Terms of Service

Security Web Solutions LLC and its affiliates (collectively "Security Web Solutions," "Generate The QR Code," "we," or "our") provide QR code generation, custom-branded QR codes, QR code management, analytics, and related products and services to our users (collectively, the "Services"). Please read these Terms of Service (the "Agreement") carefully, as they govern your access to and use of the Services and constitute a binding legal agreement between you and Security Web Solutions LLC.

If you accept this Agreement or use the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, "you," "your," or "Customer" will refer and apply to that company or other legal entity. If you have been granted access to and use of the Services by and on behalf of the primary account holder, whether directly or through an administrator, you also agree to abide by this Agreement.

In addition to this Agreement, your use of the Services is governed by the Security Web Solutions Privacy Policy and our Acceptable Use Policy.

YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING AN ACCOUNT, PURCHASING A PAID SUBSCRIPTION, OR ACCESSING OR USING THE SERVICES AND APPLICATION PROGRAM INTERFACES ("API"), YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN SECTION 12 BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Scope & Modifications

1.1 Modifications

Security Web Solutions reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify this Agreement, we will post the modification on our site and update the "Last Updated" date at the top of the Terms of Service or provide you with notice of the modification in the platform.

Any change to this Agreement will be effective as of the Last Updated Date at the top of this page. By continuing to access or use the Services after the Last Updated Date, you are indicating that you agree to be bound by the modified Agreement. You agree that it is your responsibility to check this Agreement periodically for changes and that your use of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

If the modified Agreement is not acceptable to you, your only recourse is to cease using the Services.

1.2 Service Changes

Security Web Solutions may add, remove, suspend, discontinue, modify or update the Services at any time, at its discretion. After the effective date of such a change, Security Web Solutions shall bear no obligation to run, provide or support legacy versions of any affected Services.

1.3 Customer Support

Security Web Solutions provides customer support through our help center and email support at support@generatetheqrcode.com. More details about additional support services can be found in the help center which is accessible through the platform.

1.4 QR Code Scanning Experience

Certain tiers of Services may include landing pages or preview pages that may be seen by someone who scans your QR code prior to proceeding to the destination URL. These pages may include information about the destination URL and may also include advertising for free-tier users. If an end user elects to interact with advertising, such interaction is not governed by these Terms of Service and is not part of the Services.

Security Web Solutions makes no warranty, express or implied, related to the accuracy, quality or content related to the products, services or content included in any advertising. If you wish to have an advertising-free experience for your end users, you may purchase a paid Service tier that excludes advertising.

2. Paid Accounts

2.1 Fees

Security Web Solutions offers fee-based Services that provide additional features and functionality. If you sign up for a paid account, you agree to pay Security Web Solutions all applicable fees for the tier of Services according to your selection. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.

2.2 Subscription Period

Paid account plans will be charged the rate stated at the time of initial purchase on a recurring basis corresponding to the term of your subscription until you cancel. Fees are subject to change and Security Web Solutions will notify you of any pricing change prior to processing your next recurring charge.

You may cancel your paid account subscription at any time; however, unless required by law, no refunds or credits will be provided for any early termination or for any non-use of the Services. Security Web Solutions reserves the right to update, change, modify or terminate your subscription benefits at any time in its sole discretion.

2.3 Payment

You will pay Security Web Solutions on the payment interval selected. If not otherwise specified, payments will be due immediately. Payment processing is handled securely through Stripe, our third-party payment processor. By providing a saved payment method ("Payment Method") in your account, you expressly acknowledge and authorize Security Web Solutions (or Stripe on our behalf) to charge you on a recurring basis corresponding to the term of your subscription unless you cancel your paid account subscription.

You are responsible for any and all fees charged to your Payment Method. You will provide complete and accurate billing and contact information to Security Web Solutions. Security Web Solutions may make changes to the offered Payment Method from time to time. It is your responsibility to update your payment information if necessary due to such changes.

Security Web Solutions may suspend, downgrade or terminate the Services if fees are past due. Unpaid fees are subject to a finance charge of one and one-half percent (1.5%) per month (18% per annum), or the maximum permitted by law, whichever is lower. In addition, Security Web Solutions will be entitled to recover its expenses for collection, including reasonable attorneys' fees. Failure to pay fees when due may lead to termination, cancellation or suspension of Services.

