Requalify Terms of Service

Effective Date: April 24, 2026 Last Updated: April 24, 2026

These Terms of Service (the "Terms" or "Agreement") govern Customer's access to and use of the Requalify cloud-based platform, websites, APIs, documentation, and related services (collectively, the "Service") made available by Requalify, LLC, a Florida limited liability company ("Requalify," "we," "us," or "our").

By clicking "I agree," creating an account, starting a free trial, or otherwise accessing or using the Service, Customer accepts and agrees to be bound by these Terms. If the person accepting these Terms is doing so on behalf of a company or other legal entity, that person represents that they have the authority to bind that entity, and in that case "Customer" or "you" refers to that entity and its authorized users.

1. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Authorized User" means an individual Customer authorizes to use the Service on Customer's behalf — for example, Customer's employees, contractors, and inspectors.
• "Customer Data" means all data, content, records, files, and information that Customer or its Authorized Users submit, upload, or transmit to the Service, including cylinder inspection records, test results, calibration data, customer lists, and uploaded documents.
• "Documentation" means the user guides, API references, and online help materials that we publish for the Service, as updated from time to time.
• "Order Form" or "Subscription" means the online checkout, invoice, or written ordering document that specifies the plan, pricing, seats, and term of Customer's subscription to the Service.
• "Platform IP" means the Service, the Documentation, Requalify's trademarks, logos, software, APIs, user interfaces, databases, and all improvements, derivatives, and related intellectual property rights.
• "Usage Data" means anonymized, de-identified, and aggregated data derived from the operation of the Service as described in Section 9.3.

2. The Service; Authorized Users

2.1 License Grant

Subject to Customer's ongoing compliance with this Agreement and payment of all applicable Fees, Requalify grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription term to access and use the Service for Customer's internal business purposes, up to the quantities and subject to the restrictions in Customer's Subscription.

2.2 Authorized Users

Customer is responsible for (a) provisioning, managing, and de-provisioning Authorized Users; (b) ensuring each Authorized User agrees to be bound by these Terms; and (c) all acts and omissions of its Authorized Users. Authorized User credentials are personal and may not be shared.

2.3 Affiliates

Customer may permit its Affiliates to use the Service under Customer's Subscription, provided that Customer remains responsible for each Affiliate's compliance with these Terms.

2.4 Restrictions

Customer will not, and will not permit any third party to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, algorithms, or underlying structure of the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction; (c) rent, lease, resell, sublicense, time-share, or otherwise make the Service available to any third party; (d) use the Service to develop a product or service that competes with the Service; (e) use the Service for benchmarking or competitive analysis without our prior written consent; (f) remove or obscure any proprietary notices; (g) upload malicious code, conduct security testing without written authorization, or circumvent access controls or usage limits; or (h) use any automated means to access or scrape the Service except through our documented APIs. Additional restrictions appear in our Acceptable Use Policy (see Section 10).

3. Free Trial

3.1 Trial Terms

If Customer signs up for a free trial, Requalify makes the Service available for a fourteen (14) day trial period ("Trial Period"). Customer must provide a valid payment method at signup. Access during the Trial Period is provided "as is" and without any warranty of any kind.

3.2 Conversion and Cancellation

Unless Customer cancels before the end of the Trial Period, Customer's subscription will automatically convert to a paid Subscription on the Subscription Term and Billing Frequency selected at signup (monthly, unless Customer selected otherwise), and the payment method on file will be charged at the then-current rate for that selection. Customer may cancel at any time before the trial ends from the billing section of the Service. Canceling before the trial ends prevents any charge.

3.3 Trial Data

Customer Data entered during the Trial Period will be retained if Customer converts to a paid plan. If Customer cancels before converting, Customer Data will be deleted in accordance with Section 16 (Data Export and Deletion).

4. Fees, Auto-Renewal, and Taxes

4.1 Fees

Customer will pay the fees for the Service ("Fees") at the rates set forth in Customer's Subscription or, if not specified there, at the current published rates at https://requalify.io/pricing (or its successor URL) ("Pricing Page"). Requalify may change rates for future billing periods upon at least thirty (30) days' advance notice to Customer.

