REINDEER TERMS OF SERVICE

Last Updated: May 2, 2025

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") govern your access to and use of the Reindeer agent commerce platform, website, API, and services (collectively, the "Services"). By clicking "Accept," registering for an account, accessing, or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "you" and "your" refers to both you and that organization.

If you do not agree to these Terms, do not access or use the Services. These Terms may be updated at any time as described in Section 16.

2. SERVICE DESCRIPTION

Reindeer provides tools and services for digital commerce. The specific features and functionality of the Services are as described on our website and documentation.

3. ACCOUNT REGISTRATION AND ELIGIBILITY

3.1 Account Registration

To access certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, not current, or incomplete.

3.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to secure your account credentials.

3.3 Eligibility

You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and use of the Services complies with all applicable laws and regulations.

4. FEES AND PAYMENT

4.1 Fee Structure

Fees for the Services are based on your selected plan and usage levels as described on our pricing page. We may offer free tiers with limited functionality or trial periods. We reserve the right to change our fees and billing methods at any time, and such changes will be communicated to you via email or posted on our pricing page.

4.2 Payment

You will provide valid payment information and authorize us to charge your payment method for all fees due. For subscription plans, we will bill you in advance on a recurring basis. Usage-based fees will be charged in arrears. All payments are non-refundable except as expressly stated in these Terms or as required by applicable law.

4.3 Taxes

All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, including without limitation value-added tax and sales tax. You are responsible for all applicable taxes, levies, or duties associated with your use of the Services, excluding taxes based on Reindeer's net income.

4.4 Late Payments

If payment is not received by the due date, we may suspend your access to the Services until payment is made. For any late payments, we reserve the right to charge interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all overdue amounts.

5. LICENSE GRANTS AND RESTRICTIONS

5.1 License to Use Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, including any APIs we provide, for your business purposes in accordance with these Terms and any user documentation we provide. Your use of our APIs is subject to any usage limits or restrictions specified in your selected plan or in our API documentation.

5.2 Restrictions

You shall not, and shall not permit any third party to: (a) Modify, copy, or create derivative works of the Services or any part thereof; (b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services or any part thereof; (c) Access the Services to build a similar or competitive product or service; (d) Remove, alter, or obscure any proprietary notices on the Services; (e) Use the Services in any manner that damages, disables, overburdens, or impairs the Services; (f) Scrape, harvest, or extract data from the Services beyond authorized API access; (g) Use the Services to transmit any viruses, malware, or other harmful code; (h) Interfere with or disrupt the integrity or performance of the Services; (i) Attempt to gain unauthorized access to the Services or related systems or networks; or (j) Use the Services in violation of applicable laws or regulations.

5.3 Usage Limits

Your use of the Services may be subject to limits on transaction volume, number of API calls, or other usage metrics as specified in your selected plan. If you exceed these limits, we reserve the right to throttle your access or charge for overages according to our then-current rates.

6. YOUR CONTENT AND DATA

6.1 Your Content

"Your Content" means any data, information, or material that you upload, submit, or otherwise make available to the Services, including product data, pricing information, inventory details, and website configurations. You retain all rights in Your Content, subject to the licenses granted in this Section.

6.2 License to Your Content

You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute Your Content for the purpose of providing, improving, and promoting the Services.

6.3 Your Responsibilities for Content

You are solely responsible for Your Content and represent and warrant that: (a) You own or have obtained all necessary rights and permissions to use and share Your Content with us; (b) Your Content does not and will not violate these Terms or any applicable law or regulation; and (c) Your Content does not infringe or misappropriate any third party's intellectual property or other rights.

