TERMS OF SERVICE AGREEMENT

Last Updated: October 1, 2025

Table of Contents

1. PARTIES AND DEFINITIONS

1.1 Parties

This Agreement is between:

• Queueme Technologies Private Limited (referred to herein as "Queueme", "Company", "We", "Us" or "Our"), an Indian private limited company with its registered office at #175, 176, Bannerghatta Rd, Dollars Colony, Phase 4, J. P. Nagar, Bengaluru, Karnataka 560076, AND
• The Customer (referred to herein as "Customer," "You," or "Your"), the business entity or organization accessing or using the Service.

1.2 Key Definitions

• "Service" or "SaaS Platform": The proprietary, web-based software-as-a-service platform provided by the Company, as described on the Company's website at https://queueme.io, including all related documentation, updates, and maintenance services.
• "Order Form" or "Subscription": The online ordering document, or sign-up flow, detailing the specific Service subscription, pricing, subscription term, and usage limits purchased by the Customer.
• "User": An individual employee, agent, or contractor of the Customer authorized by the Customer to access and use the Service on the Customer's behalf.
• "Customer Data": Any electronic data, information, or material submitted by the Customer or Users into the Service.
• "Paddle": Paddle.com Market Ltd. (or its applicable affiliated entity), our merchant of record, which processes all payments and handles related tax, compliance, and billing responsibilities.

2. PADDLE AS MERCHANT OF RECORD AND PAYMENT

2.1 Billing and Payments

All fees for the Service are processed through Paddle, our Merchant of Record. By subscribing to the Service, you acknowledge and agree that Paddle is the party legally responsible for:

• Charging you for the Service.
• Collecting and remitting all applicable sales taxes, VAT, GST, and other local taxes in your jurisdiction.
• Issuing all subscription receipts and invoices.

Your use of Paddle’s payment system is subject to their own Buyer Terms and Conditions and Privacy Policy, which you agree to review and accept.

2.2 Pricing and Subscription Terms

The pricing, billing cycle, and subscription term will be specified in your Order Form or Subscription. All payments are non-refundable. Unless otherwise stated, all subscriptions will automatically renew for a period equal to the immediately preceding subscription term, and you authorize Paddle to charge your payment method for the renewal term's subscription fee.

2.3 Refund Policy

Our refund policy is governed by the terms set forth on our website at Refund Policy and will be processed by Paddle. As a B2B SaaS service, generally, no refunds or credits are provided for partial months of service, for feature dissatisfaction, or for non-use. Exceptions may apply only as expressly stated in our separate, public Refund Policy document.

3. GRANT OF RIGHTS AND USE OF SERVICE

3.1 License Grant

Subject to the terms and conditions of this Agreement and the timely payment of all Subscription Fees, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to permit its Users to access and use the Service during the Subscription Term, solely for the Customer’s internal business operations.

3.2 Customer Responsibilities

The Customer shall:

• Be responsible for its Users’ compliance with this Agreement.
• Be responsible for the accuracy, quality, and legality of Customer Data.
• Use commercially reasonable efforts to prevent unauthorized access to or use of the Service.
• Not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service.
• Not use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.

4. INTELLECTUAL PROPERTY AND DATA OWNERSHIP

4.1 Company’s Intellectual Property

The Company retains all ownership rights, title, and interest in and to the Service, including all intellectual property rights embodied therein. No rights are granted to the Customer other than the limited right to use the Service as expressly set forth in Section 3.1.

4.2 Customer Data Ownership

The Customer retains all ownership rights, title, and interest in and to all Customer Data. The Company is granted a non-exclusive, worldwide, royalty-free license to use Customer Data only as necessary to provide, maintain, and support the Service under this Agreement.

4.3 Data Security and Privacy

The Company will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data as described in our separate Privacy Policy at Privacy Policy, which is incorporated into this Agreement by reference. Given the target US B2B market, you acknowledge the requirement to comply with the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA) if those laws apply to your Customer Data.

5. WARRANTIES AND DISCLAIMERS

5.1 Limited Warranty

The Company warrants that the Service will perform materially in accordance with the specifications described in the documentation. For any breach of this warranty, Customer's sole and exclusive remedy is, at the Company's discretion, either the repair or re-provision of the Service or a refund of the pro-rata unused portion of the subscription fees for the current term.

5.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, THE SERVICE IS PROVIDED "AS IS," AND THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY

6.1 Exclusion of Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Liability Cap

THE COMPANY'S CUMULATIVE LIABILITY TO THE CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE CUSTOMER TO PADDLE FOR THE COMPANY'S SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exclusions: The limitations in this Section 6 do not apply to: (a) your payment obligations under Section 2, (b) a party’s indemnification obligations under this Agreement, or (c) liability arising from a party’s gross negligence or willful misconduct.

7. INDEMNIFICATION

You agree to indemnify and hold harmless Queueme, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Service in violation of another party's rights, in violation of any law, in violations of any provisions of this Agreement, or any other claim related to your use of the Service.

8. TERM AND TERMINATION

8.1 Term

This Agreement commences on the date you first use the Service and continues until all Subscriptions hereunder have expired or been terminated.

8.2 Termination for Cause

Either party may terminate this Agreement for cause: (a) upon thirty (30) days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency.

8.3 Effects of Termination

Upon termination of this Agreement for any reason: (a) the Customer's right to use the Service immediately terminates, (b) the Customer must cease all use of the Service, and (c) all payment obligations accrued prior to termination remain due. Upon request by the Customer, and for a period not exceeding thirty (30) days after termination, the Company will make the Customer Data available for download. After this period, the Company will have no obligation to maintain or provide any Customer Data and will, unless legally prohibited, delete all Customer Data in its systems.

9. GENERAL PROVISIONS

9.1 Governing Law and Jurisdiction (Indian Company Focus)

This Agreement shall be governed by and construed in accordance with the laws of India, specifically the laws of the Karnataka, India, without regard to its conflict of laws principles. The parties agree that the courts in Bengaluru shall have exclusive jurisdiction to resolve any legal matter arising from the Agreement.

9.2 Dispute Resolution

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiation between the respective business representatives for a period of 30 days. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by binding arbitration administered by courts in Bengaluru. The arbitration shall be conducted in the English language.

9.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) to the extent that such failure or delay is caused by an event beyond its reasonable control, including, but not limited to, acts of God, war, acts of terrorism, or natural disasters.

9.4 Entire Agreement and Assignment

This Agreement, including all Order Forms and policies referenced herein, constitutes the entire agreement between the parties. The Customer may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in its entirety without the Customer's consent to an affiliate or in connection with a merger or acquisition.

9.5 Survival

Sections 2, 4, 5, 6, 7, 8.3, and 9 shall survive any termination or expiration of this Agreement.