Terms of Service
Last updated: September 2025
1.0 Definitions
a. "Aggregate Data" means any data that is derived or aggregated in deidentified form from (i) any Merchant Materials; or (ii) Merchant's and/or its Authorized Users' Use of the Subscription Services.
b. "Authorized Users" means Merchant's employees, contractors, representatives, or agents authorized to access and use the Subscription Services on Merchant's behalf to manage End User events. Authorized Users do not include End Users.
c. "Company IP" means the Subscription Services, underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes, Documentation, Aggregate Data, and all improvements, modifications, or derivative works, along with all intellectual property rights in and to any of the foregoing.
d. "Documentation" means manuals, training materials, specifications, and similar materials provided by Company to Merchant relating to the Subscription Services, which may be updated upon notice to Merchant.
e. "End Users" means end users of the Sites, including Merchant's customers and potential customers.
f. "Licensed Volume" means the usage limits for the Subscription Service specified in the Order Form, including limits on Authorized Users, transactions, returns, shipments, orders, or other metrics. Usage exceeding Licensed Volume may trigger tier upgrades or overage fees per Section 3(b).
g. "Merchant Materials" means information, data, and content provided by Merchant or End Users through the Subscription Services, excluding Aggregate Data and Company IP.
h. "Order Form" means (i) a mutually executed order form, (ii) a purchase order accepted by Company in writing, or (iii) a quote issued by Company and accepted by Merchant, which references this Agreement and specifies the Subscription Services.
i. "Sites" means Merchant's ecommerce websites, mobile applications, online stores, marketplaces, and platforms where Subscription Services will be integrated, including third-party platforms where Merchant maintains a presence.
j. "Subscription Services" means Company's proprietary technology platform described in the applicable Order Form.
k. "Use" means to use and access the Subscription Services according to this Agreement and Documentation, including making the Subscription Services available to End Users via the Sites.
2.0 Subscription Services
a. Services. Company will provide the Subscription Services to Merchant according to the Order Form, this Agreement, and the Licensed Volume limitations.
b. Right to Use the Subscription Services. Company owns all rights to the Subscription Services and Documentation. Subject to Merchant's compliance with this Agreement, Company grants Merchant a limited, non-exclusive, non-transferable (except pursuant to section 12(c)) right to Use the Subscription Services according to the Licensed Volume during the Term. Company retains all rights not expressly granted. Any intellectual property created during the Term vests solely in Company, and Merchant assigns any rights it may have in such property to Company.
c. Use Restrictions. Merchant will not and will not permit anyone to: (i) copy, modify, or create derivative works of the Subscription Services; (ii) reverse engineer or attempt to access any software component; (iii) sell, resell, distribute, or allow unauthorized use; (iv) use the Subscription Services to violate laws or third-party rights; (v) access or search the Subscription Services except through Company-provided interfaces; (vi) use the Subscription Services for any fraudulent or deceptive activity (including impersonating any person or entity, claiming a false affiliation or identity, or accessing any account without permission); (vii) monitor the availability, performance, or functionality of the Subscription Services for benchmarking or competitive purposes; or (viii) develop or assist anyone else to develop any similar or competing solution.
d. Authorized Users. Merchant may permit Authorized Users to Use the Subscription Services provided they comply with this Agreement. Company may suspend or terminate any Authorized User who violates this Agreement. Merchant is responsible for all acts by its Authorized Users and End Users' use via the Sites.
3.0 Fees
a. Fees and Payment. Merchant will pay the non-refundable fees specified in the Order Form, including applicable taxes and third-party service costs. Merchant will be enrolled in automatic billing with payments in the currency specified on the Order Form. Payment may be made via credit card. Merchant remains responsible for all fees if payment cannot be processed.
b. Volume Adjustments. Merchant is given a total Licensed Volume measured by number of monthly returns processed via the Subscription Services. The Licensed Volume is monitored by Company on a rolling 6-month average. If the Licensed Volume is exceeded on a 6-month average, Company will move Merchant to the appropriate higher tier and provide reasonable notice at least 30 days in advance. If volume exceeds the highest pre-defined tier, either party may request to negotiate additional volume tiers in good faith. All pricing tiers are made publicly available at https://www.floatreturns.com/pricing.
c. Late Payment. If Merchant fails to pay undisputed fees when due, or fails to pay disputed fees within ten (10) business days after Company's final determination in accordance with section 3(d), late charges will accrue at 1.5% per month (or the maximum legal rate if lower). Company may suspend services until payment is made. Merchant will reimburse Company for collection costs, including reasonable attorneys' fees.
d. Payment Disputes. To dispute an invoice, Merchant must: (i) pay undisputed portions when due; (ii) submit a written dispute notice within fifteen days of receipt with details and documentation. Company will respond within fifteen (15) days, and the parties will work to resolve disputes promptly. Failure to dispute within fifteen (15) days constitutes acceptance.
4.0 Merchant Materials and Data
a. Ownership. Merchant owns and retains all rights to Merchant Materials. Merchant grants Company the right to use and display Merchant's names, logos, and trademarks solely to provide the Subscription Services during the Term. Merchant also grants Company the right to use Merchant Materials to provide, maintain, and improve the Subscription Services.
b. Data Processing. The Parties agree that the terms of the Data Processing Agreement available at www.floatreturns.com/dpa (the "DPA") shall govern Company's processing of Personal Data (as defined in the DPA).
5.0 Representation and Warranties
a. Mutual Representations. Each Party represents and warrants that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution and performance of this Agreement have been duly authorized and do not violate its organizational documents.
b. Merchant Representations. Merchant represents and warrants that Company's use of the Merchant Materials as permitted under this Agreement will not violate any laws or third-party agreements.
