Terms of Service.

These Terms of Service ("Terms") are a binding agreement between you and Quidonomics, Inc., a Delaware public benefit corporation, doing business as "Quid" ("Quid," "we," "us"). They govern your use of quid.network and every product and service we offer through it (the "Platform").

Quid is a marketplace where sellers pay for intro meetings with decision-makers ("DMs") at companies — and pay only when the meeting actually happens. Money moves through this platform, so these Terms are detailed on purpose. The core deal, in three sentences:

• A seller's card is authorized when a pitch is submitted and charged only when the DM confirms the meeting happened.
• Every captured payment splits 70% to the DM's company, 21% to Quid, and 9% to charity.
• A company must link a Stripe Connect account to receive its 70% as cash; if it never links one within 30 days of a captured payment, that money goes to charity instead (Section 12).

If anything in this summary conflicts with the detailed sections below, the detailed sections control.

These Terms contain a binding arbitration clause and a class-action waiver (Section 25). You can opt out within 30 days.

1. Acceptance of these Terms

You accept these Terms by doing any of the following:

• creating a Quid account;
• clicking Accept on a door-knock claim page (that click is your agreement to these Terms and to the meeting and payment mechanics in Sections 4–12);
• continuing to use the Platform after we post updated Terms (Section 31).

If you use the Platform on behalf of a company, you represent that you have authority to bind that company, and "you" includes the company.

2. Eligibility

To use Quid you must:

• be at least 18 years old and able to form a binding contract;
• use the Platform for business purposes. Quid is a B2B marketplace, not a consumer service;
• not be barred from using the Platform under applicable law, including sanctions and export-control laws;
• not have been previously suspended or removed from the Platform by us.

3. Accounts, companies, and team roles

Your account. Keep your registration information accurate and your credentials secure. Quid sends transactional emails that can contain one-time sign-in links, so protect access to your email inbox too. You are responsible for activity under your account.

Selling. Every account can act as a seller.

Companies and affiliations. Acting for a company on Quid happens through an affiliation, which can carry one or more roles: admin, DM, and seller (outbound rep). Company admins manage the team, send invitations, set budgets and approval rules, configure payout and donation settings, and bind the company to these Terms and to the settings they choose in the product. We treat anyone your company has made an admin as authorized to act for it.

A note on ownership, honestly. We cannot verify that the person who registers or claims a company on Quid legally owns or controls that entity. Companies are responsible for who they admit as admins and for resolving internal disputes about control. If you believe a company profile has been claimed by someone without authority, email hello@quid.network and we will investigate.

Invitations. Team invitations (admin, DM, and outbound-rep roles) expire 14 days after they are sent.

Self-dealing limits. Members of a company cannot submit marketplace pitches to that company's own executives, and no one may claim a door knock they sent.

4. The marketplace: how a pitch works

Listings and prices. DMs (or their companies) list intro meetings at a price floor. A seller must bid at or above the listed floor. Pitch amounts are in whole US dollars, minimum $1, maximum $1,000,000.

Submit = authorization, not a charge. When you submit a pitch, your card is authorized for the full amount using a manual-capture hold. No money is captured at submission. The pitch is bound to that exact authorization — same amount, currency, and parties. If anything doesn't match, we cancel the authorization and refuse the pitch.

The DM decides. Only the addressed DM can accept or decline your pitch.

• Decline: the hold on your card is released immediately. You are not charged.
• Accept: the hold stays in place and the meeting moves to scheduling. The charity-routing settings in effect at acceptance are snapshotted onto the pitch, so later settings changes don't rewrite it.
• Withdraw: while a pitch is still pending, you can withdraw it and the hold is released.
• No decision: pending pitches expire 7 days after submission and the hold is released (Section 6).

Charge = the DM marks the meeting joined. Your card is captured only when the DM affirmatively marks the meeting as joined. That click is the charge trigger. To prevent abuse, a DM cannot mark a meeting joined more than 15 minutes before its scheduled start time.