4.2 Subscription Term and Billing Cycle

At purchase (or at trial conversion), Customer selects a Subscription Term — the committed length of the Subscription (for example, one (1) month or one (1) year, as offered at checkout) — and a Billing Frequency — how often payment is charged within that term (monthly or annually, in advance, as offered for the selected term). Fees are billed in advance on the selected Billing Frequency. The first billing occurs at the end of the Trial Period (or immediately, if Customer did not start a trial), and each subsequent charge occurs on the corresponding anniversary of that date.

4.3 Auto-Renewal; Cancellation

Customer's Subscription will automatically renew at the end of each Subscription Term for a successive term of the same length unless Customer cancels at least one (1) day before the renewal date. Customer may cancel at any time, for any reason or no reason, from the billing section of the Service ("Click-to-Cancel"). Canceling turns off renewal: Customer's access — and, for Subscriptions billed more frequently than their Subscription Term, Customer's remaining payment obligations — continue through the end of the then-current Subscription Term. No prorated refunds are provided for cancellation mid-term, except as required by law.

4.4 Auto-Renewal Disclosures (California Civil Code § 17602 and Similar Laws)

For California residents and other jurisdictions with similar consumer protections:

• Customer's Subscription renews automatically at the end of each Subscription Term, for a term of the same length, at the rate shown at checkout or the then-current rate at the time of renewal.
• Requalify will send Customer an email reminder before any price change or change in subscription terms.
• Customer may cancel the Subscription online at any time through the billing section of the Service, without having to contact customer support.

4.5 Payment Method; Failed Payments

Customer authorizes Requalify and its payment processor (currently Stripe, Inc.) to charge the payment method on file for all Fees. If a payment fails, Requalify may retry the charge, suspend access under Section 13 (Suspension), and/or terminate the Subscription for non-payment under Section 15 (Termination).

4.6 Taxes

Fees are exclusive of applicable taxes, including sales, use, VAT, GST, and similar taxes (other than taxes on Requalify's net income). Customer is responsible for all such taxes. If Requalify is required by law to collect taxes, the applicable tax amount will be added to Customer's invoice.

4.7 Late Payments

Any unpaid, undisputed amount more than thirty (30) days past due accrues interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

5. Customer's Business Responsibilities

Customer represents and warrants that: (a) it has all rights, authority, and consents necessary to submit Customer Data to the Service and to grant the license in Section 9.1; (b) its use of the Service will comply with all applicable laws and regulations; (c) it holds all required registrations, licenses, and approvals to perform the regulated activities it records in the Service (including, where applicable, a valid Requalifier Identification Number (RIN) issued by PHMSA); and (d) it will not use the Service in a manner that causes Requalify to violate any law or regulation.

6. Accounts and Security

Customer is responsible for (a) maintaining the confidentiality of its account credentials; (b) activities conducted through its account; (c) promptly notifying Requalify of any suspected unauthorized access; and (d) maintaining reasonable security practices, including access controls, multi-factor authentication where we offer it, and prompt de-provisioning of departed personnel.

7. Customer Data

7.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights. For clarity, "Customer Data" does not include Usage Data (as defined in Section 9.3), which is owned solely by Requalify.

7.2 License to Requalify

Customer grants Requalify a worldwide, non-exclusive, royalty-free license, during the Subscription term and any post-termination export period under Section 16, to host, copy, process, transmit, display, and otherwise use Customer Data solely to provide, maintain, secure, support, and improve the Service and as otherwise permitted by this Agreement.

7.3 Responsibility for Customer Data

Customer is solely responsible for the accuracy, completeness, legality, and quality of Customer Data and for obtaining any consents required for Requalify to process it.

7.4 Regulatory Records

Customer is solely responsible for its obligations to retain records under 49 CFR §180.215 and any other applicable federal, state, or local recordkeeping requirements. While the Service is designed to help Customer maintain such records, Customer bears ultimate responsibility for record retention and production to regulators.

8. Privacy

Requalify's processing of personal information in connection with the Service is described in our Privacy Policy, located at https://requalify.io/legal/privacy-policy (or its successor URL). The Privacy Policy is incorporated into this Agreement by reference.

9. Intellectual Property

9.1 Platform IP

Requalify and its licensors own and retain all right, title, and interest in and to the Platform IP. Except for the limited rights expressly granted in Section 2.1, no rights are granted to Customer, by implication, estoppel, or otherwise.