FOR THE AVOIDANCE OF DOUBT, SECURITY WEB SOLUTIONS MAY SUBMIT PERIODIC CHARGES CORRESPONDING TO THE TERM OF YOUR SELECTED SUBSCRIPTION WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU AFFIRMATIVELY CANCEL YOUR SUBSCRIPTION SERVICES OR NOTIFY US THAT YOU WISH TO CHANGE YOUR PAYMENT METHOD INFORMATION.

2.4 Taxes

Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"), and you are responsible for all Taxes resulting from this Agreement or your use of the Services. Security Web Solutions will invoice you for Taxes when required to do so by applicable law, and you agree to provide payment under the terms of the invoice.

In the event you are required by law to deduct and withhold any Taxes on amounts payable under this Agreement, any amounts required to be withheld will be promptly deducted and timely remitted by you on behalf of Security Web Solutions to the appropriate taxation authority and you agree that you will provide Security Web Solutions with copies of all necessary documents (including but not limited to tax receipts received from the applicable tax authority) in order for Security Web Solutions to claim and receive a foreign tax credit in an amount corresponding to the amount withheld by you.

3. Use of Services

3.1 Use of Services

Subject to the terms and conditions of this Agreement and payment of all fees due hereunder, Security Web Solutions grants you a non-exclusive, non-transferable, limited right to access and use the Services in accordance with our Acceptable Use Policy. For the avoidance of any doubt, you agree that you will not access the Services for competitive purposes or if you are a competitor of Security Web Solutions.

3.2 Access Credentials

Security Web Solutions shall provide you with non-transferable access credentials for the Services. You will not share access credentials or exceed the user limitations of the service tier you have purchased. You will not: (i) misrepresent or mask identities when using the Services or seeking access credentials; (ii) select or use as a username or custom domain a name subject to any rights of a person or entity or any third party other than you without appropriate authorization; (iii) select or use, as your username or custom domain, a name that is otherwise offensive, vulgar or obscene or otherwise would violate our Acceptable Use Policy; or (iv) exceed any access permitted by Security Web Solutions.

You will safeguard all access credentials provided by Security Web Solutions and shall ensure the confidentiality and security thereof. If you are a corporate entity rather than an individual: (A) only your employees and authorized contractors ("Personnel") may use the Services; (B) you will require your Personnel to comply with all laws and the use restrictions (including user seat restrictions) set out in the Agreement; (C) you will not share access credentials or exceed the user limitations of your service tier; and (D) you acknowledge that you will be fully responsible for any acts or omissions of your Personnel, whether authorized or unauthorized. Security Web Solutions may update, refresh or change the manner of accessing the Services at its discretion.

3.3 Compliance Monitoring

Security Web Solutions may monitor your use of the Services for compliance with the Agreement, and to ensure compliance with our Acceptable Use Policy. If Security Web Solutions observes usage of the Services that it believes are not in compliance with the Agreement, Security Web Solutions may remove or disable any QR codes, links, or other Services that are suspected of violating our Acceptable Use Policy or this Agreement.

Security Web Solutions reserves the right to suspend your use of the Services without notice in the event that we believe, in good faith, the security of your account has been compromised or your account is being used for an unlawful purpose or any purposes that violate our Acceptable Use Policy. Security Web Solutions reserves the right to suspend your access to the Services or terminate this Agreement without notice for violation of the Agreement.

4. Your Services and Content

4.1 Your Service

Security Web Solutions shall have no liability for any of your products, content or services ("Your Services") accessed through or making use of the Services, or the use thereof by any end user or any of your or your affiliates' customers, employees, officers, directors, agents, contractors, consultants, affiliates, or other representatives. You will not use the Services in any manner implying any partnership with, sponsorship by, or endorsement of Your Services by Security Web Solutions.

You will not suggest or imply that Security Web Solutions is the author of or otherwise responsible for the views or content of Your Services. The Services shall not be used in connection with any Prohibited Content (defined in Section 5 below), or any activities where the use or failure of the Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on Security Web Solutions in any manner.