If you (the seller) don't show up. If the DM joined the meeting and marks that you did not attend, your card is still charged in full. The DM held up their end; the seller forfeits. Because the DM reserved and delivered the time, the parties agree this full charge is reasonable compensation for that reserved time and a fair estimate of harm that is hard to quantify — not a penalty. Your recourse is the 48-hour attendance dispute window in Section 9.

If a charge and a void collide. In the rare case a capture races against an automatic void and the void wins, we automatically refund the capture in full. You are never charged for a voided meeting.

5. Scheduling and the meeting

The scheduling window. Card authorizations expire about 7 days after the pitch was submitted, and the charge happens at the meeting. So the latest slot you can schedule is the earlier of (a) 7 days from now and (b) 48 hours before the card authorization expires. Pitches funded entirely by a company's platform credit (no card hold) can be scheduled up to 7 days out.

Where the meeting happens. At launch, meetings happen over whatever meeting link the parties use (Quid-hosted video rooms are currently off — see Section 19). Payment capture does not depend on any particular video tool; it depends solely on the DM marking the meeting joined.

6. No-shows, expirations, and automatic voids

These rules run automatically:

Timing honesty: our automated jobs run once per day, so a void, expiration, or payout resolution can land up to about 24 hours after its nominal deadline. An already-captured pitch is never voided by these jobs.

7. The split: 70% / 21% / 9%

Every captured pitch payment splits the same way:

The mechanics: Quid's gross take is 30% of the captured amount, rounded down to the whole cent — so the company's share is always at least 70%. Out of its take, Quid donates three slices, each 10% of the take (3% of gross), totaling 9% of gross. Quid nets 21%.

The 70% belongs to the DM's company, not to the DM personally. How the company pays its people is between them.

A company may additionally choose to donate some or all of its own 70% to charity (Section 16). That is the company's choice; the default is 0%.

8. Fees and payment terms

• Quid's only fee is the 30% gross take described in Section 7 (of which 9% of gross is donated to charity). There are no listing fees, subscription fees, or per-seat charges.
• Card processing fees are ours to pay. Stripe's processing fees come out of Quid's take. They are never deducted from the company's 70% and never surcharged to sellers.
• Card only, USD only. The Platform accepts card payments in US dollars. No ACH, no buy-now-pay-later, no other methods. All amounts are entered in whole dollars.
• Stripe processes payments. By transacting on Quid you also agree to Stripe's applicable terms, including the Stripe Connected Account Agreement if your company onboards for payouts.
• Saved cards. When you submit pitches or send door knocks, your card may be saved for off-session reuse (for example, to authorize a door knock when its recipient accepts). You authorize those off-session charges and authorizations.
• Taxes are handled in Section 26. Amounts on the Platform are exclusive of taxes.

9. Refunds and the 48-hour attendance dispute window

You are never charged when: a DM declines your pitch; you withdraw a pending pitch; a pitch expires undecided or unscheduled; or the DM no-shows (never confirms the meeting within 48 hours of the slot). In all those cases the card hold is released and no fee is taken.

Attendance disputes. If your pitch was charged — the meeting was marked completed, or marked a seller no-show — and you believe that's wrong, you may dispute it:

• only the seller may dispute;
• only from a completed or seller-no-show outcome;
• within 48 hours of the meeting's completion timestamp;
• with a written reason.

What a dispute freezes. Disputing freezes any of the company's 70% that Quid still holds — while a pitch is disputed, a held share is neither paid out nor routed to charity. Where the share was already transferred to the company's Stripe account at capture (the common case once a company has linked Stripe Connect), a refund we grant claws it back proportionally from that account. A Quid operator reviews the dispute and decides the outcome. There is no self-service refund button; refunds we grant are issued through Stripe and unwind the transaction (the company's transferred or held share is reversed, pending charity slices are reversed, and any reinvest credit is clawed back).

Partial refunds are tracked against the pitch; charity disbursement is blocked until the refund picture is settled.

