TERMS OF SERVICE AGREEMENT

These terms of Service are entered into by and between You and Qrexchange LLC and sites it operates, including qrexchange.com (collectively, “QR Exchange,” “Company,” “we,” or “us”). The following terms and conditions together with any documents they expressly incorporate by reference, such as our Privacy Policy, (collectively, “Terms of Service”), govern your access to and use of www.qrexchange.com (“website”) and all versions of Our technology offered through both Our website and through mobile or desktop applications whether as a guest or as a user of our functionality that we offer (each, an “App”), including any content, functionality, and services offered on or through our websites or Apps, such as the QR codes, a new generation of QR codes that provides a secure and tailored experience for consumers with patent/patent-pending technology. The website and Apps are collectively the “Sites.” Be advised that the desktop and mobile app versions of the App have different functionality.

Please read the Terms of Service carefully before you start to use any of our Sites. The Terms of Service include a provision on page 23 waiving the right to pursue any class, group or representative claim and requiring you to pursue certain disputes through individual arbitration. By using any of our Sites, by downloading the App, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service, and you authorize our collection, use, disclosure and other handling of information as set forth in our Privacy Policy, found at this link, which is incorporated into these Terms of Service by reference. If you do not want to agree to these Terms of Services or the Privacy Policy, you must not access or use any of our Sites.

If you use the Sites on behalf of a company or other entity, then (i) all references to “you” (except in this sentence) shall include you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use and to any related agreements, and that you agree to these Terms of Use on the entity’s behalf.

The Sites are offered and available to users who are 18 years of age or older. By using any of our Sites, you represent and warrant that you are of legal age to form a binding contract with the Company, and are at least 18 years of age.

Be advised that Qrexchange, including its employees are not offering or providing any financial or legal advice on its website or through its Services.

To access any of our Sites, you may be asked to provide certain registration details or other information. It is a condition of your use of any of our Sites that all the information you provide on any of our Sites is correct, current, and complete. You agree that we can use, disclose and otherwise handle all information you provide to use our services, or that we otherwise collect in connection with our Sites, pursuant to our Privacy Policy. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. If you suspect or discover any breach of security or unauthorized use of your password or account, you must immediately notify us at qrexchangead@qrexchange.com. We will not be liable for any losses caused by any unauthorized use of your account or of any password you create for your account.

Electronic Communications

You consent to receiving electronic communications from us and represent that the recipient of every electronic communication sent in connection with your use of any of our Sites has agreed to receive such communications, and that you will not use any of our Sites to send unlawful or unsolicited electronic communications. You agree to receive all communications and notices that we provide in connection with the services, including communications related to our delivery of the Sites and your purchase of a Subscription Plan via electronic means, including by email or

in-service notification. You agree that all communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and you agree to keep your account contact information, including email address, current.

Intellectual Property Rights and License To Use The Sites

All of our Sites and their entire contents, features, and functionality (including all information, software, text, graphics, displays, images, video, and audio, and the design, selection, and arrangement thereof) (the “Content”) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to these Terms, Qrexchange hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable license to use the Sites for your own use only. This license does not include:

(i) any resale or commercial use of the Sites; (ii) any collection and use of any product listings, descriptions, or prices; (iii) any derivative use of the Sites; (iv) any downloading or copying of account information for the benefit of another business, organization, or commercial entity; or (v) any use of data mining, robots, or similar data gathering and extraction tools. You may not attempt to discover any source code, modify, publish, adapt, transmit, participate in the transfer or sale of, exhibit, distribute, display, reverse engineer, decompile, dissemble, perform, reproduce, create derivative works from, or in any way exploit any of the Sites, in whole or in part. Downloading or copying the Sites (including the Content) for other than your own use is expressly prohibited without the prior written permission of Qrexchange. You acknowledge that you do not acquire any ownership rights by accessing, downloading, or copying any of the Sites (which includes the Content), nor may you frame or utilize framing techniques to enclose any trademark, logo, or copyrighted material from the Sites or use any meta tags or any other hidden text utilizing our names or trademarks, without the express written consent of Qrexchange.

Except for the limited permission in the preceding paragraphs, Qrexchange does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from Our website on another Website or in any other media. Any software and other materials that are made available for downloading, access, or other use from Our website with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms or any of the terms on Our website will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

You agree that at any time in our sole discretion, without notice to you and without liability of any kind, we may make improvements and/or changes to Our Website, restrict or terminate your access to or use of any part or all of Our Website, or refuse, move, or remove any material that you submitted to Our Website. You represent, warrant, and agree that any information or materials you submit to or post on the Website (a) shall be true, accurate, and current; (b) will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy, or Fair Housing right; (c) will not be fraudulent, misleading, hateful, tortious, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (c) will not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another’s use of the Website; (d) will not promote illegal or harmful activities; and (e) will not be illegal, unlawful or contrary to any applicable laws or regulations where created, displayed, or accessed.

