Terms and Conditions
1. Agreement
1.1A signed Sales Order and these Terms together form the agreement between EQid and Customer (the "Agreement"). If a Sales Order and these Terms conflict, the Sales Order controls. Terms on a Customer purchase order, vendor portal or similar document do not apply, even if EQid accepts that document.
1.2The "Effective Date" is the date of the last signature on a Sales Order. The "Term Start Date" is the date the Initial Term begins, as stated on the Sales Order, or the Effective Date if none is stated. A "contract year" is each twelve (12) month period beginning on the Term Start Date or its anniversary.
1.3The version of these Terms in effect on the Effective Date applies to a Sales Order for its Initial Term, and the then-current version applies from the start of each renewal. EQid keeps a permanent copy of every version on its website. EQid may update operational details (support hours, supported hardware, system requirements, security practices and Platform features) at any time with thirty (30) days' notice, and may make changes required by law effective on notice. These updates will not change Fees, the term, or Sections 8 and 9 during a current term.
2. Using the Platform
2.1While Fees are paid, Customer and its employees and contractors may use the modules and Facilities listed on the Sales Order for Customer's internal business. Customer may not copy, resell, share with third parties, reverse engineer or build a competing product from the Platform, or share login credentials. EQid owns the Platform, all improvements to it, and any feedback Customer provides.
2.2Customer may add Facilities or modules at any time by email. Additions are billed at the per-Facility price for the then-current contract year, prorated to the end of that contract year, and end with the Sales Order. The number of Facilities may not be reduced below the minimum on the Sales Order during the term. EQid may review Platform records to confirm the number of Facilities in use and, once per contract year, may ask Customer to confirm it in writing; Facilities in use but not on the Sales Order will be added and invoiced from the date use began.
3. Customer responsibilities
3.1Customer is responsible for its accounts and users, and for the accuracy and upkeep of the data it enters. Reports, valuations, par levels, reorder suggestions and savings estimates are decision-support tools that depend on that data. Customer is responsible for reviewing them and for every decision it makes using the Platform.
3.2No patient information. The Platform is not designed to store protected health information, and EQid does not act as a HIPAA business associate. Customer will not enter patient names, patient identifiers or other protected health information, and is responsible for any consequences if it does.
4. Fees, invoicing and payment
4.1Customer will pay all Fees stated on each Sales Order. Unless the Sales Order states otherwise, Subscription Fees are invoiced annually in advance at the start of each contract year, and all invoices are due within thirty (30) days of the invoice date in U.S. dollars.
4.2Unless the Sales Order states otherwise, Customer may use the Platform from the Effective Date. If the Effective Date is earlier than the Term Start Date, EQid will invoice a prorated amount for the period from the Effective Date to the Term Start Date.
4.3Subscription Fees increase on each anniversary of the Term Start Date by the percentage stated on the Sales Order. If no percentage is stated, Subscription Fees may increase by up to five percent (5%) per contract year. For any Renewal Term, EQid may change its pricing by giving written notice at least ninety (90) days before the Renewal Term begins. Otherwise the pricing in effect at the end of the prior term, plus the stated annual increase, applies.
4.4Annual commitment. EQid's pricing is based on Customer's commitment for each full contract year, so Fees are earned when invoiced and cover the full period they are billed for. Payment obligations are not contingent on actual use of the Platform, on the number of Authorized Users, on the progress of Customer's rollout or data entry, or on the delivery of any future feature or Module. Once paid, Fees are applied to the period they cover and are not returned, prorated or carried over to other products, services or periods.
4.5Fees exclude taxes. Customer will pay all sales, use, value-added, withholding and similar taxes related to the Agreement, other than taxes on EQid's net income. If Customer claims a tax exemption, it must provide a valid exemption certificate before invoicing.
4.6Overdue amounts accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law if lower, from the due date until paid. Customer will reimburse EQid's reasonable costs of collection, including attorneys' fees.
4.7If any undisputed amount is more than fifteen (15) days overdue, EQid may, after giving Customer at least ten (10) days' written notice, suspend access to the Platform until all overdue amounts are paid. Fees continue to accrue during any suspension.
4.8Customer must notify EQid in writing of any good-faith invoice dispute, with supporting detail, within fifteen (15) days of the invoice date. Otherwise the invoice is considered accepted. Customer will pay any undisputed portion on time. Customer may not withhold, set off or reduce payment because of any claim against EQid.
4.9Purchase orders, vendor portals or supplier registrations that Customer requires are Customer's responsibility. Delay in issuing a purchase order does not extend payment due dates.
5. Term, renewal and ending the agreement
5.1Each Sales Order continues for the Initial Term stated on it, then renews automatically for twelve (12) month periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the current term.
5.2Either party may end a Sales Order if the other materially breaches the Agreement and does not fix it within thirty (30) days after written notice. EQid may end it on ten (10) days' written notice if Customer does not pay an amount when due. Customer may end a Sales Order early for convenience only if the Sales Order allows it, on the notice and dates stated there.
5.3When a Sales Order ends, Customer's access ends, and Customer will pay all Fees accrued or committed through the end date. Fees already paid remain applied to the period they cover, as described in Section 4.4. If Customer ends for convenience, any Fees for the current contract year not yet invoiced become due. If EQid ends for Customer's breach or non-payment, all Fees for the remainder of the then-current term become due. In either case, if this happens before the end of the Initial Term, EQid may also invoice the list price of any waived fee shown on the Sales Order. If Customer ends for EQid's unfixed material breach, Customer owes no Fees for periods after the end date that have not yet been invoiced.