Outside the windows and cases above, captured charges are final. If something has genuinely gone wrong, email hello@quid.network and we will look at it — but we make no promise beyond the rules written here.

10. Door knocks: sending paid cold outreach

A door knock is a money-backed cold pitch to someone who is not (yet) on Quid.

• Amounts: whole US dollars, minimum $50, maximum $1,000,000.
• Nothing is held at send. Your card is verified and saved when you send a door knock, but no money is authorized or charged at send time. Money is reserved only if and when the recipient accepts.
• No undo. Door knocks send immediately and cannot be recalled or edited after sending. Proofread before you knock.
• Expiry: every door knock expires 7 days after it is created — including any time it spends awaiting company approval. An expired knock cannot be claimed and costs you nothing.
• What happens at claim: if the recipient accepts, your saved default card is authorized off-session for the full amount, and a pitch is created in accepted status. From there the normal lifecycle applies: scheduling (Section 5), capture when the recipient marks the meeting joined (Section 4), the 70/21/9 split (Section 7), and the auto-void rules (Section 6). If the card authorization fails at claim time, the claim is blocked, we email you to fix your card, and the link stays valid for the recipient to retry.
• Team-funded knocks draw on your company's budget at claim time, credit first, then the company card. If the budget has run dry between send and claim, the claim bounces, you're notified, and nothing is charged.
• If the recipient passes or ignores: no money moves. Nobody is charged. A recipient who passes may include a short reason, which is shared with you.
• Your responsibilities as a sender: you must accurately identify yourself and your company, must not impersonate anyone, and must comply with all laws that apply to your outreach — including the CAN-SPAM Act and other anti-spam and electronic-communications laws — especially where you forward a claim link yourself rather than having Quid email it. Do not deliver a door knock or claim link by phone call, text message, or fax without the recipient's prior express consent and full compliance with the Telephone Consumer Protection Act (TCPA) and state telemarketing laws. You must not direct door knocks at government officials or employees of government or state-owned entities (Section 20).

11. Receiving a door knock

If someone sends you a door knock, you'll get an email (or a forwarded link) naming the sender and the dollar amount, with the full pitch attached. You have three options, and the honest math of each:

• Accept. Requires signing in or creating an account. Accepting authorizes the sender's card and creates the meeting. Clicking Accept is your agreement to these Terms. By accepting, you represent that you are authorized by your employer to take paid meetings, that doing so complies with your employer's gift, conflict-of-interest, and anti-corruption policies, and that you are not a government official or an employee of a government or state-owned entity. If the meeting happens and you mark it joined, the 70% share routes to your company — auto-created for you if you don't have one on Quid — not to you personally. To receive that money as cash, your company must complete Stripe Connect onboarding, and the 30-day fallback rule in Section 12 applies. You may also nominate a charity; Quid funds that nomination out of its own take, so it costs you nothing and does not reduce your 70%. You can correct any details the sender typed about you or your company during the claim.
• Pass. Declining requires no account — the claim link itself is your authorization, the same way an unsubscribe link works. You may attach an optional reason, which is shared with the sender. Nothing is charged to anyone.
• Ignore. The knock expires 7 days after it was created. Nothing is charged to anyone.

You cannot claim a door knock you sent yourself.

Don't want door knocks at all? There is currently no automated unsubscribe for door-knock emails. Email hello@quid.network from the address in question and we will investigate and take reasonable steps to stop further door-knock emails to it.

12. Getting paid: Stripe Connect and the 30-day charity fallback

Read this section if your company earns money on Quid. It describes how you can forfeit it.

Cash payouts require Stripe Connect. To receive its 70% share as money in the bank, your company must complete Stripe Connect onboarding (Stripe Express). Connect accounts are business accounts — sole proprietors need a registered company. Onboarding happens on Stripe's hosted flow, and Stripe's identity and compliance requirements apply.

If Connect is linked: when a pitch is captured, your company's share is transferred to your Stripe account promptly.