You agree not to (and not to assist any third party to): (a) engage in commercial use of the Sites or any content on the Sites; (b) reproduce, copy, display, screen grab, takes pictures or videos of, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, reverse engineer, decompile, create derivative works, or otherwise use any portion of the content or Software offered on the Sites for other than your own personal, non-commercial use; (c) remove any copyright, trademark or other proprietary rights notices contained in or on Our Website or any content or other material obtained via Our Website or any services on Our Website; (d) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of Our Website, such as for purposes of constructing or populating a searchable database of business or property reviews; (e) collect or harvest any information about other users for any purpose; (f) reformat or frame any portion of the web pages that are part of Our Website; (g) create user accounts by automated means or under false, misleading or fraudulent pretenses; (h) create or transmit unwanted electronic communications such as “spam” to other users or otherwise interfere with other users’ enjoyment of Our Website; (i) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (j) use Our Website to violate the security of any computer network, crack passwords or security encryption codes, or transfer or store illegal material, including any material that may be deemed threatening or obscene; (k) copy or modify the HTML code used to generate web pages on Our Website; (l) use any device, software or procedure that interferes with the proper working of Our Website, or otherwise attempt to interfere with the proper working of Our Website; (m) take any action that imposes an unreasonable or disproportionately large load on our IT infrastructure; (n) modify, adapt, translate, or reverse engineer any portion of Our Website; (o) use Our Website to violate any law or regulation, including but not limited to Fair Housing laws and regulations, or (p) use Our Website for any purpose that is unlawful or prohibited or unauthorized by these Terms of Service.

Except as we may expressly authorize you, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content, except as follows:

You may reproduce, publicly display, republish, download, store and transmit the QR codes, subject to the Terms of Service and any payments.

You may operate the webpage you create (“URL) subject to the terms herein, which may change over time.

You may download a copy of the App to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by this Terms of Service and any End User License Agreements related to any applications.

Your computer or device may temporarily store copies of materials from our Sites in RAM incidental to your accessing and viewing materials that are accessible on our Sites.

You may store files that are automatically cached by your browser for display enhancement purposes.

You may print or download one copy of a reasonable number of pages of any of our Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not:

  1. Modify copies of any materials from any of our
  2. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from any of our Sites.
  3. Alter the appearance or content of a QR

Except for your use of Personal QR Codes, which you are free to use for any lawful purpose permitted by these Terms of Service, subject to payment of any applicable subscription fees described below under “Subscriptions”, you must not access or use for any commercial purposes any part of any of our Sites, including any services or materials available through any of our Sites.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of any of our Sites in breach of the Terms of Service, your right to use any of our Sites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to any of our Sites, such as any content on any of our Sites, is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of any of our Sites not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws. You agree to abide by all additional restrictions displayed on the Sites as they may be updated from time to time.

PAYMENT

For Services offered on a payment or subscription basis, the following terms apply, unless Qrexchange or its third party affiliates notify you otherwise in writing. If you are given access to the Qrexchange web based SaaS application or mobile application through Our Sites you are required to sign either Our Subscription Agreement or End User License Agreement (EULA). This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

  1. Payments will be billed to you in S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
  2. Qrexchange utilizes the services of a third party payments processor to process all credit card payments you make for Services offered by Qrexchange.
  3. You must pay with one of the following:
    1. A valid credit card acceptable to Qrexchange;
    2. A valid debit card acceptable to Qrexchange;
    3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;

or

    1. By another payment option Qrexchange provides to you in
  1. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
  1. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
  1. Qrexchange will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this
  2. Additional cancellation or renewal terms may be provided to you on the website for the

USE WITH YOUR MOBILE DEVICE

Use of the Sites may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

QREXCHANGE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

  1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
  1. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
  2. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

When using Your Devices hereunder: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii) We shall make available the App for installation on Your Device. We hereby grant you a personal, non-exclusive, non-transferable license to install and use the App on Your Device solely for the purpose of seeking to use the Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the App (or any data associated therewith) with any third party. You agree that: (i) use of the App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the App on Your Device as an interface with the Services may consume very large amounts of data through the data plan.

WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

Downloading Mobile App (the “App”). You may access the App which can be downloaded from an applications store or applications distribution Services, such as the Apple Mobile App Store or Google Play, (the “Mobile App Provider”). You acknowledge and agree that: (i) these Terms & Conditions are entered into between us, and not with the Mobile App Provider, and that we are solely responsible for the App (not the Mobile App Provider); (ii) the Mobile App Provider has no obligation to furnish any maintenance and support services with respect to the App; (iii) the Mobile App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (iv) in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service; (v) the Mobile App Provider and its subsidiaries are third party beneficiaries of these Terms of Service as it relates to your license of the Mobile App, and that, upon your acceptance of these Terms of Service, the Mobile App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as related to your license of the App against you as a third party beneficiary thereof; and (vi) you must also comply with all applicable third party terms of service when using the App.

