel at its own expense; and
4. reasonable cooperation by the indemnified Party. The indemnified Party shall not settle on behalf of the indemnifying Party without consent.

4. Sole Remedy.

THIS SECTION J SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY LOSSES COVERED BY THIS SECTION J.

K. Compliance with Law

1. Mutual Compliance.

Both Parties shall comply with all applicable laws, rules, and regulations relating to their respective obligations under these Terms.

2. Customer Compliance.

Customer shall comply with all applicable laws related to the Services, including USDOT, IATA, and import/export regulations. Customer shall provide Service Provider with all compliance information related to shipping, storage, and handling of Goods, and shall comply with all requirements for quality, condition, and packaging. Service Provider is not responsible for liabilities, fines, or penalties resulting from Customer’s failure to comply.

3. Service Provider Compliance.

Service Provider shall comply with all applicable laws and, at its own expense, maintain all certifications, licenses, and permits necessary for Services.

L. Termination

1. Termination for Convenience.

Either Party may terminate these Terms or any Order Form for convenience.

2. Effects of Termination.

(a) Upon termination, all amounts owed to Service Provider become immediately due. Service Provider shall invoice for all Services within thirty (30) days, and Customer shall pay within thirty (30) days of invoice.

(b) Termination notice automatically cancels Services scheduled after the termination date. For shipments in transit, Service Provider may require cash in advance or certified check payment.

(c) Each Party shall promptly: (i) return documents and materials containing the other Party’s Confidential Information; (ii) erase Confidential Information from computer systems (except disaster recovery archives); and (iii) certify compliance in writing.

3. Survival.

Representations and warranties survive termination for twelve (12) months. This Section L, and Sections E (Management Information Systems), F (Confidentiality), G (Data Protection), H.4–H.5 (Exclusive Remedy; Disclaimer), I (Liability), J (Indemnification), M (Force Majeure), N (Non-Solicitation), and O (General), and any provision that by its nature should survive, shall survive for the period specified or, if unspecified, for twelve (12) months.

M. Force Majeure

1. Excused Performance.

No Party shall be liable for failure or delay (except payment obligations) caused by events beyond its reasonable control (“Force Majeure Events”), including: acts of God; flood, fire, earthquake, pandemic, or epidemic; war, invasion, terrorist acts, or civil unrest; government action or embargo; national or regional emergency; strikes or labor disputes; power outages, transportation shortages, or supply shortages; or any similar event materially impairing performance.

2. Notice and Mitigation.

The impacted Party shall notify the other Party as soon as commercially practicable and use diligent efforts to minimize and end the delay. If a Force Majeure Event continues for thirty (30) consecutive days, the impacted Party may terminate without liability upon ten (10) days’ notice, or if Service Provider is the impacted Party, suspend affected Services.

3. Compensation.

Customer shall compensate Service Provider for Services performed during a Force Majeure Event but not for Services not performed.

N. General

1. Notices.

All notices under these Terms (“Notice”) must be in writing and addressed to the other Party at the address specified in the applicable Order Form (or as updated in accordance with this section). Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (return receipt requested), or email (with confirmation). A Notice is effective upon receipt if the notifying Party complies with this section.

2. Dispute Resolution; Arbitration.

(a) Negotiation. The Parties shall attempt to resolve any dispute promptly by good faith negotiation between executives with settlement authority. Either Party may give written notice of a dispute. Within fifteen (15) days, the receiving Party shall respond in writing. Within thirty (30) days after the initial notice, executives shall meet and continue meeting as reasonably necessary. All negotiations are confidential and treated as settlement discussions.

(b) Arbitration. If not resolved by negotiation within forty-five (45) days after notice, disputes shall be resolved by binding arbitration on an individual basis, except that claims for equitable relief may be pursued in court upon immediate written notice.

(c) Exceptions. Except for: (i) claims for equitable relief; (ii) claims related to intellectual property ownership; (iii) claims for unpaid fees, which Service Provider may pursue in any court of competent jurisdiction; and (iv) small claims court disputes, all disputes shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on any award may be entered in any court having jurisdiction.

(d) Arbitrator Selection. For claims under $500,000, one (1) neutral arbitrator shall be selected per AAA rules. For claims of $500,000 or more, three (3) arbitrators shall serve, with each Party selecting one and those two selecting a chair. Arbitrators must be attorneys in good standing with relevant logistics, transportation, or commercial law experience, independent of all Parties.