If Connect is not linked: your company's share is held as a pending payout with a 30-day clock.

The 30-day fallback: if your company has not linked Stripe Connect within 30 days of a captured payment, that payment's 70% share is routed to charity. Your company forfeits the cash.

The details, plainly:

• Link Stripe Connect at any time during the 30 days and the held balance is paid out. Our payout resolver runs daily and pays linked-first — if you've linked by the time it runs, even on the final day, you get paid.
• We surface your pending balance and the Stripe onboarding step in the product so you can claim it before the deadline, and we may send reminders or extend the window at our discretion.
• If the 30 days elapse unlinked, the held 70% goes to charity: to the DM's recorded fallback charity if one was nominated, otherwise into Quid's undirected charity pool, which we direct to vetted charities at our periodic disbursements. This routing is final.
• Disputed or refunded pitches are excluded — frozen money is neither paid out nor sent to charity while a dispute is open, and refunded pitches never pay out.
• If your company disconnects its Stripe account, new captured earnings accumulate as unclaimed balance under the same pending-payout rules until you re-onboard.
• Quid operators may resolve a pending payout early in either direction (pay it out or route it to charity), with the same dispute and refund guards.

How funds are held. Payments on Quid are processed and held by Stripe under Stripe's separate charges-and-transfers model. Quid does not take custody of your funds in a Quid bank account; pending payouts and charity balances sit within Stripe's payment infrastructure until they are transferred or disbursed. A payer's completed payment through the Platform discharges that payer's payment obligation for the meeting. Pending balances are not interest-bearing, and Quid is not a bank.

13. Reinvested earnings credit

A company can turn on reinvest earnings. While it's on, the company's 70% from captured pitches is banked as Quid platform credit instead of being transferred out.

Understand exactly what this credit is:

• It is platform credit, not cash. It can be spent only on team-funded pitches and door knocks. There is no cash-out, no withdrawal, and no top-up path. It is not a stored-value account or a wallet balance redeemable for money.
• It does not expire. Credit is an all-time balance.
• It spends first. Team-funded spending draws credit before charging the company card.
• It can be clawed back. Refunds claw credit back proportionally; lost chargebacks claw it back fully. If a refund later fails, the credit is reinstated.
• Toggling reinvest off affects only future captures. Credit already banked stays spend-only.

Reinvesting is an opt-in election a company makes; turn it off at any time to receive future captures as cash through Stripe Connect (Section 12).

14. Team funding, budgets, and approvals

Companies can fund their reps' pitches and door knocks from a saved company card and/or platform credit. By saving a company card, the company authorizes off-session, manual-capture charges for its team's approved spending.

• Company admins can set per-pitch hard caps, auto-approve thresholds, approval thresholds, rep monthly budgets (default $2,000 per rep when unset), and an optional company card spend cap that resets each calendar year. Admin-set money controls are capped at $20,000,000.
• Spending over an approval threshold or over a rep's remaining monthly budget requires admin approval — except spending at or below a company's auto-approve threshold, which always goes through. While a request is pending approval, nothing is authorized and the DM is not notified. Approval requests expire after 48 hours and are auto-denied. An approval re-checks caps and budget, authorizes the card at that moment, and starts the DM's 7-day decision clock fresh. A denial charges nothing.
• Outstanding funded door knocks count against a rep's monthly budget.

15. Chargebacks

If a cardholder files a chargeback (a card-network dispute) on a Quid payment:

• the related pitch is immediately marked disputed and all payouts on it freeze;
• if the chargeback is lost (the cardholder wins), pending charity slices are reversed and any reinvest credit is clawed back; we may also recover the company's 70% share and decide the pitch's final status;
• chargeback events and fund movements are logged.

Who bears the cost. The company or sender whose transaction was charged back is responsible for chargeback amounts and any associated card-network or processor fees. Quid may set those amounts off against your pending payouts and platform credit, may invoice any shortfall, and may impose a rolling reserve on accounts with elevated dispute rates. If you're a seller with an attendance problem, use the 48-hour dispute window in Section 9 before going to your card issuer. Filing chargebacks in bad faith to obtain meetings without paying is prohibited conduct (Section 20) and grounds for termination.