4.2 Customer Materials

You hereby grant to Security Web Solutions an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute, create derivative works, alter or modify all URLs and other information provided by you to Security Web Solutions ("Customer Materials") in connection with the provision of the Services and for other business purposes.

4.3 Customer Content

You are solely responsible for the content that you upload through the Services, or transmit to or share with other users (collectively the "Customer Content"). You may not upload, transmit, or share Customer Content using the Services that you did not create or that you do not otherwise have permission to use. Security Web Solutions does not assert any ownership over Customer Content or other intellectual proprietary rights associated with your Customer Content. Security Web Solutions' collection, use and sharing of personal information we receive from you or third parties is described in our Privacy Policy.

4.4 Business Accounts

As stated in our Privacy Policy, where permitted by law, if you register an account with an email address on a domain owned by an organization, such as your employer, we may share your email address and information about your account with our sales team and the business to explore the business' interest in creating or managing an enterprise account, provide information on other services you might be interested in, or for related purposes.

5. Intellectual Property

5.1 Ownership

Except for Customer Content and Your Services and Customer Materials, you acknowledge and agree that Security Web Solutions is the sole and exclusive owner of all right, title and interest in and to the Services and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof ("Security Web Solutions Materials").

Nothing in this Agreement or any other document shall be deemed to transfer ownership of any Security Web Solutions Materials. Except for the limited license rights expressly granted herein, no rights to Security Web Solutions Materials are granted hereunder and all rights in such Materials are reserved.

5.2 Feedback

If you provide feedback, request features, changes or tools, or otherwise provide comments relating to the Services or provide suggestions or ideas for improving the Services ("Feedback"), such Feedback will be fully assigned to Security Web Solutions without any obligation for separate compensation, and Security Web Solutions shall own all rights, title and interest to the Feedback and may, in its own discretion, elect to incorporate the Feedback into its Services.

5.3 General Restrictions

You and your Personnel will not, and will not permit any third party to:

Access the Services or export data from the Services to create a service, software, documentation or data for a QR code generation service other than Generate The QR Code or create QR codes or a service that is competitive with, substantially similar or confusingly similar to any aspect of the Services (including to benchmark the Services against any competing services)
Use, modify, display, perform, copy, disclose or create derivative works of the Services except as expressly permitted herein
Reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the Services, or use any other means to attempt to discover their source code except as expressly permitted herein
Encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the Services to any third party
Transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, phishing, spam, or content that contains someone's personal information or violates a third party's intellectual property, privacy or publicity rights or any other use or content that violates our Acceptable Use Policy (collectively "Prohibited Content") through the Services
Access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the Services or related systems, including via robots, spiders and other electronic methods
Obscure, remove or alter any proprietary rights or other notices on the Services

Notwithstanding anything to the contrary herein, Security Web Solutions may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3 if you breach or threaten to breach the restrictions in this Section or create other security or legal concerns. You agree that, in addition to any other remedies available to Security Web Solutions at law or in equity, Security Web Solutions will be entitled to seek injunctive relief to prevent the breach or threatened breach of your obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.

5.4 Technical Restrictions

You will not exceed the number and/or frequency of API calls, or other access to or use of the Services in violation of the terms of your tier of Service. If Security Web Solutions believes that you have attempted to exceed or circumvent these limitations, Security Web Solutions may suspend or block your access to the Services. Security Web Solutions may monitor your use of the Services, including to ensure your compliance with this Agreement.

6. Term and Termination

6.1 Term

This Agreement shall commence on the date you accept this Agreement by creating an account or purchasing a paid service tier ("Effective Date") and remain in effect until terminated in accordance with this Section; provided, however, that if you purchased a paid account, the agreement will continue for the duration of the term selected by you, unless otherwise terminated as permitted herein (the "Initial Term").

If your paid account is set to automatically renew, your account will thereafter automatically renew for additional terms of the same length as the Initial Term, or to the extent a shorter renewal term is required by law, the maximum renewal term permitted by law ("Renewal Term"), subject to your cancellation prior to the next billing cycle by canceling your subscription in your account in accordance with Section 6.2 below. ("Term" shall include both the Initial Term and any Renewal Term(s)).