Notice Regarding Apple. You acknowledge that these Terms are between you and Qrexchange only, not with Apple, and Apple is not responsible for any App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any App. In the event of any failure of any App to conform to any applicable warranty, then you may notify Apple and request that Apple refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to any App. Apple is not responsible for addressing any claims by you or any third party relating to any App or your possession and/or use of any App, including, but not limited to: (i) product liability claims; (ii) any claim that any App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that any App or your possession and use of any App infringes that third party’s intellectual property rights. You will comply with any applicable third-party terms, when using any App. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this section of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this section of these Terms against you as a third-party beneficiary of these Terms.

You are responsible for any mobile charges that you may incur for using our Sites, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Sites.

You hereby represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If We provide a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.

Third-Party Software. The software you download in connection with any App consists of a package of components, including certain third-party software provided under separate license terms. Your use of the third-party software in conjunction with the App in a manner consistent with the terms of these Terms is permitted, however, you may have broader rights under the applicable third-party terms and nothing in these Terms is intended to impose further restrictions on your use of the third-party software.

Texting/SMS Laws. The App does not permit users to send SMS or text messages in the traditional manner which is sending such messages to another individual’s cellular number. Rather, a User would send another User in the App a request for permission to send a key back and forth and after permission is granted one of the Users begins the first message in the tree. The other user will scan the code digitally or physically and when responding back it gets appended to the previous message and the process repeats.

When you use the Sites, or send emails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us or with other users of the service electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages through the Sites, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your voluntary provision to Qrexchange of your cell phone number represents your consent that Qrexchange, may contact you by telephone, SMS, or MMS messages at that phone number, and your consent to receiving such communications for transactional, operational, or informational purposes. When you provide your phone number to Qrexchange, you warrant that you are the current subscriber or authorized user of the relevant account. You understand and agree that such messages may be sent using automated technology. You may unsubscribe from receiving text messages from Qrexchange at any time.

If you unsubscribe from receiving text messages from Qrexchange, you may continue to receive text messages for a short period while Qrexchange processes your request(s). If you change or deactivate the phone number you provided to Qrexchange, you have an affirmative obligation to immediately update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive Qrexchange’s standard SMS or MMS messages unless you also unsubscribe via the above procedures.

THIRD PARTY INFORMATION, MATERIALS, PRODUCTS, AND SERVICES

Our Website may feature information, materials, products, and services provided by third parties, which may include content providers, payment processors, advertisers, and other users (collectively, the “Third Party Information”). All such information, materials, products, and services made available by a third party are those of the third party and not us. We make no representation or warranty with respect to, nor do we guarantee or endorse, and we disclaim any express or implied warranty relating to, the accuracy, completeness, quality, timeliness, non-infringing nature, legality, condition, or reliability of any third party information, materials, products, or services.

You agree that we have no responsibility or duty to review, pre-screen, or approve, and that we shall not be responsible or liable for, any third party information, materials, products, or services or any loss or damage of any kind suffered by you or any third party arising out of or relating to any of them.

If you choose to communicate or contract with any third party, or use any information, materials, services or products of any third party, you agree that you will address any issues or disputes regarding such matters directly with the third party, and not us. You acknowledge that your participation in any services provided by a third party or purchase of any product from a third party will constitute your consent to such third party’s terms of service or terms of use with respect to such service or product.

LINKS TO THIRD PARTY SITES

Our Website may contain links, inline frames, feeds, embedded content to or from websites (collectively, “Third Party Links” or “Links”) operated by parties other than Qrexchange. Such links are provided for your convenience only, and do not indicate any endorsement of the material on such websites or any association with their operators. You agree that Qrexchange is not responsible or liable for such websites, the availability or contents of such websites, any products or services they offer, or any damages any of the foregoing may cause you.

IN NO EVENT SHALL QREXCHANGE BE LIABLE FOR ANY DAMAGES SUFFERED BY A WEBSITE USER (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ANY LINKED SITE OR THIRD PARTY WEBSITE OR RELATED SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER QREXCHANGE WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT SUCH DAMAGES WERE POSSIBLE.

Linking to this site

Qrexchange consents only to links to Our website in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Web site or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with Qrexchange; (c) imply that Qrexchange approves or endorses you, your Web site, or your service or product offerings; and (d) present false or misleading impressions about Qrexchange or otherwise damage the goodwill associated with Qrexchange’s name or trademarks. As a further condition to being permitted to link to this site, you agree that Qrexchange may at any time, in its sole discretion, terminate permission to link to this Web site. In such event, you agree to immediately remove all links to this Web site and to cease any related use of Qrexchange’s trademarks.