9.2 Feedback

If Customer provides Requalify with any suggestions, ideas, enhancement requests, or feedback regarding the Service ("Feedback"), Customer grants Requalify a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, copy, modify, distribute, and exploit the Feedback for any purpose, without restriction and without compensation.

9.3 Usage Data

(a) Creation and rights. Requalify may create Usage Data by aggregating, anonymizing, and de-identifying data derived from Customer's and its Authorized Users' use of the Service, including inspection, calibration, and equipment records, event logs, and performance telemetry. Customer grants Requalify a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable right to create, use, process, retain, reproduce, modify, combine with other data, distribute, display, publish, license, and otherwise commercialize Usage Data for any lawful purpose, including (without limitation) operating, analyzing, improving, and developing the Service and Requalify's other products and services; producing and distributing industry reports, benchmarks, and research; and training data-analytics models.

(b) De-identification standard. Requalify will aggregate and de-identify Usage Data in a manner that does not identify, and cannot reasonably be used to identify, any individual, Customer, Authorized User, or specific asset. Requalify will (i) implement technical and organizational safeguards designed to prevent re-identification; (ii) not attempt to re-identify Usage Data, except as necessary to validate its de-identification processes; and (iii) contractually prohibit any third party that receives Usage Data from attempting to re-identify it.

(c) Status and survival. Usage Data is not Customer Data. To the extent Usage Data qualifies as de-identified or anonymized under applicable law (including Cal. Civ. Code § 1798.140), it is not Personal Information. Requalify's rights under this Section 9.3 survive termination or expiration of this Agreement.

10. Acceptable Use

Customer's use of the Service is subject to the Requalify Acceptable Use Policy (the "AUP"), located at https://requalify.io/legal/acceptable-use-policy (or its successor URL). The AUP is incorporated into this Agreement by reference. A breach of the AUP is a material breach of this Agreement.

11. Regulatory Compliance Disclaimer

The Service is a record-keeping, workflow, and reporting tool. Requalify is not a Requalifier, Independent Inspection Agency, Certifying Body, National Testing Laboratory, PHMSA-authorized entity, or regulatory authority. Requalify does not:

(a) perform, witness, certify, or approve any hydrostatic pressure test, visual inspection, ultrasonic examination, eddy current examination, or any other requalification procedure;

(b) issue, sponsor, or vouch for any Requalifier Identification Number (RIN), Visual Identification Number, or any other authorization under 49 CFR Parts 107 or 171–180 or any other regulation;

(c) determine whether any cylinder passes, fails, is condemned, is fit for continued service, or complies with applicable specifications (DOT, Transport Canada, UN, ISO, or otherwise); or

(d) assume any responsibility for the accuracy, completeness, timeliness, or regulatory adequacy of data entered into the Service by Customer or its personnel.

Customer is solely responsible for (i) holding and maintaining all required registrations, licenses, and approvals; (ii) ensuring all requalification, testing, inspection, repair, and marking activities are performed by qualified personnel in accordance with 49 CFR Parts 171–180, applicable Compressed Gas Association standards, and all other applicable laws; (iii) maintaining records required by 49 CFR §180.215 and any other recordkeeping obligations; (iv) reporting incidents, failures, and condemnations as required by 49 CFR §180.217 and other applicable reporting regulations; and (v) all determinations of whether a cylinder is safe for continued service.

Nothing in the Service, the Documentation, or any communication from Requalify constitutes legal, regulatory, or engineering advice.

12. Warranties and Disclaimers

12.1 Limited Service Warranty

Requalify warrants that the Service will materially conform to the Documentation during the Subscription term. Customer's sole and exclusive remedy, and Requalify's entire liability, for a breach of this warranty is for Requalify to use commercially reasonable efforts to correct the non-conformity or, if Requalify cannot do so within a reasonable time, to terminate the affected Subscription and refund any prepaid Fees covering the period after the date of termination.

12.2 Disclaimer

Except as expressly set forth in Section 12.1, the Service and all related content are provided "as is" and "as available." Requalify and its Affiliates and licensors disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. Requalify does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components. Requalify is not a regulatory authority or certifying body and makes no warranty that Customer's use of the Service will satisfy any legal or regulatory obligation.