6.2 Right to Terminate

During the Term, you may terminate this Agreement at any time as set forth in Section 2 above; however, you shall not receive a refund or reimbursement of any fees paid for the then-current billing cycle or any prior billing cycles. Upon expiration or termination of this Agreement, all applicable rights and access granted to you hereunder will automatically terminate and you and your Personnel will cease any further use of the Services and return, or, if directed by Security Web Solutions, destroy all Confidential Information (defined below) of Security Web Solutions.

Any Section of this Agreement which by its nature would survive such expiration or termination shall survive.

7. Confidentiality

Confidential Information

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Security Web Solutions' Confidential Information includes non-public information regarding features, functionality and performance of the Services and all pages and materials on the Security Web Solutions website that are accessible only after logging in. Your Confidential Information is limited to non-public data provided by you to Security Web Solutions in writing to enable the provision of the Services.

The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:

(a) is or becomes generally available to the public
(b) was in its possession or known by it prior to receipt from the Disclosing Party
(c) was rightfully disclosed to it without restriction by a third party
(d) was independently developed without use of any Proprietary Information of the Disclosing Party, or
(e) is required to be disclosed by law

The parties hereby agree that breach of this Section 7 may cause irreparable harm to the Disclosing Party, and that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to prevent such breach (or threatened breach) without any requirement to post a bond.

8. Data Protection

8.1 Data Privacy

You expressly acknowledge and agree that it is your responsibility to comply with any and all privacy and data protection laws (including but not limited to the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Colorado Privacy Act (CoPA), Virginia Consumer Data Protection Act (VCDPA), and any other privacy laws that may come into effect from time to time) and regulations applicable to any personal data provided by you for the purposes of the Services regardless of the country/state in which you are based.

The above includes, but is not limited to, complying with the terms and restrictions related to your use of customer/contact databases and complying with any applicable privacy policies and cookie policies.

8.2 Data Processing

In the event that Security Web Solutions processes personal data as a processor on your behalf and applicable law requires parties to put in place a data processing agreement (DPA) to govern such data processing, you may request a DPA by contacting us at support@generatetheqrcode.com. Upon execution, such DPA shall be incorporated into this Agreement and form an integral part of this Agreement.

8.3 Privacy

Security Web Solutions may collect and process personal data regarding you and/or your personnel and/or other representatives in connection with the Services. Such processing is described in our Privacy Policy. Security Web Solutions may share such information with its partners, vendors and service providers, including without limitation in order to provide research, analytics, support, security, fraud prevention, spam prevention, advertising, and/or email marketing, to complete transactions or to ensure compliance with this Agreement.

You consent to such collection, use, processing and sharing of your information in accordance with the terms of our Privacy Policy and applicable laws.

9. Representations and Warranties

9.1 Content Warranties

You represent and warrant that Customer Content, Customer Materials and all information you provide in connection with the Services, and the receipt, collection, use and provision thereof: (i) shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) is in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or export restrictions ("Laws"); (iii) has all necessary consents, approvals or other authorizations or permissions for use, and is in compliance with applicable privacy policies and third-party terms and conditions; and (iv) does NOT contain any personally identifiable information or persistent identifiers from individuals under the age of 16.

9.2 Further Warranties

You further represent and warrant that: (i) you have implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the Services, Customer Content, Customer Materials and Your Services; (ii) you will not do anything that will make the Services subject to any open source or similar license which creates an obligation to grant any rights in the Services; (iii) you will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the Services; (iv) in the event of any security breach or unauthorized access to any Services, Customer Content, Customer Materials and/or Your Services, you will immediately investigate such breach and notify Security Web Solutions in writing, and, unless otherwise notified by Security Web Solutions, take all corrective action necessary to remedy such breach and/or comply with applicable law and the requirements of Security Web Solutions, all at your cost; and (v) you, your use of the Services, Customer Content, Customer Materials and Your Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.

9.3 Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

SECURITY WEB SOLUTIONS DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) QR CODES OR THE SERVICES WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR ANY OF YOUR OR YOUR USERS', PERSONNEL'S OR CUSTOMERS' BUSINESS NEEDS; OR (V) THE SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER.

YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. FURTHER, SECURITY WEB SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT YOUR USE OF THE SERVICES COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES AND YOU SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. SECURITY WEB SOLUTIONS SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS).

10. Indemnification

Indemnity

You will defend, indemnify and hold harmless Security Web Solutions LLC, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives, contractors, customers, business partners, successors and assigns ("Security Web Solutions Indemnitees") from and against any third party claims and actions, and resulting damages, liabilities and costs (including reasonable attorneys' fees and expenses) incurred by Security Web Solutions Indemnitees arising out of or directly or indirectly related to:

(a) Customer Content, Customer Materials and Your Services
(b) Your breach of Section 5.3 or any violation of Laws
(c) Any allegation of intellectual property, privacy or publicity infringement concerning Customer Content, Customer Materials and Your Services, or the combination of the Services with any product, service or other material not provided by Security Web Solutions

Security Web Solutions shall promptly notify you of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not vitiate your indemnification obligations unless you are materially prejudiced thereby. You will have sole control over the defense of any claim under this Section, except that Security Web Solutions may approve any counsel used by you, and that Security Web Solutions may participate in the defense, at its own cost and expense. All settlements of indemnification claims require the prior consent of Security Web Solutions.

11. Limitation of Liability

11.1 Liability Limitation

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO:

(I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING)
(II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION)
(III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES
(IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY OF CUSTOMER CONTENT, CUSTOMER MATERIALS AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES
(V) YOUR FAILURE TO PROVIDE SECURITY WEB SOLUTIONS WITH ACCURATE ACCOUNT OR OTHER INFORMATION
(VI) ANY LIABILITY RESULTING FROM YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL
(VII) YOUR FAILURE TO ACCESS THE SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY YOU

11.2 Aggregate Liability Cap

WITH THE EXCEPTION OF YOUR OBLIGATIONS UNDER SECTION 10, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER ARISING OUT OF OR IN CONNECTION WITH BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY MAY NOT IN ANY CALENDAR YEAR STARTING FROM THE EFFECTIVE DATE OR FROM FIRST USE OF THE SERVICES, WHICHEVER IS EARLIER, EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF FEES RECEIVED BY SECURITY WEB SOLUTIONS FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Governing Law, Venue & Disputes

12.1 Governing Law

This Agreement and the transactions contemplated hereby will be governed by and construed under the Federal Arbitration Act and the laws of the State of Illinois without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. To the extent any dispute between us is not subject to arbitration as set forth herein, the parties agree to the exclusive jurisdiction of the state and federal courts located in Winnebago County, Illinois for resolution of such dispute.

12.2 Limitation for Bringing Claims

To the fullest extent permitted by law, you agree that any claim or cause of action you may have arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.

12.3 Arbitration of Disputes; Class Action Waiver

All disputes, claims or controversies arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") shall be finally resolved in arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the ICC Rules. In an arbitration, an arbitrator decides any Disputes, and neither of us will have the right to bring a lawsuit in court or to have a judge or jury decide any Dispute. Each of us further agrees that any dispute over the scope of this arbitration provision, and any dispute as to whether a claim is subject to arbitration, shall be submitted to the arbitrator for decision.

If an in-person arbitration hearing is required, the venue for such hearing shall be (i) in Winnebago County, Illinois, or, (ii) if you are an individual consumer, then at your option either in Winnebago County, Illinois, or in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where you reside at the time the dispute is submitted to arbitration.

The foregoing notwithstanding, if you are an individual consumer then you and we both retain the right to seek relief in small claims court for any Dispute falling within the scope of such court's jurisdiction.

In addition, we each agree that any Disputes will be adjudicated on an individual basis, and each of us waives the right to participate in a class action, collective or other joint or consolidated action with respect to any Disputes. This arbitration and class action waiver provision shall survive termination of this Agreement.

13. Miscellaneous

13.1 Relationship of the Parties

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

13.2 Entire Agreement and Severability

This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the parties with respect thereto, including any non-disclosure agreements signed by the parties, and may be modified only by an express written agreement between the parties. Without limiting the foregoing, no additional or conflicting terms set out on any purchase order, invoice or similar document are binding.