(e) Location. Arbitration shall be conducted in San Francisco, California, or as mutually agreed. Judicial challenges to awards shall be filed in Delaware courts per Section N.3.

(f) Fees. The prevailing Party shall be awarded reasonable fees and costs, including attorneys’ fees, expert witness fees, and arbitration costs. If both Parties receive relief, the panel shall determine the prevailing Party.

3. Governing Law; Exclusive Jurisdiction.

These Terms are governed by Delaware law without regard to conflicts of law principles. Each Party irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery of Delaware (or if it lacks jurisdiction, the U.S. District Court for Delaware or other Delaware courts), waives objections to venue and inconvenient forum, and consents to service by registered or certified mail. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS. The UN Convention on Contracts for the International Sale of Goods does not apply.

4. Relationship of the Parties.

The Parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship, and neither Party has authority to bind the other.

5. Assignment.

Neither Party may assign rights or delegate obligations without the other’s prior written consent, except Service Provider may use Subcontractors and may assign to any affiliate or acquirer of all or substantially all of its assets without consent. Purported assignments in violation are void. No permitted assignment relieves the assigning Party of its obligations.

6. Further Assurances.

Upon reasonable written request, each Party shall execute documents and take actions reasonably necessary to give full effect to these Terms.

7. No Public Announcements.

(a) Neither Party shall make public statements regarding the other Party or these Terms without prior written consent, unless required by law or stock exchange rules (in which case the Parties shall cooperate on the release).

(b) Logo License. Subject to the terms of this Section N.7, Customer hereby grants to Service Provider a limited, non-exclusive, royalty-free, non-transferable, revocable license to use Customer’s name, trademarks, service marks, and logo (collectively, “Customer Marks”) solely for Service Provider’s marketing, promotional, and business development purposes, including use on Service Provider’s website, client lists, case studies, presentations, and pitch materials. Service Provider shall use Customer Marks in accordance with any brand or trademark usage guidelines provided by Customer in writing from time to time. Service Provider shall not use Customer Marks in any manner that implies endorsement, sponsorship, or affiliation beyond the actual service relationship between the Parties. Customer represents and warrants that it has the right and authority to grant the license set forth in this Section N.7(b). Customer may revoke the license granted under this Section N.7(b) at any time by providing written notice to Service Provider in accordance with Section N.1. Upon receipt of such revocation notice, Service Provider shall cease all use of Customer Marks within thirty (30) days, including removing Customer Marks from any marketing materials, websites, and other media within Service Provider’s reasonable control. The license granted under this Section N.7(b) does not require the prior written consent otherwise required under Section N.7(a).

(c) Authorized Reseller End Client Logos. To the extent Customer acts as an authorized reseller, distributor, or intermediary of Service Provider’s products or services and tenders Goods to Service Provider on behalf of Customer’s end clients, Customer hereby grants to Service Provider the same limited license described in Section N.7(b) with respect to the names, trademarks, service marks, and logos of such end clients (“End Client Marks”), solely for Service Provider’s marketing, promotional, and business development purposes. Customer represents and warrants that it has obtained, or will obtain prior to tendering Goods on behalf of any end client, all necessary rights, consents, and authorizations from each such end client to grant Service Provider the license to use End Client Marks as described in this Section N.7(c). Customer shall promptly notify Service Provider in writing if any end client revokes or restricts authorization to use its End Client Marks, and Service Provider shall cease use of the applicable End Client Marks within thirty (30) days of receipt of such notice. Customer shall indemnify, defend, and hold harmless Service Provider Indemnitees from and against all Losses arising out of or relating to any claim that Service Provider’s use of End Client Marks in accordance with this Section N.7(c) infringes or violates any third party’s intellectual property or other proprietary rights, except to the extent such claim arises from Service Provider’s use of End Client Marks outside the scope of the license granted herein. The license granted under this Section N.7(c) does not require the prior written consent otherwise required under Section N.7(a).

(d) Survival of Logo License. Upon termination or expiration of these Terms for any reason, the licenses granted under Sections N.7(b) and N.7(c) shall continue for a period of ninety (90) days following the effective date of termination or expiration solely to permit Service Provider to update or remove Customer Marks and End Client Marks from existing materials, after which all such use shall cease.

