Terms & Conditions

Effective date: April 13, 2026

1. Service Description

SplitRun ("Service") is a B2B SaaS commission engine and insight platform provided by Deliquio CA Inc., d/b/a SplitRun ("Company," "we," "us," "our"). The Service helps Independent Sales Organizations (ISOs), merchant services offices, and similar organizations track, analyze, and optimize residual and commission structures across agents, merchants, vendors, and revenue streams.

By accessing or using SplitRun, you ("Customer," "you," "your") agree to be bound by these Terms & Conditions ("Agreement"). If you do not agree to these terms, do not use the Service.

2. Subscription Plans & Pricing

SplitRun offers the following subscription tiers, effective as of the date stated in your subscription confirmation:

• Starter — $49 per month
• Growth — $149 per month
• Scale — $299 per month
• Enterprise — Custom pricing available upon request

Add-on features and premium modules are available at additional cost. Pricing is subject to change upon 30 days' notice, except that changes will not apply to your current subscription period.

3. Free Trial

We offer a 14-day free trial for new customers. During the trial period, you will have full access to the Service at no charge. Your trial period begins on the date you first access your account and ends 14 days later.

At the end of your free trial, your account will automatically convert to a paid subscription at your chosen tier unless you cancel before the conversion date. We will send a reminder email at least 3 days before conversion occurs.

4. Billing & Payment

4.1 Payment Method

All payments are processed through Stripe, a third-party payment processor. You agree to provide valid payment information (credit card, debit card, or other payment method supported by Stripe) and authorize us to charge your payment method for your subscription fees.

4.2 Billing Cycle

Subscription fees are billed monthly or annually, depending on your selected billing cycle. Monthly billing renews automatically each month on the same date your subscription began. Annual billing renews automatically each year on the anniversary date.

4.3 Auto-Renewal

All subscriptions renew automatically. Your payment method will be charged on the renewal date unless you cancel your subscription at least 7 days before renewal. You can cancel or modify your subscription at any time via your account settings.

4.4 Failed Payments

If a payment fails, we will attempt to charge your payment method again up to three times over the following 7 days. If payment ultimately fails and remains unpaid for 30 days, your account will be suspended, and access to the Service will be restricted until payment is received. You are responsible for all fees and charges incurred through the date of suspension.

4.5 Invoices & Refunds

Invoices are issued upon subscription activation and renewal. Refunds are issued only in cases of billing errors or as otherwise provided in writing by Company. Refunds, if approved, must be requested within 30 days of the charge date.

5. Usage Limits & Active-Only Counting

5.1 Active-Only Billing Model

SplitRun operates on an active-only billing model. You are charged only for merchants and agents that have activity during a given billing month. Specifically:

• A merchant is counted as active if it records at least one commission, residual, or tracked event in the month.
• An agent is counted as active if they record at least one commission, activity, or tracked event in the month.

Inactive merchants and agents incur no charges for that billing period.

5.2 Usage Overages & Add-Ons

Each tier includes standard limits on active merchants and agents. If your usage exceeds your current tier's limits, you may:

• Purchase add-ons to increase capacity within your current tier, or
• Automatically upgrade to a higher tier if add-on costs would equal or exceed the next tier's base price.

Automatic upgrades occur at the billing cycle's commencement and are reflected in your next invoice. You will receive notification of any automatic upgrade before charges are applied.

6. Add-Ons & Premium Features

Additional features, modules, and capacity add-ons are available for purchase and are billed separately or as line items on your invoice. Add-on pricing is displayed at purchase and in your account settings. Add-ons renew automatically unless cancelled in accordance with your subscription renewal terms.

7. Service Level Agreement (SLA)

7.1 Uptime Commitment

We commit to making commercially reasonable efforts to maintain the availability and uptime of the Service. While we do not guarantee 100% uptime, we strive for continuous reliability across all tiers.

7.2 Scheduled Maintenance

We may perform scheduled maintenance with minimal notice. Scheduled maintenance windows are typically conducted during off-peak hours and do not count against our uptime commitment.