5.4For thirty (30) days after a Sales Order ends, if all Fees are paid, Customer may request an export of its data. After that, EQid may delete it.
6. Hardware and services
6.1Hardware (scanners, label printers, labels and similar items) is sold separately from the subscription and is due on invoice. It ships FOB origin, title passes when EQid is paid in full, and it is covered only by the manufacturer's warranty. Because Hardware is ordered specifically for Customer, it is not returnable once delivered, except that unopened Hardware may be returned with EQid's written approval and a restocking fee of up to twenty percent (20%). Shortages or shipping damage must be reported within five (5) business days of delivery.
6.2Implementation, data import, training and support are limited to what the Sales Order describes and are provided remotely during EQid's business hours (Monday to Friday, 8:00 a.m. to 5:00 p.m. Central Time). Imports use Customer's data as provided. Included or waived services not used within one hundred twenty (120) days of the Effective Date expire. On-site inventories, tagging and counting are not included unless the Sales Order says so.
7. Data, security and confidentiality
7.1Customer owns its data. EQid may use it to provide, secure, support and improve the Platform, and may create and use aggregated data that does not identify Customer or any individual.
7.2EQid maintains commercially reasonable safeguards, including encryption in transit, role-based access and regular backups, and will notify Customer without undue delay if it confirms unauthorized access to Customer's data in EQid's systems. No system is completely secure. Customer is responsible for its own credentials, devices and user permissions, and for keeping its own exports of data it needs.
7.3Each party will keep the other's non-public information confidential, use it only for the Agreement, and share it only with people who need it and are bound to protect it. Sales Order pricing is EQid's confidential information. EQid may list Customer as a customer by name and logo unless Customer asks it not to.
8. Disclaimer and limitation of liability
8.1THE PLATFORM, HARDWARE, REPORTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EQID DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EQID DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL PRODUCE ANY PARTICULAR SAVINGS OR SATISFY ANY SURVEY, AUDIT OR REGULATORY REQUIREMENT. IF THE PLATFORM DOES NOT WORK AS DESCRIBED IN ITS USER GUIDES, EQID WILL USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT IT, AND THAT IS CUSTOMER'S ONLY REMEDY.
8.2TO THE MAXIMUM EXTENT PERMITTED BY LAW, EQID IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, SAVINGS OR DATA, AND EQID'S TOTAL LIABILITY FOR ALL CLAIMS UNDER THE AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES CUSTOMER PAID TO EQID UNDER THE APPLICABLE SALES ORDER IN THE SIX (6) MONTHS BEFORE THE CLAIM AROSE. EQID IS NOT LIABLE FOR CUSTOMER'S DATA OR DECISIONS, FOR LOST, STOLEN OR UNTRACKED ASSETS OR SUPPLIES, FOR STOCK-OUTS OR PURCHASING ERRORS, FOR OUTAGES CAUSED BY HOSTING PROVIDERS OR THE INTERNET, OR FOR HARDWARE DEFECTS. THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS AND APPLY TO THE FULLEST EXTENT THE LAW ALLOWS.
9. Indemnification
9.1Customer will defend EQid and its owners, employees and contractors against any third-party claim, and pay the resulting damages and costs, arising from Customer's data (including any patient information entered in breach of Section 3.2), Customer's use of the Platform or Hardware, decisions Customer makes using them, or Customer's breach of the Agreement or the law.
9.2If a third party claims the Platform infringes its rights, EQid may obtain the right for Customer to keep using it, modify it, or end the affected module with no further Fees owed for periods not yet invoiced. This is EQid's only obligation for such claims.
10. Resolution of disputes
10.1The parties will first try to resolve any dispute in good faith between senior representatives within thirty (30) days of written notice. If that fails, the dispute will be decided only by the state or federal courts located in Collin County, Texas, USA, under the laws of the State of Texas. EQid may collect unpaid Fees or seek an injunction in any court.
10.2Any claim by Customer must be brought within two (2) years after it first arises, or it is waived. Each party waives trial by jury. The prevailing party may recover its reasonable attorneys' fees and costs.
11. General
11.1If any part of these Terms is unenforceable, it will be enforced as far as the law allows and the rest remains in effect. Not enforcing a right is not a waiver of it.
11.2Customer may not transfer the Agreement without EQid's written consent. EQid may transfer it to an affiliate or to a buyer of its business. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations. The parties are independent contractors.
11.3Legal notices must be in writing to the addresses on the Sales Order; notices to EQid go to EQid Inventory, LLC, 550 S Watters Rd, Suite 272, Allen, TX 75013, with a copy to info@eqidinventory.com. The Agreement is the entire agreement between the parties on its subject and replaces all earlier proposals, demos and discussions. Changes must be in writing and signed by both parties, except as stated in Section 1.3. Sales Orders may be signed electronically. Sections 2.1, 4, 5.3, and 7 through 11 continue after the Agreement ends.
Version history
Version 1.0 · Effective October 1, 2026 · eqidinventory.com/terms-v1-0.html