The Content of Others

Content (“content”) on our Sites may be produced by other users and other third parties (“third party content”) and may contain content or materials (“materials”) from publishers or other Users. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the person or organization that submitted it. Although Qrexchange reserves the right to review all content that appears on the Sites and to remove any content that violates these Terms, we do not necessarily review all of it. So we cannot—and do not—take responsibility for any content that others provide through the Sites.

Any opinions, advice, statements, services, offers, or other information or content expressed or made available by Users and third parties, including information providers or any other users of the Sites, are those of the respective author(s) or distributor(s) and not of Qrexchange.

You are responsible for your use of the Sites and for any Content you post or provide on the Sites, including compliance with applicable laws, rules, and regulations. As such, you should only provide Content that you are comfortable sharing with others.

Any use or reliance on any Content or materials posted via the Sites or obtained by you through the Sites is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Sites or endorse any opinions expressed via the Sites. You understand that by using the Sites , you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Sites and, we cannot take responsibility for such Content.

We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

Through these Terms, we make clear that we do not want the Sites put to bad uses. But because we do not review all content, we cannot guarantee that content on the Sites will always conform to our Terms.

You may be able to post User Content on the Sites. You must not post any User Content on the Sites that is threatening, abusive, unlawful, misleading, fraudulent, discriminatory, libelous, defamatory, obscene or otherwise objectionable, or that contains ethnic, sexual, racial or other discriminating slurs. You must also not post any User Content that contains proprietary information, trade secrets, confidential information, solicitations, advertisements, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing), or encourages or causes spamming or flooding.

You are prohibited from posting any User Content on the Sites containing state, government or federal identification information or numbers (whether your own or of another person), such as national identification number, social security number, passport number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information could possibly cause identity theft. Qrexchange may remove any such identification information, but we are under no obligation to do so and have no responsibility and disclaim all liability or damages for any user posting of such identification information.

Qrexchange reserves the right to disclose all User Content and other relevant or related information, and the circumstances surrounding their transmission, to any third party in connection with operating the Sites; to protect itself, its affiliates, its partners and its users or visitors; and to comply with legal obligations or governmental requests. What this means is that we may honor law enforcement or court-mandated requests such as subpoenas or search warrants to reveal a user’s electronic address and identity, or other properly requested information.

Although we have no obligation to do so, we may monitor User Content, and reserve the right to delete any User Content or portion thereof that, in Qrexchange’s sole discretion, violates the above rules, including any User Content that is unrelated to the specific area of the Site or Services on which it is posted, or that is an advertisement, or other commercial message, or that Qrexchange determines in its sole discretion to be inappropriate. If you believe that any User Content violates this Agreement or our policies, we encourage you to report the content or conduct to us so that we may have the opportunity to consider whether to remove the content or not. Just so there is no ambiguity in these Terms of Use, Qrexchange does not have any obligation to remove any User Content from the Sites, and whether User Content is deemed to be inappropriate or violates any Qrexchange policy will always remain within the sole discretion of Qrexchange.

Please take note of the following: Section 230 of the U.S. Communications Decency Act provides that:

  1. Treatment of publisher or speaker
    • No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.
  2. Civil liability No provider or user of an interactive computer service shall be held liable on account of-
    • any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or
    • any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

License to User Content and Feedback

You retain your rights to any Content you submit, post or display on or through the Sites. What’s yours is yours — you own your Content (and your photos and videos are part of the Content).

By submitting, posting or displaying Content on or through the website, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). This license authorizes us to make your Content available to the rest of the world and to let others do the same. You agree that this license includes the right for Qrexchange to provide, promote, and improve the website or Sites and to make Content submitted to or through the Sites available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such Content on other media and services, subject to our Terms of Use for such Content use. Such additional uses by Qrexchange, or other companies, organizations or individuals, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the website.

You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

Only to the extent as permitted by law, if you post content or submit material to Qrexchange, including photographs or material you grant Us a nonexclusive, worldwide, perpetual, (revocable only as described below), fully paid, royalty-free, sublicensable right and license to use, sell, make, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such content and materials for the purpose of publishing material on the Sites, Qrexchange’ website or its publisher partners, maintaining Qrexchange website and promoting Qrexchange without restriction. You further grant to Qrexchange, its affiliates, and sublicensees the right to use your user name, user name, and/or trademarks and logos in connection with any such User Content or Qrexchange marketing materials or content that we might publish or display on the Sites.