6.4 Interaction Data

"Interaction Data" means information collected about how end users interact with your commerce offerings through our Services. You own Interaction Data specific to your commerce offerings, subject to the license grants in this section. You grant us an irrevocable, non-exclusive, worldwide, royalty-free license to collect, store, process, and use Interaction Data to: (a) provide and operate the Services; (b) maintain, improve, and enhance the Services; (c) create Aggregate Data; and (d) for other purposes as described in our Privacy Policy. We will make Interaction Data related to your commerce offerings available to you as part of the Services, subject to applicable privacy laws and restrictions.

6.5 Aggregate Data

We may generate anonymized, aggregated data derived from Your Content and usage of the Services ("Aggregate Data"). Aggregate Data does not identify you or any individual and may be used for any business purpose.

7. INTELLECTUAL PROPERTY

7.1 Our Intellectual Property

The Services, including all software, algorithms, user interfaces, logos, trademarks, and other content and materials, are owned by Reindeer or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws. These Terms do not grant you any rights in our intellectual property except as expressly set forth herein.

7.2 Feedback

If you provide us with any suggestions, ideas, enhancement requests, recommendations, or other feedback related to the Services ("Feedback"), you grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, modify, and incorporate such Feedback into our Services without restriction or payment.

8. PRIVACY

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and sharing of information as described in our Privacy Policy.

9. USER RESPONSIBILITIES AND USE GUIDELINES

9.1 Acceptable Use

You agree to use the Services in compliance with these Terms and all applicable laws and regulations. You are responsible for all activity that occurs under your account and for ensuring that your use of the Services does not violate any third-party rights.

9.2 Implementation Responsibilities

You are solely responsible for properly implementing, configuring, and maintaining your commerce offerings and systems that interact with the Services. This includes implementing appropriate security measures, data validation procedures, and backup systems.

9.3 Content Guidelines

You agree not to use the Services to store, transmit, or display: (a) content that infringes intellectual property rights; (b) content that is illegal, harmful, abusive, or discriminatory; (c) malicious code or materials; or (d) content that violates the privacy or other rights of any person.

9.4 Third-Party Services and Links

The Services may use or be used in connection with third-party content, services, or integrations. We do not control or accept responsibility for any loss or damage that may arise from your use of any third-party content, services, and integrations, for which we make no representations or warranties. Your use of any third-party content, services, and integrations is at your own risk and subject to any terms, conditions, or policies applicable to such third-party content, services, and integrations.

10. WARRANTIES AND DISCLAIMERS

10.1 Warranties

Each party represents and warrants that it has the legal power and authority to enter into and perform its obligations under this Agreement. You warrant that: (a) you have all necessary rights and permissions to provide Your Content to us; (b) you will use the Services in accordance with the terms of this Agreement and applicable laws, rules and regulations; and (c) you will not submit Personal Information to the Services except as expressly permitted.

10.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, THE SERVICES ARE PROVIDED "AS IS," AND WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.3 AI-Specific Acknowledgments

You acknowledge that the Services may utilize artificial intelligence and automated processes that: (a) may produce unexpected or incorrect outputs; (b) require human review and validation; (c) are not guaranteed to achieve any particular results or business outcomes; and (d) are subject to your ultimate control over deployment and implementation decisions. You are solely responsible for reviewing and validating all outputs before use.

11. LIMITATION OF LIABILITY

11.1 Limitation of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) $100.

11.3 Exclusions and Super Cap

The limitations in this Section 11 will not apply to: (a) your payment obligations; (b) your breach of Sections 5.3 (Restrictions); or (c) any liability that cannot be limited by applicable law.

Notwithstanding the foregoing, the Liability Cap shall be elevated to four times (4x) the Liability Cap for either party's indemnification obligations in Section 12 of this Agreement.

11.4 Essential Basis

You acknowledge that the fees reflect the allocation of risk set forth in these Terms and that we would not enter into these Terms without these limitations on our liability. The limitations in this Section 11 will apply notwithstanding the failure of essential purpose of any limited remedy.