8. Accurate Information.

Customer shall provide complete, accurate, and timely information regarding Goods. Customer shall indemnify Service Provider and Subcontractors against all claims, losses, fines, and attorneys’ fees arising from incomplete, inaccurate, or untimely information.

9. Modifications to Terms.

(a) Service Provider may modify these Terms at any time by posting a revised version at qls.quince.com/commercial-terms and updating the “Last Updated” date. Service Provider will provide Customer with at least thirty (30) days’ prior written notice (by email or other reasonable means) before material modifications become effective. Non-material modifications become effective upon posting.

(b) If Customer objects to a material modification, Customer may terminate the affected Order Form(s) by providing written notice within thirty (30) days after receipt of Service Provider’s modification notice. If Customer does not terminate within this period, Customer is deemed to have accepted the modified Terms. Customer’s continued use of Services after the effective date of any modification constitutes acceptance of the modified Terms.

(c) Order Form Amendments. No amendment to an Order Form is effective unless in writing and signed by both Parties.

10. Waiver.

No waiver is effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right operates as a waiver, nor does any single exercise preclude further exercise of that or any other right.

11. Entire Agreement.

(a) These Terms (including Order Forms, the DPA, and the documents expressly incorporated by reference herein) constitute the entire agreement regarding the subject matter and supersede all prior understandings, agreements, representations, and warranties. In the event of conflict, the documents shall control in the following order of precedence: (i) the DPA (with respect to the processing of Personal Data); (ii) these Terms; (iii) the applicable Order Form; and (iv) any other documents incorporated by reference.

(b) Each Party acknowledges that it has not relied on any representation or warranty not expressly contained in these Terms.

12. Interpretation.

For purposes of these Terms: (a) “include” and similar terms are not limiting; (b) “or” is not exclusive; (c) “herein,” “hereby,” and similar terms refer to these Terms; (d) singular and plural are interchangeable; (e) gender terms include all genders; (f) section references are to these Terms; (g) references to documents mean as amended; (h) statute references include successor legislation and regulations. These Terms are not construed against any Party as drafter.

13. Severability.

If any provision is invalid or unenforceable in any jurisdiction, such invalidity does not affect other provisions or enforceability in other jurisdictions.

14. Cumulative Remedies.

All rights and remedies are cumulative and not exclusive. Exercise of any right does not preclude other available rights or remedies.

15. Equitable Remedies.

Each Party acknowledges that breach of Section F (Confidentiality), Section G (Data Protection), or Section N.2 (Solicitation of Subcontractors, by Customer) would cause irreparable harm for which monetary damages would be inadequate. The non-breaching Party may seek equitable relief, including injunction and specific performance, without posting bond or proving actual damages.

16. No Third-Party Beneficiaries.

These Terms are for the sole benefit of the Parties and their permitted successors and assigns; no other person has rights hereunder. However, all limitations of liability and defenses available to Service Provider extend to its affiliates, Subcontractors, and their respective directors, officers, employees, and agents. Customer agrees that Service Provider Indemnitees are third-party beneficiaries of the indemnification provisions in Section J.

17. Counterparts.

Order Forms may be executed in counterparts, each deemed an original. Delivery by facsimile, email, or electronic transmission (including DocuSign) has the same effect as original delivery.

18. Acceptance.

Customer accepts these Terms by: (a) executing an Order Form that references or incorporates these Terms; (b) tendering Goods to Service Provider; or (c) using the Services. Customer acknowledges that it has had the opportunity to review these Terms prior to acceptance and agrees to be bound by the version of these Terms in effect at the time of acceptance, as may be updated in accordance with Section N.9.

19. Electronic Transactions.

The Parties agree that these Terms and any Order Form may be accepted and executed electronically, and that electronic signatures, records, and communications shall have the same legal effect as their paper equivalents. Customer consents to receive all notices, disclosures, and communications related to these Terms electronically, including by email or posting to Service Provider’s website. Customer agrees that electronic records satisfy any requirement that communications be “in writing.”

20. Statute of Limitations.

Except as otherwise provided in Section I.4 (Claims Handling Process), any claim or cause of action arising out of or relating to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. Failure to bring a claim within this period constitutes a waiver of such claim.

21. Acknowledgment.

CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. CUSTOMER ACKNOWLEDGES THAT THESE TERMS INCLUDE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, INDEMNIFICATION OBLIGATIONS, A BINDING ARBITRATION PROVISION, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER. CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF IT IS ACCEPTING THESE TERMS.