As a user of the site or Services, you represent, warrant and acknowledge that: (i) you own the User Content that you submit, display, post or otherwise make available on or through the Site, or that you otherwise have the right to grant the license set forth in this section, (ii) that all such User Content, and its submission, display, posting or availability on or through the Sites does not violate any applicable law or the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity, and (iii) such submission, posting, display or availability on or through the Site does not result in or cause any breach of contract between you and any third party. You further agree to pay for all royalties, fees, damages, and any other monies of any kind owed to any person or entity by reason of such User Content. You agree to defend, indemnify and hold harmless Qrexchange and its affiliates and sublicensees from all claims of any kind resulting from any such User Content. If you desire to request to revoke the license granted by you in this Section for any such User Content, you must email Us at: qrexchangead@qrexchange.com with a copy of your passport or national identity card (for identity verification purposes) and request removal of such User Content. Your certified letter of request to remove such User Content must include (a) your name, address, telephone number, and email address; (b) the signature of the applicable rights holder for such User Content or a person authorized to act on behalf of the rights holder; (c) identification of the User Content for which the license is to be revoked, and please provide all necessary information reasonably sufficient to allow Qrexchange to locate and remove such User Content on the Sites; (d) a written statement certifying that you have a good faith belief that you are the rights holder or authorized by the rights holder to revoke the license for the designated User Content; and (e) a statement that the information in the request to remove the user content is accurate, and under penalty of perjury, that you are the rights holder or are authorized to act on behalf of the rights holder with respect to such User Content that you desire to be removed from the site.

Only if you desire to do so voluntarily, you may offer feedback to Qrexchange about the functionality and performance of the Site, including, without limitation, identifying ways to modify the site, potential errors, making improvements, fixing bugs, or enhancements (“Feedback”). By providing Feedback, you hereby grant to Qrexchange a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license to use, sell, make sublicense, reproduce, perform, distribute, display, prepare derivative works from and otherwise exploit all such Feedback for any purpose without restriction. You agree that Qrexchange may disclose any or all Feedback to any third party in any manner, and you agree that Qrexchange may sublicense any or all Feedback in any form to any third party without restriction. By providing any Feedback, you agree that your provision of such Feedback is unsolicited, gratuitous and without restriction, and will not put Qrexchange under any confidentiality, fiduciary, or other any obligation, and that Qrexchange is free to use such Feedback without any additional compensation to you, and that we are free to disclose such Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting any Feedback, we do not waive any rights to use similar or related ideas previously known to Qrexchange, or developed or created by its employees, or derived from sources other than you.

User Information

When you create a (QR code), you may receive information about other users. You may collect, use and disclose this information only in compliance with law, including any laws that require notices or consent, including as relates to cookies, sharing data with third parties, or direct marketing. You are responsible for your compliance with such laws.

Without limiting the foregoing, we reserve the right to prevent user information from being disclosed to or by you where we deem it appropriate to address legal requirements, such as by applying to any related data, any opt-outs or other privacy preferences communicated to us by or on behalf of users.

Confidential information

Qrexchange does not want to receive confidential or proprietary information from you through our Sites. Please note that any information or material sent to Qrexchange will be deemed NOT to be confidential. By sending Qrexchange any information or material, you grant Qrexchange an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that Qrexchange is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to Qrexchange for the purpose of receiving products or services will be handled in accordance with our privacy policies.

Global availability

Information Qrexchange publishes on the Internet may contain references or cross references toQrexchange’ products, programs and services that are not announced or available in your country. Such references do not imply that Qrexchange intends to announce or make available such products, programs, or services in your country.

PRIVACY

You agree that we may collect, use, and share information about you in any manner permitted by the Privacy Policy posted on this Website.

YOUR ACCOUNT

You agree that you are responsible for maintaining the confidentiality of your account and password, for restricting access to your computer, and for all activities that occur under your password or your account. You agree: (a) that you will not disclose your Site password to anyone, (b) that you will not allow others to utilize your account, (c) to ensure that you fully exit from your account at the end of each session, (d) to immediately change your password if you become aware that your account has been compromised, (e) to immediately notify us of any unauthorized use of your password or account, or any other breach of security, and (f) that you will be solely responsible for safeguarding your password and for any actions taken under your password or account, whether authorized by you or not.

Respecting Copyright

We honor the requirements set forth in the Digital Millennium Copyright Act. We therefore take reasonable steps to expeditiously remove from our Sites any infringing material that we become aware of. And if Qrexchange becomes aware that one of its users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user’s account.

We make it easy for you to report suspected copyright infringement. If you believe that anything on the the website infringes a copyright that you own or control, please contact Us:

Qrexchange

Attn: Administrator

Email:  qrexchangead@qrexchange.com

If you file a notice by mail with Us, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means the notice must:

  • contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
  • identify the copyrighted work claimed to have been infringed;
  • identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material;
  • provide your contact information, including your address, telephone number, and an email address;
  • provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Subscriptions

We may, from time to time, offer certain subscription services on or through one or more of our Sites (a “Subscription Plan”). We reserve the right to suspend, withdraw or terminate any Subscription Plan service at any time in our sole discretion, whether paid or free, subject to the Refund Policy described further below. Without limiting the foregoing, we reserve the right to charge for any services that currently are free. If we do, we will notify you by email to the address you provided us as part of your subscription to inform you of how long you have to use the services for free before the changes become effective.