16. Quid for Good: how the charity money moves

Quid's 9% (always). Quid donates 9% of every captured gross as three equal slices funded from Quid's own take, with Quid as the donor of record:

1. a slice to a charity Quid selects (discretionary);
2. a slice to the DM's nominated charity;
3. a slice to the DM's company's nominated charity.

If the DM or the company never nominated a charity, that slice folds into Quid's discretionary slice. Quid-funded slices have no fallback deadline; Quid directs them at disbursement.

The company's optional giving. A company may choose to donate between 0% and 100% of its own 70% (default 0%), split between its nominated charity and the DM's nominated charity. The company is the donor of record for these. Honest edge cases: any portion with no valid destination charity stays company revenue, and a company-funded slice whose destination charity never onboards to receive it is held pending — Quid resolves it at its periodic reconciliation and may return it to the company or direct it to the undirected charity pool.

Charity eligibility and screening. Nominated charities must be IRS-recognized 501(c)(3) organizations in good standing. We may screen, reject, or substitute a nomination — including for sanctions (OFAC) reasons or loss of good standing — and a charity does not endorse Quid or any user by being listed or nominated.

Snapshots. Charity routing is locked in when a pitch is accepted. Later changes to nominations or percentages affect future pitches only. A charity deactivated before acceptance is treated as no nomination.

Disbursement is currently manual. Donation entries are recorded per pitch and paid out by Quid operators by hand, periodically, at our reasonable discretion; the cadence and current totals are described on our Quid for Good page. Donations tied to refunded pitches are not disbursed.

No tax deduction. Because Quid is the donor of record for its 9% (and the company is the donor of record for any company-funded slice), you do not receive a charitable tax deduction for these donations. Quid is not a charity, a charitable fund, or a donor-advised fund, and nominating a charity is a routing instruction within this system — not a pledge by Quid to any third party on your behalf.

17. Your content

You retain ownership of the content you submit: pitch text and headlines, attachment links, profile information (name, photo, bio, role, links), company information and logos, the optional reason you may attach when you pass on a door knock, ratings and written feedback, and CRM data you import.

License. You grant Quid a worldwide, non-exclusive, royalty-free license, sublicensable to our service providers, to host, store, reproduce, display, transmit, and process your content as needed to operate, secure, and improve the Platform. This includes showing your pitch to the addressed DM, showing team-funded pitch content to your company's admins in approval queues, sending it in Platform emails (a door knock email includes your full pitch body), and displaying profile and review content as described in Section 18.

Attachments are links, not uploads. Pitch and door-knock attachments are URLs you provide to content you host elsewhere. You are responsible for what's behind your links.

CRM data you import. For contact data you import, you represent that you have a lawful basis and any required notices or consents to import and process that data through the Platform, and that Quid processes it on your behalf as described in the Privacy Policy.

Your promises. You have the rights to the content you submit; it is accurate; it doesn't infringe anyone's rights or break any law. We may remove content that violates these Terms.

18. Reputation metrics are computed and displayed

Quid measures marketplace behavior and shows it. By using the Platform you agree that:

• we compute reputation metrics from your activity — for DMs: pitches received, accept rate, average rating, average or median response time, meetings completed, and no-shows; for sellers: accept rate, pitch and meeting counts, and average rating — plus a tier label and score;
• marketplace listing pages publicly display a DM's accept rate, typical response time, and completed-meeting count. These listing-page stats are shown regardless of your profile privacy toggles, because buyers deserve to know how a listing performs;
• public profile pages (`/u/<handle>`) are opt-in, with separate toggles for showing reviews and company names. Reviews, where shown, display the rater's name, company, date, and written feedback;
• reputation is portable — it aggregates across every company you've been affiliated with and travels with you;
• response times and accept-rate signals also feed internal scoring.

