Terms and Conditions

Welcome to QRlink Guide, provided by Sole proprietor Sergii Knyr and/or its affiliates (“QRlink Guide”). By accessing or using this product, you agree to the terms and conditions outlined in this Agreement. Please read this Agreement carefully before indicating consent electronically or using the product.

1. Access and Use

1.1. Access and Use: Subject to payment of all applicable fees specified in the Order or payment through QRlink Guide’s Authorized Channel Partners, QRlink Guide grants Customer, during the Subscription Term, a non-exclusive, non-transferable right to access and use the product and applicable Documentation solely for Customer’s internal business purposes following the Documentation and terms of this Agreement.

1.2. Access and Use Restrictions: Customer agrees not to remove any notice of proprietary rights, modify, reverse engineer, decompile, attempt to derive source code, or create derivative works of the Product. Customer shall not sell, rent, lease, distribute, transfer, or exploit the Product for the benefit of any third party. Customer shall not use the Product to infringe on third-party rights or store unlawful data.

1.3. Login Access: Customer is responsible for ensuring appropriate Authorized Users have access to the Product and for proper usage of login credentials. QRlink Guide reserves the right to refuse or cancel login IDs that violate the terms of this Agreement.

1.4. Trial Services: During the Trial Services Period, Customer may access and use Trial Services for internal evaluation purposes as specified in the Order or communicated by QRlink Guide. Customer is authorized to use Trial Services only for evaluation and not for productive purposes unless authorized by QRlink Guide in writing.

1.5. Third-Party Materials: The Product may include Third Party Materials subject to open-source licenses. QRlink Guide warrants that such materials will not limit Customer’s rights under this Agreement.

1.6. Support: QRlink Guide shall provide email technical support to Customer in accordance with QRlink Guide’s support terms.

2. Payment Terms

2.1. Payment Terms: Customer is required to pay all invoices by the specified due date, without any deduction or set-off (except for any amount disputed in good faith). Payment should be sent to the address specified by QRlink Guide. Any amounts not paid when due will be subject to a late charge of one and one-half percent (1 1/2 %) per month on the unpaid balance or the maximum rate allowed by law, whichever is less. Product fees are non-refundable and payable in advance. Invoicing for Product purchases may occur upon delivery.

2.2. Taxes: The fees and charges under this Agreement exclude any Indirect Taxes. Customer is liable for compliance with and payment of such Indirect Taxes. QRlink Guide will include Indirect Taxes on its invoice to Customer and remit them to the relevant authority if required by applicable law. Direct taxes imposed on QRlink Guide’s net income or gross receipts remain QRlink Guide’s responsibility.

3. Rights in Intellectual Property

3.1. Intellectual Property: All rights, title, and interest in the Product, Documentation, and QRlink Guide Intellectual Property are reserved by QRlink Guide, its Affiliates, or licensors. Customer retains all rights in Customer Intellectual Property. This Agreement does not transfer ownership of Intellectual Property rights between the Parties.

3.2. Customer Data: Customer owns all right, title, and interest in Customer Data. QRlink Guide and its Affiliates have a limited, non-exclusive right to view and use Customer Data for providing and improving the Product.

3.3. Usage Data and Suggestions: QRlink Guide may collect and use Usage Data internally and for Customer’s benefit. Suggestions provided by Customer may be implemented at QRlink Guide's discretion, and any resulting products or materials become the sole property of QRlink Guide.

4. Confidentiality

4.1. Confidential Information: Both Parties may disclose confidential and proprietary information. "Confidential Information" includes non-public information concerning the business, products, or services of the disclosing Party. The receiving Party must use the Confidential Information only for the purposes of this Agreement, and protect it with the same care as its own confidential information. Exceptions and obligations regarding Customer Data are outlined in Section 5.3.

4.2. Exceptions: Information is not considered Confidential Information if it is known to the receiving Party before receipt from the disclosing Party, becomes known independently, becomes public without breach, or is independently developed by the receiving Party. Disclosure may occur due to legal requirements, but the receiving Party shall limit such disclosure to the requested information and provide prior notice to the disclosing Party.

4.3. Advertising and Publicity: Neither Party shall make public announcements about the relationship without the prior written consent of the other Party.

Security and Processing of Personal Data

5. Security and Processing of Personal Data

5.1. Customer Data Content: Customer bears sole responsibility for (i) the content, quality, and accuracy of Customer Data provided by Customer and Authorized Users, (ii) notifying Authorized Users about the collection and use of Customer Data for Product purposes, (iii) ensuring a valid legal basis for processing and sharing Customer Data with QRlink Guide (where applicable), and (iv) ensuring Customer Data compliance with Applicable Data Protection Laws.

5.2. Security of Customer Data: QRlink Guide will (i) implement appropriate administrative, physical, and technical measures to safeguard Customer Data's security and confidentiality, (ii) maintain security measures for Customer Data, and (iii) access and use Customer Data solely for fulfilling its obligations under this Agreement and as expressly permitted herein. QRlink Guide shall not materially reduce its security controls for Customer Data during a Product term.

