1. Acceptance of Terms

By accessing and using QRCollie's services, you accept and agree to be bound by the terms and provisions of this agreement. If you do not agree to abide by the above, please do not use this service.

IMPORTANT: THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14. YOU AGREE THAT DISPUTES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION.

2. Description of Service

QRCollie provides a comprehensive platform for creating, managing, and tracking QR codes that connect physical products to digital experiences. Our services include:

• GS1-compliant QR code generation for retail-ready products
• QRC (QRCollie Code) generation - our proprietary non-GS1 QR code format for ecommerce brands not yet retail-ready
• Dynamic product landing pages with category-specific components
• Batch management for inline printing and recall management
• Analytics and tracking capabilities
• Feedback collection and management
• Integration with Cloud Vision API for content moderation

QRCollie is a technology platform only. We do not manufacture, distribute, or sell any physical products.

3. User Accounts

3.1 Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use
• Providing accurate and complete information
• Ensuring only authorized employees and contractors use your account

3.2 Account Eligibility

Our services are intended for legitimate businesses creating product experiences for their own products or those they have authorization to represent. Users must be at least 16 years of age. We reserve the right to refuse service or terminate accounts used for malicious purposes including unauthorized data harvesting, system abuse, or activities that violate these Terms.

3.3 Anti-Competitive Use

You may not use our services to:

• Create a competing QR code or URL shortening service
• Benchmark our services against competitors
• Reverse engineer or copy our functionality
• Export data to create a substantially similar service

4. GTIN/UPC Authorization and Ownership

By creating product pages or QR codes linked to any GTIN, UPC, EAN, or other product identifier, you represent and warrant that:

• You are the brand owner or manufacturer of the products OR
• You have explicit written authorization from the brand owner
• You will provide proof of ownership or authorization upon request within 5 business days
• All product identifiers are valid and legitimately issued to your organization

We reserve the right to:

• Request verification at any time
• Suspend access pending verification
• Remove unauthorized content upon complaint from verified brand owners
• Terminate accounts that repeatedly violate these requirements

5. Fees and Payment

5.1 Subscription Terms

• Fees are billed in advance and are non-refundable except as required by law
• Subscriptions automatically renew unless cancelled before the next billing cycle
• We may change pricing with 30 days' notice
• Cancellation does not entitle you to refunds for the current billing period

5.2 Payment Processing

You authorize us to charge your payment method on a recurring basis. You are responsible for keeping payment information current. Unpaid fees may result in service suspension or termination and are subject to a finance charge of 1.5% per month (18% per annum) or the maximum permitted by law.

5.3 Taxes

Fees are exclusive of all taxes, duties, and governmental charges. You are responsible for all taxes resulting from this Agreement except for taxes based on our net income.

6. Technical Restrictions and Fair Use

6.1 API and Service Limits

You agree not to exceed:

• API rate limits for your service tier
• User seat limitations
• Storage or bandwidth allocations
• Batch processing limits

Exceeding limits may result in automatic throttling, suspension, or additional charges.

6.2 Prohibited Technical Activities

You may not:

• Use automated means to scrape or harvest data
• Attempt to circumvent security measures
• Interfere with or disrupt our services
• Access other users' data without authorization
• Use the service for cryptocurrency mining or similar activities

7. Content and Intellectual Property

7.1 Your Content

You retain ownership of content you create. By using our service, you grant us a non-exclusive, worldwide, royalty-free license to use, display, and process your content solely to provide our services.

7.2 Prohibited Content

You may not create or upload content that:

• Infringes intellectual property rights
• Contains false or misleading product information
• Violates privacy rights
• Is illegal, harmful, or offensive
• Misrepresents product ownership or authorization
• Contains malware or malicious code

7.3 Product Information Accuracy

For nutritional information, ingredients, allergens, or product claims, you warrant that all information is accurate, complete, and compliant with applicable regulations including FDA requirements. You are solely responsible for regulatory compliance.

7.4 Our Intellectual Property

QRCollie retains all rights to our platform, software, and technologies. Nothing in this Agreement transfers ownership of our intellectual property to you.