19. Meeting recordings and AI processing

At launch, Quid-hosted video rooms are off: meetings happen on external links, nothing is recorded by Quid, and payment capture is unaffected (it runs on the DM's "I joined" confirmation, not on any video system).

If and when Quid video is enabled, the following applies:

• meetings in Quid rooms are recorded (audio and video) and transcribed;
• recordings are processed by AI (Anthropic Claude) to extract meeting intelligence — contacts, budget, timeline, decision-makers mentioned, pain points, next steps — into the seller's CRM. The seller sees the extracted intel; the DM does not. Recordings stay private to the two participants and Quid's summary pipeline;
• recording starts only when both participants have consented. Each user consents once, via an explicit consent gate that names the recording, the third-party AI processing, and that extracted intelligence goes to the seller's CRM. We also show an in-meeting recording indicator and on-screen notice for each meeting, and ask you to consent again after any material change to how recordings are processed;
• you can revoke consent at any time in your settings; you'll be asked to consent again before your next Quid video meeting;
• rooms are private (token-only), limited to the two participants;
• you may not record a Quid meeting outside Quid's tooling without complying with all applicable recording and wiretap laws.

20. Prohibited conduct

You may not:

• Tamper with payments. Don't manipulate pitch amounts, payment authorizations, statuses, or any money-bearing field; don't attempt to bind a pitch to a mismatched authorization; don't use stolen cards or test cards you're not authorized to use; don't use Quid to launder money.
• Collude or self-deal. Don't mark a meeting joined when it didn't happen; don't schedule slots with the intent of capturing payment without delivering the meeting; don't pitch your own company's executives or claim your own door knocks; don't trade side payments for accepting, declining, or confirming meetings.
• Bribe or pay for improper access. Don't direct door knocks or pitches at government officials or employees of government or state-owned entities, and don't offer or accept payments that violate anti-bribery, anti-kickback, or your employer's conflict-of-interest rules.
• Circumvent the Platform to avoid fees. Don't use Quid to make contact and then move the paid transaction off-platform to dodge the capture and the split, and don't solicit or accept off-platform payment for a meeting arranged through Quid.
• Misrepresent. Don't impersonate anyone, claim authority you don't have, fake a company affiliation, or materially misrepresent who you are or what you're selling — in pitches, door knocks, profiles, or claim-page corrections.
• Spam or abuse outreach. Don't use door knocks, team invitations, or claim links as a spam relay; don't deliver door knocks or claim links by call, text, or fax without prior express consent and TCPA compliance; don't evade the invitation caps (100 per batch, 300 per company per day); don't harvest contact data from the Platform.
• Scrape or attack. Don't scrape, crawl, or bulk-extract Platform data; don't probe, bypass, or interfere with security or access controls; don't attempt privilege escalation; don't introduce malware or disrupt the service.
• Abuse the dispute machinery. Don't file attendance disputes or chargebacks in bad faith.
• Break the law. Don't use the Platform for anything illegal, including violations of anti-spam, privacy, sanctions, telemarketing, or anti-bribery laws.

21. Suspension, termination, and account deletion

Our enforcement rights. We may suspend or terminate accounts, companies, listings, pitches, and door knocks, decline or reverse transactions, freeze payouts pending investigation, and remove content — where we reasonably believe these Terms have been violated, fraud or abuse is occurring, or the law requires it. Quid operator actions are reason-stamped and audit-logged. Where money is involved, the guards in these Terms still apply: refunded pitches don't pay out, disputed money stays frozen, and uncaptured holds are released when a pitch is killed.

Your right to leave. You can stop using Quid at any time. You can request deletion of your account from settings (you'll be asked to type a confirmation). Deletion disables your profile and removes it from the product, and signs you out. For roughly 30 days you can ask us to restore it at hello@quid.network; after that we delete or de-identify your remaining personal data within a reasonable period, except records we must keep for legal, tax, accounting, fraud-prevention, or audit reasons (for example, transaction and payout records). Obligations that accrued before deletion — charges you authorized, content licenses needed to complete in-flight transactions, and Sections 17 and 22–30 — survive.