6.0 Term
a. Term Length. Except as otherwise set forth in the Order Form, the initial term of this Agreement begins on the Effective Date and remains in effect for the length specified in the Order Form (the "Initial Term") and will automatically renew for additional periods as specified in the Order Form (each a "Renewal Term," and together with the Initial Term, the "Term") unless either Party provides at least sixty (15) days written notice of its intent not to renew the Agreement prior the end of the then-current Term.
7.0 Termination
a. Termination for Cause. Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of notice. Company may immediately terminate if Merchant: (i) breaches Sections 2(b), 2(c), or 2(d); (ii) fails to make any undisputed payment within ten days after it's due; or (iii) infringes Company's intellectual property rights of the Subscription Services.
8.0 Confidentiality
a. Confidential Information. "Confidential Information" means information provided by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated confidential or reasonably should be considered confidential. The Subscription Services and Documentation are Company's Confidential Information. The Receiving Party will use Confidential Information only to perform its obligations or exercise its rights under this Agreement. Company may use Merchant's Confidential Information in deidentified form for Aggregate Data. The Receiving Party may disclose Confidential Information only to those with a need to know who are bound by confidentiality obligations, or as required by law with prior notice to the Disclosing Party. This Agreement's terms may be disclosed on a confidential basis for due diligence. Personal data is governed by the Privacy Policy, not this section.
b. Exclusions. These obligations don't apply to information that: (i) becomes public through no fault of the Receiving Party; (ii) was known to the Receiving Party without confidentiality obligations; (iii) is independently developed without access to Confidential Information; or (iv) is rightfully obtained from a third party without restrictions.
9.0 Disclaimer: Limitation of Liability
a. Disclaimer. THE SUBSCRIPTION SERVICES AND COMPANY IP ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION.
MERCHANT IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH LAWS REGARDING ITS PRODUCTS AND SERVICES. COMPANY IS NOT RESPONSIBLE FOR THIRD-PARTY CARRIER ERRORS OR OMISSIONS. MERCHANT IS SOLELY RESPONSIBLE FOR ANY GIFT CARD ISSUANCE, INCLUDING COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.
b. Exclusion of Damages. EXCEPT FOR BREACH OF CONFIDENTIALITY, FRAUD, WILLFUL MISCONDUCT, PAYMENT OBLIGATIONS, OR IP RIGHTS VIOLATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF LEGAL THEORY.
c. Total Liability. EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, OR PERSONAL DATA LIABILITY, COMPANY'S TOTAL LIABILITY WILL NOT EXCEED FEES PAID BY MERCHANT TO COMPANY (EXCLUDING PASS-THROUGH AMOUNTS) IN THE TWELVE MONTHS PRECEDING THE CLAIM. FOR PERSONAL DATA LIABILITY, LIABILITY WILL NOT EXCEED TWO TIMES SUCH FEES.
d. Basis of the Bargain. THE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN AND WILL APPLY EVEN IF REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
10.0 Indemnification
a. Indemnification by Company. Subject to Section 11(b), Company will defend Merchant against third-party claims alleging that Merchant's Use of the Subscription Services infringes intellectual property rights, and will indemnify Merchant against resulting damages and costs. If Company believes the Subscription Services may infringe, it may at its option: (i) modify them to be non-infringing; (ii) procure rights for continued Use; or (iii) terminate this Agreement and refund prepaid fees for the unexpired portion.
b. Exclusions. Company's obligations under Section 11(a) don't apply to claims arising from: (i) Merchant's breach, negligence, or fraud; (ii) Merchant Materials or Sites; (iii) failure to use updates provided by Company; (iv) modifications by anyone other than Company; or (v) combinations with materials not provided by Company.
c. Indemnification by Merchant. Merchant will defend and indemnify Company against claims that: (i) Merchant Materials infringe third-party rights or violate laws; (ii) arise from Merchant's improper Use of the Subscription Services; (iii) relate to Merchant's products or services; (iv) involve a breach of Section 2(c); or (v) result from Merchant's negligence, willful misconduct, or fraud.
d. Indemnification Procedures. The indemnified party will promptly notify the indemnifying party of claims (allowing sufficient time to respond). The indemnifying party will have exclusive control over defense and settlement, with the indemnified party providing reasonable cooperation at the indemnifying party's expense. The indemnified party may participate at its own expense.
11.0 Miscellaneous
a. Entire Agreement. This Agreement, including exhibits and Order Forms, is the complete agreement between the Parties, superseding all prior agreements on this subject matter.
b. Force Majeure. Neither Party is responsible for failures or delays in performance (except payment obligations) due to causes beyond its reasonable control, including labor disputes, shortages, attacks, telecommunications failures, pandemics, governmental actions, war, terrorism, or acts of God.
c. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to an acquirer or successor in connection with a merger, acquisition, or sale of substantially all assets. Any other attempted assignment is void. This Agreement binds the Parties and their permitted successors and assigns.
d. Governing Law; Jurisdiction. Any inconsistencies and disputes which may arise from the Agreement, including interpretation, validity, and execution, must be settled in accordance with Danish law, with the Court of Copenhagen as a jurisdiction. Before any litigation is taken, the Parties shall seek, in good faith, to settle amicably their disputes relating to the validity, performance and interpretation of the Agreement. The Parties shall meet to discuss their points of view and make any relevant findings to enable them to find a solution to the conflict between them. The Parties shall endeavor to reach an amicable agreement within thirty (30) days of notification by one of them of the need for an amicable agreement by registered letter with acknowledgement of receipt.
e. Updates to Terms. Company may change the terms of this Agreement (including any exhibits or additional terms) from time to time and will post any such changes at https://www.floatreturns.com/terms. The Company will inform the Merchant if any such change is material. Material changes will become effective upon at least fifteen (15) days advance notice.