Free QR Codes

Through the free model, you can generate QR or masups codes for free. As stated above, We reserve the right to charge a fee at any time for generating QR codes or mashups. If we start charging fees, We will advise you by email and you will need to sign up for a Subscription Plan.

Refund Policy

Unless required by applicable law, your Subscription Plan payments are non-refundable, provided that. if we suspend, withdraw or terminate any Subscription Plan service at any time, we may issue a pro-rata refund of any prepaid fees for services purchased but not rendered as of the date of such withdrawal or termination.

SOFTWARE AVAILABLE ON THIS WEBSITE

Any software that is made available to download from the Sites (“Software”) is the copyrighted work of Qrexchange and/or its suppliers. Your use of any Software is governed by the terms of the customer SaaS Subscription Agreement, if any, that accompanies or is included with the Software. You may not install or use any Software that is accompanied by or includes a license agreement unless you first agree to the license agreement terms.

All Software, including without limitation all code and active controls contained in the Sites is owned by Qrexchange and/or its suppliers and is protected by copyright laws and international treaty provisions. Any unlicensed reproduction or redistribution of any Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Without limiting the foregoing, copying or reproduction of any Software to any other server or location for further reproduction or redistribution is expressly prohibited.

Intellectual property rights

You acknowledge that all intellectual property rights in the Sites, and the Documents anywhere in the world belong to Qrexchange or our licensors, that rights in them are licensed (not sold) to you, and that you have no rights in, or to, the Sites or the Documents other than the right to use each of them in accordance with these Terms.

You acknowledge that you have no right to have access to the Sites in source-code form.

Trademark Information

You agree that all of Qrexchange’s trademarks, trade names, service marks, and other logos and brand features that are displayed via the Sites (collectively, the “Marks”) are trademarks and the property of Qrexchange. You agree not to display or use Our Marks in any manner without Our prior permission. Sponsor and third party website trademarks are the property of the respective Sponsors and third parties. The display of any Sponsor or third parties trademarks via the Sites does not necessarily mean that Qrexchange has an affiliation with these entities.

Monitoring and Enforcement; Termination

We have the right to:

  1. Monitor your use of the Sites for compliance with these Terms of
  2. Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of any of our Sites.
  3. Terminate or suspend your access to all or part of any of our Sites for any or no reason, including any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through any of our Sites. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Disclaimer and Release

We try to keep the Sites up and running and free of annoyances. But we make no promises that we will succeed.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or any of our Services or Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Sites for any reconstruction of any lost data. If we offer a feature that warns you about potential risks from QR codes that you scan or content or links you scan or post, we do not guarantee or warrant that this feature will identify every important risk. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR ANY WEBSITES LINKED TO OUR SITES, OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY OF OUR SITES, OR ON ANY WEBSITE LINKED TO ANY OF OUR SITES.

THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE QREXCHANGE ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SITES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SITES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY QREXCHANGE CONTENT, USER CONTENT, THIRD PARTY CONTENT, MATERIALS OR INFORMATION YOU OBTAIN ON OR THROUGH THE SITES WILL BE TIMELY OR ACCURATE.

QREXCHANGE TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT OR MATERIALS OF ANY KIND THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SITES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH QREXCHANGE WILL BE RESPONSIBLE FOR.

QREXCHANGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO QREXCHANGE’S SITES, SERVICES, CONTENT, OR INFORMATION CONTAINED ON THE SITES INCLUDING ANY THIRD PARTY SITES OR THIRD PARTY LINKS.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS QREXCHANGE, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SITES AND SERVICES, INCLUDING FOR PERSONAL INJURY OR DEATH OR ANY CLAIMS FOR DAMAGES YOU MAY HAVE AS A RESULT OF USING THE SITES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE THAT QREXCHANGE, ITS AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS AND EMPLOYEES WILL NOT BE LIABLE FOR ANY PERSONAL INJURY, EMOTIONAL DISTRESS, DEATH OR FOR ANY INDIRECT, DIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, YOUR USE OF QREXCHANGE’S SITES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF QREXCHANGE OR ITS AFFILIATES, OR THEIR THIRD-PARTY LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF OR RELIANCE ON THE SITES, OR FROM RELIANCE OR DAMAGE CAUSED BY: (I) ANY INFORMATION, MATERIALS, QREXCHANGE CONTENT, USER CONTENT OR THIRD PARTY CONTENT POSTED ON THE SITES, (II) FROM THE INABILITY TO USE THE SITES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES RECEIVED THROUGH ANY THIRD PARTY OR LINKED SITES MADE AVAILABLE ON THE SITES FROM THIRD PARTY WEBSITES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SITES OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU ALSO AGREE THAT QREXCHANGE HAS NO LIABILITY AND OFFERS NO GUARANTEES RELATING TO ANY OF THE RESULTS THAT MAY BE OBTAINED BY YOUR USE OF THE SITES OR FROM ANY THIRD PARTY COMPANY RECOMMENDATIONS OR PRODUCTS, OR FOR THE DESCRIPTIONS OF THIRD PARTY COMPANY OFFERINGS, PRODUCTS, GOODS OR SERVICES, ADVICE OR RECOMMENDATIONS. YOU ALSO AGREE THAT YOUR USE OF ANY PRODUCTS AND SERVICES OFFERED BY ANY THIRD PARTIES ON SITES ARE USED AT YOUR SOLE RISK. YOU ALSO AGREE THAT ANY RECOMMENDATIONS THAT YOU RECEIVE ON THE SITES MADE BY ANY THIRD PARTY COMPANIES THAT YOU ACT UPON ARE DONE AT YOUR SOLE RISK AND WE HAVE NO LIABILITY WHATSOEVER WITH REGARD TO ANY THIRD PARTY COMPANY RECOMMENDATIONS.