Effect on money. Termination or deletion doesn't erase money mechanics already in motion: uncaptured holds are released; captured funds follow the rules in Sections 9, 12, and 16. Reinvest credit is platform credit (Section 13) and has no cash value on termination.

22. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, QUID DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

In plain words, things we do not promise:

• that a meeting will lead to a deal, or that any pitch, DM, seller, or company is what they claim to be — we provide the marketplace mechanics described in these Terms, and we are not a party to the business relationships formed through it beyond those mechanics;
• uninterrupted or error-free service. Our automated money jobs run daily, so deadlines can resolve up to ~24 hours late (Section 6);
• the conduct of third parties we depend on (Stripe, email delivery, video infrastructure) or of other users;
• that emails will always arrive — routine notification emails are best-effort and never a precondition for the money rules in these Terms (the notices Section 30 addresses legally significant communications).

Some jurisdictions don't allow certain disclaimers; in those places, the above applies to the maximum extent permitted.

23. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• QUID WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY;
• QUID'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM IS CAPPED AT THE GREATER OF (A) THE FEES YOU PAID TO QUID IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED US DOLLARS ($100). "Fees paid to Quid" means the portion of your captured payments Quid retained as its take — not amounts passed through to companies or charities.

These limits apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Some jurisdictions don't allow certain limitations; in those places, the above applies to the maximum extent permitted.

24. Indemnification

You will defend, indemnify, and hold harmless Quid, its officers, directors, employees, and agents from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your content; (b) your use of the Platform; (c) your violation of these Terms or of any law, including the CAN-SPAM Act, the TCPA, and other communications and anti-spam laws governing your outreach; or (d) your dispute with another user. We may assume the exclusive defense of any matter subject to indemnification, in which case you will cooperate with us.

25. Governing law, binding arbitration, and class-action waiver

Please read this section carefully. It affects your legal rights.

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

Talk to us first. Before filing any claim, email hello@quid.network with a description of the issue. Most problems on Quid are money-mechanics problems, and most have a rule in these Terms that resolves them. We'll try to resolve any dispute informally within 60 days of your notice.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that isn't resolved informally will be settled by binding arbitration administered by the American Arbitration Association (AAA), before a single arbitrator. For businesses, the AAA Commercial Arbitration Rules apply. For an individual using the Platform in an individual capacity (such as a sole-proprietor seller or a door-knock recipient), the AAA Consumer Arbitration Rules apply, Quid will pay all arbitrator and administrative fees beyond the filing fee you would pay to file in court, and you may elect to have any hearing held in your home county or by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator — not a court — decides all questions of arbitrability, except that a court decides the enforceability of the class-action waiver below.

Small-claims carve-out. Either party may instead bring an individual claim in small-claims court if it qualifies there.

Injunctive-relief carve-out. Either party may seek injunctive or other equitable relief in court to protect intellectual property or to stop unauthorized access to or abuse of the Platform.

Class-action waiver. All claims must be brought in the parties' individual capacities, not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the rest remain in arbitration.

Mass arbitration. If 25 or more similar claims are filed by or with coordinated counsel, the claims will be administered in staged batches (with a small number of bellwether cases heard first and the statutes of limitations tolled for the rest) so the process stays workable for everyone; the parties and the AAA will apply any AAA mass-arbitration or supplementary rules then in effect.

30-day opt-out. You may opt out of this arbitration agreement by emailing hello@quid.network within 30 days of first accepting these Terms, with the subject line "Arbitration opt-out," your name, and the email address on your account. Opting out of arbitration does not affect any other part of these Terms.