13. Suspension

Requalify may suspend Customer's or any Authorized User's access to the Service, in whole or in part, if Requalify reasonably determines that: (a) Fees are past due; (b) Customer or an Authorized User has breached this Agreement or the AUP; (c) continued access poses a security risk to the Service, Requalify, or other customers; or (d) suspension is required by law. Where feasible, Requalify will give Customer prior notice and an opportunity to cure. Requalify will restore access promptly after the cause for suspension is resolved.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither party will be liable to the other party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business opportunities, lost or corrupted data, or loss of goodwill, even if the party has been advised of the possibility of such damages and regardless of the legal or equitable theory on which the claim is based.

14.2 Cap on Liability

Each party's total aggregate liability under this Agreement will not exceed the fees actually paid by Customer to Requalify under the applicable Subscription in the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 Exclusions from the Cap

The limitations in Sections 14.1 and 14.2 do not apply to: (a) Customer's obligations to pay Fees; (b) a party's indemnification obligations under Section 17; (c) Customer's breach of Sections 2.4 (Restrictions), 9 (Intellectual Property), or 10 (Acceptable Use); (d) a party's gross negligence, willful misconduct, or fraud; or (e) liabilities that cannot be limited under applicable law.

14.4 Allocation

The parties acknowledge that the Fees reflect the allocation of risk set forth in this Agreement and that the limitations in this Section 14 are an essential basis of the bargain.

15. Indemnification

15.1 Requalify Indemnification

Requalify will defend Customer against any third-party claim alleging that the Service, as provided by Requalify and used within the scope of this Agreement, infringes that third party's U.S. patent, registered copyright, registered trademark, or trade secret, and will indemnify Customer for amounts finally awarded against Customer by a court of competent jurisdiction, or agreed to in settlement by Requalify, for such claim. Requalify will have no obligation under this Section 15.1 to the extent the claim arises from: (a) Customer Data; (b) modifications to the Service not made by Requalify; (c) combinations of the Service with non-Requalify products, services, or data; (d) use of the Service in violation of this Agreement or applicable law; or (e) beta, alpha, preview, or free trial features. If Requalify receives notice of such a claim, Requalify may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify the Service to be non-infringing while substantially preserving its functionality; or (iii) terminate the affected Subscription and refund any prepaid Fees covering the period after termination. This Section 15.1 states Requalify's entire liability, and Customer's exclusive remedy, for any intellectual property infringement claim.

15.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless Requalify and its Affiliates, officers, directors, employees, and agents from and against any third-party claim, damage, loss, cost, or expense (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data; (b) Customer's or any Authorized User's use of the Service in violation of this Agreement or applicable law; (c) any inspection, requalification, condemnation, repair, marking, certification, test result, disposition, or other determination made by Customer or its personnel, whether or not recorded in the Service; (d) any claim by a cylinder owner, customer of Customer, regulator, employee, contractor, or other third party arising from Customer's products, services, or regulatory filings; or (e) Customer's violation of 49 CFR Parts 171–180, applicable state hazardous materials regulations, OSHA standards, or any other law or regulation applicable to Customer's business.

15.3 Indemnification Procedure

The party seeking indemnification must: (a) promptly notify the indemnifying party in writing of the claim (a delay in notice will not reduce the indemnifying party's obligations except to the extent the delay prejudices the defense); (b) give the indemnifying party sole control over the defense and settlement of the claim, provided that any settlement requiring the indemnified party to admit wrongdoing or to pay any amount requires the indemnified party's prior written consent (not to be unreasonably withheld); and (c) reasonably cooperate with the defense at the indemnifying party's expense.

16. Term, Termination, Data Export, and Deletion

16.1 Term

This Agreement starts on the date Customer first accepts it and continues for as long as Customer has an active Subscription.

16.2 Termination for Convenience

Customer may terminate its Subscription at any time by canceling through the billing section of the Service (see Section 4.3). Requalify may terminate a Subscription for convenience at the end of the then-current billing period on at least thirty (30) days' notice.