7.5 Customer Reviews and Third-Party Content

Review Upload Responsibility: Users are solely responsible for ensuring they have the legal right to display all reviews, testimonials, or customer feedback uploaded to QRCollie. This includes:

• You may only upload reviews from stores, platforms, or services that you own or operate (e.g., Shopify, WooCommerce, BigCommerce, or your own proprietary platform)
• You must have explicit permission from customers to display their reviews
• You may not upload reviews from third-party marketplaces or platforms where you do not own or control the review system (including but not limited to Amazon, Walmart, Target, or other retail marketplaces)
• You warrant that all reviews are authentic and not fabricated

Platform Verification and Indemnification: QRCollie does not verify the source, ownership, or authenticity of user-uploaded reviews. By uploading reviews, you represent and warrant that you have all necessary rights and permissions. You agree to indemnify and hold harmless QRCollie and its affiliates from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your uploading or display of customer reviews
• Violation of third-party platform terms of service
• Infringement of intellectual property or privacy rights
• False or misleading review content
• Any regulatory violations related to your review content

Removal Rights: We reserve the right to remove any reviews that we determine, in our sole discretion, may violate third-party rights or terms of service, are potentially fraudulent, or expose us to legal liability.

7.6 Custom Font Uploads

Font Upload Responsibility: Users who upload custom fonts to QRCollie for use on product landing pages are solely responsible for ensuring they have the legal right to use and distribute those fonts. By uploading a custom font, you represent and warrant that:

• You own the font or have a valid license that permits web embedding and distribution
• The font license allows use on publicly accessible web pages viewed by third parties
• You have paid all required licensing fees for commercial use, if applicable
• The font does not infringe on any third-party intellectual property rights
• You will maintain valid licensing for as long as the font is used on our platform

License Compliance: Many fonts, including those from Google Fonts, Adobe Fonts, and independent foundries, have specific licensing terms. You are responsible for understanding and complying with all applicable font license agreements. Common restrictions may include:

• Prohibition on self-hosting or redistribution
• Requirements for attribution or credits
• Limits on the number of page views or domains
• Restrictions on commercial use without additional licensing

Indemnification for Font Usage: QRCollie does not verify font licensing or ownership. You agree to indemnify and hold harmless QRCollie and its affiliates from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to your uploading, use, or distribution of custom fonts, including but not limited to claims of copyright infringement, trademark infringement, or breach of font license agreements.

Font Removal: We reserve the right to remove any custom fonts that we determine, in our sole discretion, may violate third-party intellectual property rights, font licensing terms, or expose us to legal liability. Upon termination of your account or removal of a font, you must ensure you have alternative styling in place for your product pages.

8. Publicity Rights

We may request permission to use your company name, trademarks, and logos in our marketing materials, case studies, and testimonials. Any such use will require your prior written consent, which you may grant or withhold at your discretion. We will not feature you as a customer without your explicit permission.

9. Privacy and Data Protection

9.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy. By using our services, you consent to our data practices as described in the Privacy Policy.

9.2 Your Compliance Obligations

You are responsible for complying with all applicable privacy and data protection laws including GDPR, CCPA, and other regional requirements. This includes obtaining necessary consents and providing required notices to individuals whose data you process through our platform.

9.3 Data Processing Agreement

If you process personal data subject to GDPR, UK GDPR, or CCPA through our services, the Data Processing Agreement attached as Appendix A applies and is incorporated into these Terms.

10. Service Availability and Changes

10.1 Service Availability

While we strive for high availability, we do not guarantee uninterrupted access. Services are provided "AS IS" and "AS AVAILABLE."

10.2 Service Modifications

We may add, modify, or discontinue features at any time. We have no obligation to maintain legacy versions of discontinued features.

11. Indemnification

You agree to indemnify, defend, and hold harmless QRCollie and its affiliates from any claims, damages, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our services
• Your violation of these Terms
• Your content and product information
• Your uploading or display of customer reviews, including violations of third-party platform terms of service
• Your uploading or use of custom fonts, including violations of font licensing agreements or intellectual property rights
• Any regulatory non-compliance
• Unauthorized use of GTINs or product identifiers
• Infringement of third-party rights

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• We are not liable for indirect, incidental, special, or consequential damages
• We are not liable for lost profits, data loss, or business interruption
• Our total liability is limited to the fees you paid us in the 12 months preceding the claim
• These limitations do not apply to your indemnification obligations

13. Term and Termination

13.1 Term

This Agreement begins when you create an account and continues until terminated. Paid subscriptions continue for the selected term unless terminated earlier as permitted herein.