IF YOU ARE A RESIDENT OF NEW JERSEY, THIS SECTION DOES NOT APPLY TO PREVENT A RIGHT TO RECOVER CERTAIN DAMAGES (INCLUDING PUNITIVE DAMAGES) WHERE A HARMED PERSON PROVES WITH THE REQUIRED EVIDENCE THAT THE HARM SUFFERED WAS THE RESULT OF THE DEFENDANT’S “ACTS OR OMISSIONS AND SUCH ACTS OR OMISSIONS WERE ACTUATED BY ACTUAL MALICE OR ACCOMPANIED BY A WANTON AND WILLFUL DISREGARD OF PERSONS WHO FORESEEABLY MIGHT BE HARMED BY THOSE ACTS OR OMISSIONS.” SIMILARLY, THIS SECTION DOES NOT LIMIT QREXCHANGE’S TORT LIABILITY UNDER NEW JERSEY LAW RESULTING FROM QREXCHANGE’S OWN INTENTIONAL OR RECKLESS CONDUCT.

TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

User acknowledges and agrees that without the foregoing exclusions and limitations of liability, Qrexchange would not be able to offer the Sites, and that such exclusions and limitations of liability shall apply, even if they would cause user’s remedies under this agreement to fail of their essential purpose.

INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify and hold Qrexchange and its owners, members, managers, officers, employees, and affiliates harmless from and against all claims, demands, suits, damages, losses, liabilities, and expenses, including reasonable attorney’s fees, arising out of or relating to (a) your breach of any of these Terms of Use or other terms of use contained on the Sites; (b) your negligence, misconduct, or other wrongful act or omission; (c) your use or misuse of Sites or any of the Third Party Information, links, materials, products, or services available on or through the Sites including any content you posted on the site; (d) any action of any person with whom you shared your password, account, computer, or other device; (e) any information or material you submitted to or posted on the Sites; (f) any violation or infringement of any intellectual property, privacy, publicity, confidentiality, Fair Housing, or proprietary rights of any third-party, or any violation of any law or regulation, arising from your use of the Sites; (g) allegations that use of any Data infringes a valid copyright, trademark, or trade secret, privacy, or publicity rights of a third party; (h) Your failure to obtain consents and permissions from data subjects for the submission and processing of personal data in the Qrexchange Service; or (i) instructions by Client or its Authorized Users for processing data other than as specifically allowed in this Agreement.

MODIFICATION OF TERMS OF USE

Qrexchange reserves the right to change these Terms of Use, and any other terms of use on the Website, at any time in its sole discretion, without prior notice and without liability to you of any kind, by posting the modified Terms of Use or other terms of use on this Website. By using the Website after our posting of any changes to these Terms of Use or other terms of use (other than simply to read the modified terms and delete your account), you agree to the changes and the modified terms. All changes shall be effective immediately upon posting, shall apply prospectively only, and no change shall apply to any dispute, controversy or claim pending or in progress at, or arising before or out of events occurring before, the time of the change, or alter any provisions with respect to a matter occurring prior to the time of the change.

CONSENT TO USE OF YOUR DATA. You agree that Qrexchange may collect and use technical data and related information—including but not limited to technical information about your device, system and Services software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to your use of the Services.

Data also may include your name, email addresses, telephone numbers and any information you provide logging in to the Services or any information pertaining to your personally identifiable information (PII) including financial information. Data may also include information about your customers including names, addresses. You have designed, created and provided all of your data without the participation or involvement of Qrexchange. You are responsible for any actions you take with respect to the Data, including uploading it to the Services or using the Services to share or otherwise make available such Data to third parties. You are responsible for ensuring that you have all the rights and permissions needed to use the Data in connection with the Services. You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Data entered into the Services. Qrexchange assumes no responsibility for the accuracy, propriety, or usefulness to You of the Data. Qrexchange shall not be liable to You or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Data entered into the Services by You or by an entity on your behalf unless such data is protected under federal or state law. You acknowledge that Qrexchange will rely on the accuracy of the Data provided to Qrexchange by You as it performs its requested functions under this Agreement. You acknowledge that you own all of the Data or have all rights to grant such licenses to Qrexchange to use such Information in furtherance of providing the Services without infringement or violation of any third party rights. Qrexchange provides no warranties, representations or indemnification to You for Your access to, and use of the Data.