6. Warranties

6.1. Product Warranty: During the Subscription Term, QRlink Guide warrants that the Product will substantially conform to the Documentation and will not contain viruses or malicious code. These warranties are void if Product failure results from negligence, error, or misuse by Customer or Authorized Users. Customer must report any warranty breach to QRlink Guide within thirty (30) days. QRlink Guide's liability for breach is to correct the nonconformity within thirty (30) days of notice; if not corrected, Customer may terminate the affected Order and receive a pro-rata refund.

6.2. Compliance with Law: Each Party shall comply with all applicable laws and regulations concerning their obligations and rights under this Agreement.

6.3. Disclaimer: QRlink Guide disclaims all warranties, conditions, and terms not explicitly stated above to the extent permitted by law. QRlink Guide is not liable for delays, failures, or losses related to third-party software or services not provided by QRlink Guide.

7. Indemnification

7.1. Infringement Indemnity: QRlink Guide will defend and indemnify Customer against third-party claims resulting from patent, copyright, trademark, or trade secret violation caused by Customer's Product use as per this Agreement, including related losses and expenses.

7.2. Customer Data and Use Indemnity: Customer will defend and indemnify QRlink Guide against third-party claims resulting from alleged infringement by Customer Data or QRlink Guide's use of Customer Data as per this Agreement, including related losses and expenses.

7.3. Process: Indemnification obligations become effective upon prompt written notification of claims and the indemnified Party providing necessary cooperation for defense or settlement.

7.4. Exclusions: QRlink Guide's indemnification obligations do not apply if claims arise from Product misuse, violation of Data Protection Laws, unauthorized modifications, combinations, or Customer's negligence or misconduct.

7.5. Remedies: QRlink Guide may procure rights for Customer to continue using the Product, modify the Products, or terminate the affected Order with a pro-rata refund as sole liability and remedy for claims under this section

8. Limitation of Liability

8.1. Maximum Liability: Except for QRlink Guide’s intellectual property infringement indemnification obligations in Section 7.1, Customer’s data infringement indemnity in Section 7.2, and Customer’s payment obligations herein, neither Party's total aggregate liability arising from or related to this Agreement, regardless of the cause of action and legal theory, shall exceed the total amount paid or payable to QRlink Guide under this Agreement in the three (3) months preceding the initial claim date.

8.2. No Consequential Damages: Neither Party shall be liable to the other for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or revenues, loss of goodwill, arising out of or in connection with this Agreement, irrespective of the legal theory and whether or not the Party has been advised of the possibility of such damages.

8.3. Construction: This Agreement does not exclude or limit liability for (a) death or bodily injury due to negligence, or (b) gross negligence, willful misconduct, or fraud, where such exclusion or limitation is prohibited by applicable law.

9. Assignment

9.1. Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign all its rights and obligations to a successor in a merger or acquisition or to an Affiliate, with written notice to the other Party.

10. Restricted Rights and Export Control

10.1. Commercial Computer Software: If Customer is a U.S. Government agency or contractor, Customer acknowledges that the Product is proprietary data developed at private expense and constitutes "Commercial Computer Software" as defined in applicable regulations.

10.2. Export Control: Customer agrees not to export the Product and related technology to Prohibited Persons or countries subject to export restrictions, in violation of applicable export laws and regulations.

11. Professional Services

11.1. Professional Services: Customer may acquire professional services from QRlink Guide, subject to QRlink Guide’s applicable professional services terms.

12. Term and Termination

12.1. Term: This Agreement is effective from the Sign-up Date and remains in force during the Subscription Term, unless terminated by either Party as per Section 12.

12.2. Termination for Convenience: Either Party may terminate this Agreement with sixty (60) days' prior written notice, and if QRlink Guide terminates, it will refund unused fees for the Subscription Term.

12.3. Termination for Cause: Either Party may terminate immediately upon notice if the other Party materially breaches the Agreement or undergoes specified events. A Party may also terminate for compliance with applicable law.

12.4. Effects of Termination/Expiration: Customer loses access to the Product after termination. Parties must return or destroy each other's tangible Confidential Information. Customer Data on the Product will be deleted within ninety (90) days. QRlink Guide may deactivate Customer’s account immediately post-termination. Accrued rights and obligations survive termination.

13. Miscellaneous

13.1. Independent Contractors: This Agreement does not create a joint venture, partnership, or principal-agent relationship. Each Party cannot obligate or bind the other.

13.2. Notices: All notices will be in writing and deemed given based on specified methods, including e-mail, with delivery confirmation.

13.3. Force Majeure: Neither Party is liable for delays or failures due to specified events beyond its reasonable control. Prompt resumption of performance is required post-removal of the cause.

13.4. Governing Law and Jurisdiction: The Agreement is governed by Florida law without regard to conflicts of law rules. Parties submit to the exclusive jurisdiction of applicable courts for disputes arising from the Agreement.

13.5. Entire Agreement, Execution, and Modification: This Agreement supersedes prior agreements. QRlink Guide may update terms with notice. Customer’s continued use post-change constitutes acceptance.

13.6. Severability and Waiver: Agreement terms are severable. Invalid provisions will be substituted to achieve the original intent. Failure to enforce rights does not waive subsequent enforcement.

13.7. Definitions and Interpretation: Definitions and rules of interpretation apply. Words following "including" or "include" are examples, not exhaustive lists.