16.3 Termination for Cause

Either party may terminate this Agreement for cause if the other party: (a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice (ten (10) days for non-payment); or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

16.4 Effect of Termination

Upon termination or expiration of Customer's Subscription:

• All licenses granted to Customer under Section 2.1 end immediately.
• Customer will pay any Fees accrued through the effective date of termination.
• Customer's access to the Service becomes read-only at the end of the billing period for the duration of the Export Window described below; the ability to create or modify records is disabled.

16.5 Data Export

For a period of ninety (90) days after the effective date of termination ("Export Window"), Customer may export Customer Data using the self-service export tool in the Service, in a commercially reasonable, machine-readable format (such as CSV, JSON, or PDF, as applicable); on written request, Requalify will provide other reasonable means of export. During an active Subscription, Requalify retains Customer inspection records for up to ten (10) years from record creation, supporting Customer's recordkeeping under 49 CFR §180.215. Customer is solely responsible for downloading, preserving, and maintaining its regulatory records (including records required under 49 CFR §180.215) before the end of the Export Window.

16.6 Deletion

After the Export Window ends, Requalify will delete Customer Data from active production systems in the ordinary course, typically within thirty (30) days. Copies may persist in routine backups, logs, and archives for a commercially reasonable period consistent with our backup retention schedules, after which those copies are overwritten or destroyed in due course. Requalify may retain Customer Data where required to comply with legal obligations, resolve disputes, or enforce this Agreement.

16.7 Survival

Sections that by their nature should survive termination will survive, including Sections 1, 2.4, 4 (for unpaid amounts), 5, 7.1, 7.4, 9, 11, 12.2, 14, 15, 16.4–16.7, 17, 18, and 19, as well as the limitation-of-liability provisions.

17. Confidentiality

17.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information. Pricing, the Service roadmap, and non-public Documentation are Requalify's Confidential Information.

17.2 Obligations

The Receiving Party will: (a) use the Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, and no less than a reasonable degree of care; and (c) not disclose it to any third party except to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section 17.

17.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the Receiving Party's possession without confidentiality obligations before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of or reference to the Confidential Information.

17.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information as required by law or legal process, provided that it gives the Disclosing Party prompt notice (unless prohibited by law) and reasonable cooperation in seeking a protective order.

17.5 Duration

These confidentiality obligations continue during the term and for three (3) years after termination (or indefinitely for Confidential Information that qualifies as a trade secret).

18. Dispute Resolution; Arbitration; Class Action Waiver

18.1 Informal Dispute Resolution

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Service (a "Dispute") by informal negotiation for at least sixty (60) days after written notice from one party to the other. Notice to Requalify should be sent to hello@requalify.io and the address in Section 19.7.

18.2 Binding Arbitration

If the Dispute is not resolved by informal negotiation, it will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, including the AAA's Supplementary Rules for Multiple Case Filings to the extent applicable. The arbitration will be conducted in Miami, Florida, in English, by a single arbitrator, and the arbitrator will have exclusive authority to decide all issues of arbitrability. Judgment on the award may be entered in any court having jurisdiction. The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this arbitration provision.

18.3 Class Action Waiver

Customer and Requalify each agree that any Dispute will be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator has no authority to consolidate more than one party's claims, to preside over any form of class or representative proceeding, or to award relief to or on behalf of anyone other than the individual parties. This class action and representative action waiver is a separate and severable provision. If it is found unenforceable, the remainder of this Section 18 (including the individual arbitration requirement) will continue to apply to the maximum extent permitted by law; if the individual arbitration requirement is found unenforceable, this class action waiver will still apply to any dispute heard in court.

18.4 Mass Arbitration Protocol

If twenty-five (25) or more similar Disputes are filed against Requalify by or with the coordination of the same or coordinated counsel within a ninety (90) day period, the parties will apply AAA's mass-filing procedures and the following protocol:

• Staged filings. The parties will select up to twenty (20) "Bellwether Cases" (ten per side) to proceed first. No other Disputes will be filed with AAA or trigger administrative or filing fees until the Bellwether Cases conclude.
• Bellwether process. The Bellwether Cases will proceed through arbitration individually. After they conclude, the parties will engage in a sixty (60) day mediation before selecting further cases.
• Tolling. Applicable statutes of limitations for non-Bellwether Disputes are tolled during the Bellwether process and any follow-on mediation.
• Fees. Filing and administrative fees for non-Bellwether cases are not triggered until those cases proceed individually under this protocol.