26. Taxes

All amounts on the Platform are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes arising from your transactions, other than taxes on Quid's net income. Where the law requires, Quid or Stripe may collect and remit applicable taxes, including as a marketplace facilitator. If you receive payouts or platform credit, you are responsible for any taxes on the amounts you receive (including reinvest credit), must provide a valid Form W-9 or W-8 (or local equivalent) on request, and authorize Quid and Stripe to issue any information returns required by law (such as IRS Form 1099-K for Connect payouts). Quid may withhold amounts where required by law.

27. Quid's intellectual property

Quid and its licensors own all right, title, and interest in the Platform — the software, design, text, trademarks, logos, and the "Quid" and "Quid for Good" names. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business purposes under these Terms. These Terms grant you no rights in our trademarks. If you send us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without any obligation to you.

28. Copyright and DMCA

Quid respects intellectual-property rights and responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act. If you believe content on the Platform infringes your copyright, send a notice to our designated agent at hello@quid.network (subject line "DMCA") that includes: your physical or electronic signature; identification of the copyrighted work; identification of the allegedly infringing material and where it is on the Platform; your contact information; a statement that you have a good-faith belief the use is not authorized; and a statement, under penalty of perjury, that your notice is accurate and you are authorized to act for the rights holder. We will remove or disable access to infringing material, notify the affected user (who may submit a counter-notice), and terminate the accounts of repeat infringers.

29. Release of disputes between users

Quid provides marketplace mechanics; the business dealings are between you and other users, companies, and charities. You release Quid and its officers, directors, employees, and agents from all claims, demands, damages, and liabilities arising out of or connected with any dispute you have with another user, company, or charity in the flow of funds — including disputes over attendance, payment, payouts, donations, or conduct.

If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

30. Notices and electronic communications

You consent to receive communications, notices, and disclosures from us electronically — by email to your account address or by posting within the Platform — and you agree that electronic delivery satisfies any legal requirement that a communication be in writing. Notices we send you are deemed received when sent to your account email or posted in the Platform. This electronic-delivery consent governs the legally significant notices these Terms require (for example, material-change notices under Section 31), and it controls over the best-effort disclaimer about routine notifications in Section 22. Legal notices to Quid must be sent to hello@quid.network and, once available, to our registered postal address in Section 34.

31. Changes to these Terms

We may update these Terms. When we do, we'll post the updated version with a new "Last updated" date, and for material changes we'll give you advance notice by email or in-product before they take effect. Your continued use of the Platform after a change takes effect is acceptance of the updated Terms. If you don't agree to a change, stop using the Platform and, if you wish, delete your account (Section 21).

32. We are a public benefit corporation

Quidonomics, Inc. is a Delaware public benefit corporation. Charitable giving isn't a marketing layer on top of our business; it is wired into the transaction itself — 9% of every captured gross is donated, funded from Quid's own take, as described in Sections 7 and 16.

Two honest clarifications about what PBC status means legally: it obligates our board to balance stockholder interests with our stated public benefit; it does not make users, charities, or anyone else third-party beneficiaries of these Terms, and it does not create fiduciary duties from Quid to you. The charity commitments you can rely on contractually are the ones written in these Terms.

33. General terms

• Entire agreement. These Terms, together with our Privacy Policy and any policies referenced here, are the entire agreement between you and Quid about the Platform.
• Service changes. We may modify, suspend, or discontinue any part of the Platform at any time. For changes that materially affect in-flight paid transactions, we'll give reasonable notice.
• Severability. If any provision is held unenforceable, the rest remain in effect.
• No waiver. Our not enforcing a provision isn't a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• No agency. Nothing here creates a partnership, joint venture, employment, or agency relationship between you and Quid.
• Third-party beneficiaries. These Terms create no third-party-beneficiary rights, except that Quid's service providers and the parties indemnified in Section 24 may enforce the provisions that protect them.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Survival. Sections that by their nature should survive termination do — including Sections 7–9, 12–13, 15–17, and 22–30.
• Headings and summaries are for readability and don't change the operative text.

34. Contact

Quidonomics, Inc., a Delaware public benefit corporation, d/b/a Quid

[POSTAL ADDRESS]

hello@quid.network