13.3 Force Majeure

Except for any fees due hereunder, neither party shall be liable for any delay in performing or failure to perform its obligations hereunder where such delay or failure results from any cause beyond its reasonable control, including, without limitation, cyber-attacks, mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters, pandemics, failure of any telecommunications or transportation or of any third party provider or supplier (e.g., host or app store providers, payment processors) or labor disputes.

13.4 Assignment

Except to an affiliate or in the event of a merger, acquisition or other change of control, neither party may assign this Agreement without the prior written permission of the other party, and any attempt to do so is void. This Agreement shall be binding on any permitted successors and assigns.

13.5 Notices

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices to Security Web Solutions should be sent to support@generatetheqrcode.com.

13.6 Headings; Interpretation

The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of "including," "for example," or "such as" in this Agreement shall be read as being followed by "without limitation."

13.7 Export

The parties shall comply with all applicable export and import control laws and regulations, and, in particular, shall not export or re-export the Services without all required United States and foreign government licenses.

13.8 US Government Use

The Services are "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Any access to or use of the Services by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4.

If you use the Services in your official capacity as an employee or representative of a U.S. state or local government entity and are legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law.

13.9 Publicity

You grant Security Web Solutions the right to use your name, trademarks and/or logos on its website, customer lists and/or in marketing, advertising or publicity materials to identify you as a customer that uses the Services.

Appendix A - Data Processing Agreement

This Data Processing Agreement ("DPA") forms part of the Agreement between Security Web Solutions LLC ("Security Web Solutions") and Customer for the provision of QR code generation, management, analytics and related services (the "Services"), to reflect the parties' agreement with regard to the Processing of Customer Personal Information. References in this DPA to the Agreement are to the Agreement as amended by, and including, this DPA.

In the course of providing the Services to Customer pursuant to the Agreement, Security Web Solutions may Process Customer Personal Information on behalf of Customer and the parties agree to comply with the following provisions with respect to such Processing of Customer Personal Information.

1. Definitions

Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity
"CCPA" means the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq.
"Customer Personal Information" means any Personal Information that is provided by Customer to Security Web Solutions and Processed by Security Web Solutions on behalf of Customer pursuant to the Agreement
"Data Protection Laws" means as applicable (i) the GDPR; (ii) the UK GDPR; (iii) the CCPA; (iv) VCDPA; (v) CoPA; (vi) CPRA; and any relevant law relating to data protection, privacy or the use of Personal Information
"GDPR" means EU General Data Protection Regulation 2016/679
"Personal Information" means information that identifies, relates to, describes, is capable of being associated with, or can reasonably be linked, directly or indirectly, with a particular individual or household
"Subprocessor" means any third party appointed by Security Web Solutions to Process Customer Personal Information on behalf of Customer in connection with the Agreement

2. Processing of Personal Information

2.1 Roles of the Parties

The parties acknowledge and agree that, with regard to the Processing of Customer Personal Information pursuant to this DPA: where the Processing is subject to the GDPR or UK GDPR, Customer is the Controller or Processor as applicable, and Security Web Solutions is the Processor or Subprocessor as applicable; where Customer is a Business under CCPA, Security Web Solutions is a Service Provider.

2.2 Customer's Processing of Personal Information

Customer shall not provide Personal Information to Security Web Solutions except as is necessary for Security Web Solutions' performance of Services and unless Customer shall have given the necessary notices and obtained the necessary consents from the applicable Data Subjects. Customer shall, in its use of the Services, Process Personal Information in accordance with the requirements of Data Protection Laws. As between the parties, Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Information.

2.3 Security Web Solutions' Processing of Personal Information

Security Web Solutions shall treat Customer Personal Information as confidential and shall only Process Customer Personal Information as necessary to perform its obligations under the Agreement and in accordance with Customer's documented instructions for the following permitted purposes: (i) in accordance with the Agreement; (ii) as required to comply with its obligations under this DPA or Data Protection Laws; and/or (iii) to comply with other documented reasonable instructions provided by Customer.