The parties intend for this protocol to comply with AAA's Mass Arbitration Supplementary Rules and any successor procedures.

18.5 Exceptions; Small Claims

Notwithstanding Sections 18.2 and 18.3, either party may: (a) bring an individual action in small-claims court for Disputes within its jurisdiction; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, confidentiality obligations, or license restrictions.

18.6 Opt-Out

Customer may opt out of this Section 18 by sending written notice to hello@requalify.io within thirty (30) days after first accepting these Terms. The notice must include Customer's name, account email, and a clear statement that Customer wishes to opt out of arbitration. An opt-out under this Section 18.6 does not affect any other provision of this Agreement.

18.7 Jury Trial Waiver

If any Dispute is allowed to proceed in court notwithstanding this Section 18, each party irrevocably waives its right to a jury trial.

18.8 Governing Law; Venue for Non-Arbitrable Matters

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any Dispute not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida.

19. General

19.1 Export Controls and Sanctions

Customer represents and warrants that: (a) it is not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. economic sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, and non-government-controlled areas of Kherson and Zaporizhzhia regions of Ukraine), and that list may change as applicable laws are updated; (b) it is not listed on any U.S. government prohibited- or restricted-party list, including the Office of Foreign Assets Control's Specially Designated Nationals List, the Bureau of Industry and Security's Entity List, or the Denied Persons List; and (c) Customer will not use the Service to transfer any data or technology to any sanctioned jurisdiction or person, and will comply with all applicable U.S. export control and sanctions laws, including the Export Administration Regulations (EAR) and OFAC sanctions programs.

19.2 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including: acts of God, natural disasters, fires, floods, earthquakes, severe weather events; war, terrorism, civil unrest, riots, insurrections; strikes, lockouts, labor disputes not caused by the affected party's own workforce; pandemics, epidemics, or public health emergencies; government orders, embargoes, or sanctions; widespread internet, power, or telecommunications outages; upstream cloud or infrastructure provider failures; and cyberattacks not caused by the affected party's negligence. The affected party will give prompt notice and use commercially reasonable efforts to resume performance.

19.3 Changes to Terms

Requalify may update these Terms from time to time. For material changes, we will give Customer at least thirty (30) days' advance notice by email or in-Service notice. Non-material changes (clarifications, typographical corrections, addition of new features subject to these Terms) take effect on posting. Customer's continued use of the Service after changes take effect constitutes acceptance. If Customer does not agree to a material change, Customer's sole remedy is to cancel the Subscription before the change takes effect.

19.4 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without Requalify's prior written consent. Requalify may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any non-permitted assignment is void.

19.5 Relationship of the Parties

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

19.6 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights, except as expressly stated.

19.7 Notices

Legal notices to Requalify must be sent to Requalify, LLC, Attn: Legal, 7756 N. Kendall Drive, Suite 260, Miami, FL 33156, with a copy by email to hello@requalify.io. Legal notices to Customer are given by email to the primary billing contact or via in-Service notice. Notices are effective on receipt (for email and in-Service notice) or on the date of delivery (for physical mail). General product-support requests may be sent to support@requalify.io; support requests do not constitute legal notice under this Section.

19.8 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

19.9 No Waiver

A party's failure to enforce any right under this Agreement is not a waiver of that right.

19.10 Entire Agreement; Order of Precedence

This Agreement, together with the Acceptable Use Policy, the Privacy Policy, and any Subscription or Order Form executed by the parties, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements, understandings, and communications. In the event of a conflict, the order of precedence is: (1) a mutually signed Order Form or Subscription; (2) these Terms; (3) the Acceptable Use Policy; (4) the Privacy Policy.

19.11 Electronic Signatures

The parties consent to conducting this transaction electronically. Electronic signatures, clickwrap acceptance, and electronic records have the same legal effect as handwritten signatures and paper records.

19.12 Headings

Headings are for convenience and do not affect interpretation.

20. Contact

Requalify, LLC 7756 N. Kendall Drive, Suite 260 Miami, FL 33156 Email: hello@requalify.io (general and legal) Privacy inquiries: privacy@requalify.io Website: https://requalify.io