You grant a revocable license and consent to Qrexchange to use any data that you provide or that we may collect about you through the Sites, in compliance with Our Privacy Policy. You give consent to Qrexchange to use the Data when integrating with third party company systems to perform services on Qrexchange’ behalf relating to the functionality of the Sites and that You consent to Qrexchange using Data that may include personally identifiable information containing social security numbers and credit card information but only with Third Party Services providers to perform services on Qrexchange’s behalf relating to the functionality of the Services. We will only use such data with our partners or service providers who perform functions to enable Qrexchange to provide its Sites.

You give consent to Qrexchange to use any data collected or created by You in your use of the Sites related to selling, publishing, disclosing or sharing combined data and information from many Users with our partners in order to help our partners market and sell our Products pursuant to written agreements with confidentiality, privacy and security obligations. All such information includes data derived from personal information in aggregated, anonymous form and does not identify You individually. Qrexchange does not see any of the information you input into the App to create a mashup. Qrexchange only sees the information in an encrypted format.

Every User’s registration data and various other personal information are strictly protected by Qrexchange’s Online Privacy Policy (see the full Privacy Policy at https://qrexchange.com/privacy-policy/). As a User, you herein consent to the collection and use of the information provided, including the transfer of information within the United States for storage, processing or use by Qrexchange and/or our subsidiaries and affiliates.

Governing Law/Arbitration. By using Qrexchange’s Sites, you agree that the laws of the State of Texas without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Qrexchange.

Disputes

ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF QREXCHANGE’S SITES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN WILLIAMSON COUNTY, TEXAS EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE CONSUMER ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA’S CONSUMER RULES”), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION’S WEBSITE.

YOU AND QREXCHANGE AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY TEXAS LAW, AND THE ARBITRATOR’S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN WILLIAMSON COUNTY, TEXAS.

Qrexchange’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Qrexchange’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of this Website or information provided to or gathered by Qrexchange with respect to such use. You may not assign or transfer any of your rights or obligations under these Terms of Use, in whole or in part, without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void and of no force or effect. We may assign any and all of our rights and obligations under these Terms of Use freely at any time without notice. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of your and our successors and permitted assigns.

Our failure to exercise or enforce any right or provision shall not affect our right to exercise or enforce such right or provision at any time thereafter, nor shall our waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

Whereas the Website has a feature that enables translation of these Terms of Use into a language other than English, the Terms of Use will be governed by the English language version.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

These Terms of Use constitute the entire agreement between you and Qrexchange with respect to this Website, except as otherwise indicated in these Terms of Use.

CONTACT INFORMATION

You may contact Qrexchange regarding this Website at the following email address: qrexchangead@qrexchange.com. Qrexchange has designated the following email address to receive notifications of claimed copyright infringement involving this Website at qrexchangead@qrexchange.com. Please include in your notice a description of the copyrighted work, a description of where the material you claim is infringing is located on the Website, a statement that you are the copyright owner or its agent, and your address, telephone number, and email address.

RIGHTS TO SYNDICATE IMAGES, CONTENT, AND LISTINGS:

You hereby grant to Qrexchange, its subsidiaries, affiliates, and related companies, a perpetual and irrevocable license to copy, modify, display, distribute, create derivative works from, or otherwise use, any and all content that are displayed or submitted to this Website.

MISCELLANEOUS: Nothing contained in this agreement shall be deemed or interpreted to constitute the relationship between you and us as a legal partnership, agency, joint venture or any other relationship in which either you or we are responsible for or shall incur liability to outside parties as a result of the actions or omissions of the other. This agreement shall not be for the benefit of, or enforceable by, any person or entity not a party hereto and shall not confer any rights or remedies upon any party other than you and us and our respective successors and permitted assigns.

Severability: In the event that any portion of this agreement is found to be unenforceable by a court of competent jurisdiction, the remaining portions shall remain in full force and effect to the degree necessary to preserve the intent of the parties.

NOTICES: Any notice required or permitted to be given under this agreement shall be in writing and shall be deemed to have been duly given: when received if personally delivered; when transmitted if transmitted by electronic mail (Email) and a receipt is obtained; the day after it is sent if delivered by overnight delivery service and a receipt is obtained; and five days after it is sent if mailed, first class certified mail, return receipt requested, proper postage prepaid. In each case notices shall be sent to the last known address of the other party.

EFFECTIVE: JANUARY 1, 2024