Security Web Solutions shall not: (a) Sell or Share Customer Personal Information; (b) retain, use or disclose Customer Personal Information for any purpose other than for the permitted purposes; or (c) combine Customer Personal Information with information received from or on behalf of another person. Security Web Solutions may utilize Customer Personal Information in Aggregated and/or Deidentified form to the extent permitted under Data Protection Laws.

2.4 Details of the Processing

The subject-matter of Processing of Customer Personal Information by Security Web Solutions is the performance of the Services pursuant to the Agreement. The types of Customer Personal Information may include: names, email addresses, contact information, IP addresses, and information processed to generate and manage QR codes. The categories of Data Subjects include Customer's personnel and end users interacting with QR codes.

3. Rights of Data Subjects

Security Web Solutions shall, to the extent legally permitted, notify Customer without undue delay if Security Web Solutions receives a request from a Data Subject to exercise their rights under applicable Data Protection Laws ("Data Subject Request"). Taking into account the nature of the Processing, Security Web Solutions shall assist Customer by implementing appropriate technical and organizational measures for the fulfillment of Customer's obligation to respond to a Data Subject Request.

4. Personnel

Security Web Solutions shall ensure that its personnel engaged in the Processing of Customer Personal Information are informed of the confidential nature of the Customer Personal Information, are bound by confidentiality obligations, and have received appropriate training regarding the Processing of Personal Information. Access to Customer Personal Information shall be limited to those personnel performing Services in accordance with the Agreement.

5. Subprocessors

5.1 Appointment of Subprocessors

Customer authorizes Security Web Solutions to appoint Subprocessors in accordance with this section. Security Web Solutions shall enter into a written agreement with each Subprocessor containing data protection obligations no less onerous than the obligations on Security Web Solutions under this Agreement.

5.2 Notification of New Subprocessors

Security Web Solutions shall give Customer written notice of the appointment of any new Subprocessor at least 30 days prior to any processing of Customer Personal Information. If, within five (5) business days of receipt of that notice, Customer notifies Security Web Solutions in writing of any objections to the appointment, Security Web Solutions shall use commercially reasonable effort not to disclose any Customer Personal Information to the announced Subprocessor.

6. Security and Audit

6.1 Security Measures

Security Web Solutions shall maintain appropriate technical and organizational measures designed to protect the security, confidentiality and integrity of Customer Personal Information, and shall monitor compliance with these measures in accordance with its internal information security program. Security measures are available upon written request.

6.2 Audit and Reports

Upon Customer's written request, Security Web Solutions shall make available to Customer all reasonably required information to demonstrate Security Web Solutions' compliance with this DPA. Any information Security Web Solutions makes available shall be subject to the confidentiality obligations set forth in the Agreement.

7. Data Security Incident Management

Security Web Solutions maintains security incident management policies and procedures and shall notify Customer without undue delay after becoming aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Information (a "Data Security Incident"). Security Web Solutions shall make reasonable efforts to identify the cause of such Data Security Incident and take steps deemed reasonably necessary to remediate the cause to the extent within Security Web Solutions' reasonable control.

8. Return and Deletion of Customer Data

Security Web Solutions shall, on the written request of Customer, return all Customer Personal Information to Customer and/or delete the same from its systems, other than any back-up copies which Security Web Solutions is required to retain for compliance with applicable laws, provided that such copies are kept confidential and secure in accordance with this Agreement.

9. International Data Transfers

Customer authorizes Security Web Solutions to make international transfers of Customer Personal Information in accordance with this DPA and Data Protection Laws. Our servers are located in the United States. If Processing of Customer Personal Information includes transfers subject to GDPR to countries outside the EEA, or transfers subject to UK GDPR to countries outside the UK, and if required by Data Protection Laws, Security Web Solutions shall comply with appropriate transfer mechanisms, including Standard Contractual Clauses where applicable.

10. Contact for Data Protection Matters

For any questions or concerns regarding data processing, please contact:
Security Web Solutions LLC
Email: support@generatetheqrcode.com
Address: Rockford, IL 61108, United States

11. Termination

Termination of this DPA shall be governed by the Agreement.

12. Governing Law

This DPA is governed by the laws stipulated in the Agreement. Without prejudice to Standard Contractual Clauses (where applicable), the parties submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes arising under this DPA.