7.3 Service Disruptions

In the event of an unplanned service disruption lasting more than 4 consecutive hours, you may request a service credit equal to a prorated portion of your monthly subscription fee, not to exceed 5% of fees paid in that month. Service credits must be requested within 30 days of the disruption and are the exclusive remedy for service outages.

8. Data Ownership & License

8.1 Customer Data

You retain all ownership rights to data you upload, input, or create within SplitRun ("Customer Data"), including commission records, sales data, accounts, and representative information.

8.2 Limited License to Company

By using the Service, you grant SplitRun a non-exclusive, worldwide, royalty-free license to access, process, and analyze your Customer Data solely for the purpose of:

• Providing and improving the Service,
• Analyzing trends and generating anonymized insights, and
• Complying with applicable law or legal obligations.

8.3 Data Deletion

You may delete your Customer Data at any time via your account settings. We will permanently delete your data within 30 days of your request. Deleted data cannot be recovered. Backups and logs may be retained for up to 90 additional days for security and legal compliance purposes.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and to protect it with the same degree of care used for its own confidential information, but in no case less than reasonable care. Confidential information includes, but is not limited to, Customer Data, technical specifications, and pricing terms.

Confidentiality obligations do not apply to information that: (a) is publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law or court order, provided that the disclosing party gives prompt notice to allow the other party to seek protective measures.

10. Representations & Warranties

10.1 Company Warranties

SplitRun represents that the Service will substantially conform to the documentation provided to you. We warrant that we have the right to license the Service to you and that the Service does not infringe any third-party intellectual property rights.

10.2 Customer Warranties

You represent that: (a) you have the authority to enter into this Agreement; (b) you own or have the right to provide all Customer Data to us; (c) your use of the Service complies with all applicable laws and regulations; and (d) you will not use the Service for any illegal, harmful, or unethical purpose.

10.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR SPECIFIC REQUIREMENTS.

11. Limitation of Liability

11.1 Cap on Liability

IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES YOU PAID TO SPLITRUN IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THIS CAP APPLIES TO ALL CLAIMS, WHETHER ARISING FROM BREACH, TORT, NEGLIGENCE, OR OTHERWISE.

11.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Essential Terms

You acknowledge that the limitation of liability in this section is an essential term of this Agreement and that neither party would enter into this Agreement without these limitations.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond reasonable control, including acts of God, natural disasters, government action, war, or pandemic. The affected party must provide prompt notice and use reasonable efforts to mitigate the impact. This provision does not excuse payment obligations.

13. Assignment

You may not assign, transfer, or sublicense your rights under this Agreement without our prior written consent. We may assign this Agreement to a successor or affiliate upon written notice to you. Any unauthorized assignment is void.

14. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed. The remaining provisions will remain in full force and effect.

15. Entire Agreement

This Agreement, together with our Privacy Policy and any other documents expressly incorporated by reference, constitutes the entire agreement between you and SplitRun regarding your use of the Service. It supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral. No course of dealing or trade practice modifies these terms.

16. Amendments

We may amend this Agreement at any time by posting the revised version on our website. Continued use of the Service after such posting constitutes your acceptance of the revised terms. Material changes will be communicated via email at least 30 days before becoming effective. If you do not agree to amended terms, you may cancel your subscription.

17. Termination

17.1 Termination by You

You may cancel your subscription at any time via your account settings. Cancellation is effective at the end of your current billing period. No refunds are issued for partial months, except as provided in Section 7.3 (SLA credits).

17.2 Termination by SplitRun

We may suspend or terminate your access to the Service if: (a) you breach any material term of this Agreement and fail to cure within 15 days of written notice; (b) you violate applicable law or engage in illegal conduct; or (c) your account is inactive for more than 12 months.

17.3 Effect of Termination

Upon termination, your access to the Service will be immediately revoked. You may export your Customer Data in accordance with Section 8.3 within 30 days of termination. After 30 days, we will delete all Customer Data.

18. Contact & Support

For questions, concerns, or legal inquiries regarding these Terms & Conditions, please contact us at:

Deliquio CA Inc., d/b/a SplitRun
Email: legal@splitrun.io

19. Governing Law & Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Both parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

Last Updated: April 13, 2026