12. INDEMNIFICATION

12.1 Your Indemnification

You will defend, indemnify, and hold harmless Reindeer, its affiliates, and their respective directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content; (b) your use of the Services in violation of these Terms or applicable law; (c) your breach of these Terms; or (d) your violation of any third-party rights, including intellectual property rights or privacy rights.

12.2 Our Indemnification

We will defend, indemnify, and hold you harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any claim that the Services, when used as authorized under these Terms, infringe any third party's intellectual property rights. This obligation does not apply if the alleged infringement arises from: (a) Your Content; (b) modifications to the Services not made by us; (c) your failure to use updated or modified versions of the Services provided by us; or (d) your use of the Services in combination with products or services not provided by us.

12.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable assistance to the indemnifying party, at the indemnifying party's expense. The indemnifying party will not settle any claim in a manner that admits fault or imposes any obligation on the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld.

13. TERM AND TERMINATION

13.1 Term

These Terms will commence on the date you first accept them or access the Services and will continue until terminated as provided herein.

13.2 Termination

Either party may terminate these Terms: (a) at any time for convenience, with either party terminating by providing notice to the other party; or (b) immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days after receiving written notice of the breach, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, liquidation, or similar proceedings.

13.3 Effect of Termination

Upon termination of these Terms: (a) all licenses granted to you will terminate; (b) you must cease all use of the Services; and (c) you must pay any outstanding fees.

13.4 Survival

Sections 6.2 (License to Your Content), 6.5 (Aggregate Data), 7 (Intellectual Property), 10.2 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13.3 (Effect of Termination), 13.4 (Survival), and 15-18 will survive termination of these Terms.

14. SUSPENSION

We may suspend your access to the Services immediately if: (a) you fail to pay any fees when due; (b) we reasonably believe that you have violated these Terms; (c) we reasonably believe that your use of the Services poses a security risk or could harm us or any third party; or (d) we are required to do so by law or by a regulatory authority. We will make reasonable efforts to inform you of the reason for the suspension and the steps you can take to resolve the issue, unless prohibited by law.

15. CHANGES TO TERMS

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Services or by other means, such as email. If you continue to use the Services after the changes take effect, you agree to be bound by the revised Terms. If you do not agree to the changes, you must stop using the Services and terminate these Terms.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

16.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved by binding arbitration before a single arbitrator in New York, New York. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.3 Class Action Waiver

YOU AND REINDEER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Reindeer agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

16.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy breach of intellectual property rights, violations of the restrictions in Section 5.3, unauthorized access to the Services, or any other irreparable harm for which monetary damages would be inadequate.

16.5 Venue

For any court proceedings permitted under these Terms, including proceedings seeking injunctive relief under Section 16.4, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York. Each party waives any objection to venue and any defense of inconvenient forum.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, along with any policies referenced herein, constitute the entire agreement between you and Reindeer regarding the Services and supersede all prior agreements and understandings, whether written or oral.

17.2 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

17.3 Customer References

We may use your name and logo to identify you as a customer of Reindeer on Reindeer's website and in marketing materials.

17.4 No Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

17.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.

17.6 No Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

17.7 Assignment

You may not assign or transfer these Terms or any of your rights or obligations, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment or transfer without consent will be void. We may assign these Terms, in whole or in part, without restriction.

17.8 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, government action, pandemic, internet service provider failures or delays, or denial of service attacks.

17.9 Notices

We may provide notices to you via email to the address associated with your account, through the Services, or by mail to the address you provide. Such notices will be deemed received 24 hours after being sent or posted. You may provide notices to us by emailing legal@withreindeer.com, which will be deemed received 24 hours after being sent.

17.10 Export Compliance

The Services may be subject to export laws and regulations. You agree to comply with all such laws and regulations and not to export, re-export, or transfer the Services to any country or person to whom export is prohibited under applicable laws.

18. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Search Party Technologies, Inc. d/b/a Reindeer
447 Broadway, Fl 2, Unit 212
New York, NY 10013
Email: legal@withreindeer.com