13.2 Termination

Either party may terminate at any time. Upon termination:

• Your access to services ceases immediately
• No refunds will be provided
• We may delete your data after 90 days
• Sections that by nature should survive termination remain in effect

14. Dispute Resolution and Arbitration

14.1 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY - IT AFFECTS YOUR LEGAL RIGHTS

You and QRCollie agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of our services (each, a "Claim") shall be settled by binding individual arbitration, except as provided in the exceptions below. This means you are giving up your right to go to court to assert or defend your rights. Your rights will be determined by a neutral arbitrator, not a judge or jury.

14.2 Arbitration Process

• Administrator: Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules
• Location: The arbitration will be conducted in Delaware, or at your option, in your state of residence
• Format: You have the right to an in-person hearing, telephone hearing, or written submissions
• Arbitrator: A single arbitrator with at least 10 years of experience in technology law will decide the claim
• Award: The arbitrator can award any damages or relief that a court could award under applicable law

14.3 Arbitration Costs

• If you initiate arbitration, we will pay all arbitration fees exceeding $250 USD
• If we initiate arbitration, we will pay all arbitration fees
• Each party bears their own attorney's fees unless the arbitrator determines a party acted in bad faith

14.4 Class Action Waiver

You and QRCollie agree that claims may only be brought in an individual capacity and not as part of any class, collective, or representative action. If this class action waiver is found unenforceable for any claim, then this entire arbitration provision shall not apply to that claim.

14.5 Exceptions to Arbitration

The following claims are exempt from arbitration:

• Claims within the jurisdiction of Small Claims Court
• Claims for injunctive relief for intellectual property infringement
• Claims that cannot be arbitrated under applicable law

14.6 Opt-Out Right

You may opt out of this arbitration provision by sending written notice to legal@qrcollie.com within 30 days of first accepting these Terms. If you opt out, disputes will be resolved in the courts of Delaware, USA.

14.7 Severability

If any part of this arbitration provision is deemed unenforceable, the remainder shall continue to apply, except that if the class action waiver is deemed unenforceable for a particular claim, the entire arbitration provision shall not apply to that claim.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of Delaware, USA, without regard to conflict of law principles.

15.2 Entire Agreement

These Terms, including any attached appendices, constitute the entire agreement between us and supersede all prior agreements.

15.3 Severability

If any provision is found invalid, the remainder of the Terms continue in full effect.

15.4 Assignment

You may not assign these Terms without our consent. We may assign our rights to any successor or affiliate.

15.5 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond their reasonable control.

15.6 Export Compliance

You agree to comply with all applicable export control laws and regulations.

15.7 Modifications to Terms

We may modify these Terms at any time by posting updates. Continued use after changes constitutes acceptance. If you disagree with changes, discontinue use immediately.

15.8 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

16. Contact Information

For questions about these Terms of Service, contact us at:

Email: legal@qrcollie.com

APPENDIX A: DATA PROCESSING AGREEMENT

This Data Processing Agreement ("DPA") forms part of the Terms of Service between QRCollie Inc. ("QRCollie", "we", "us") and Customer ("you") for the provision of QRCollie services.

1. Definitions

• "Personal Data" means any information relating to an identified or identifiable natural person
• "Controller" has the meaning given in GDPR
• "Processor" has the meaning given in GDPR
• "Data Protection Laws" means GDPR, UK GDPR, CCPA, CPRA, and any other applicable privacy laws
• "Sub-processor" means any third party appointed by QRCollie to process Personal Data

2. Processing of Personal Data

2.1 Roles

• You are the Controller of Personal Data you submit
• We are the Processor acting on your instructions
• We process Personal Data only as necessary to provide our services

2.2 Our Obligations

We will:

• Process Personal Data only on your documented instructions
• Ensure personnel are bound by confidentiality obligations
• Implement appropriate technical and organizational security measures
• Assist you in responding to data subject requests
• Delete or return Personal Data upon termination
• Make available information necessary to demonstrate compliance

2.3 Your Obligations

You warrant that:

• You have all necessary rights to provide Personal Data to us
• You have obtained all required consents
• Your instructions comply with Data Protection Laws

3. Sub-processors

3.1 Authorized Sub-processors

You authorize us to engage sub-processors including:

• Google Cloud Platform (infrastructure)
• Stripe (payment processing)
• Google Cloud Vision API (content moderation)
• Supabase (database services)

3.2 New Sub-processors

We will notify you of new sub-processors with 30 days' notice. You may object to new sub-processors within 5 business days with reasonable grounds.

4. Security Measures

We maintain appropriate technical and organizational measures including:

• Encryption of data in transit and at rest
• Access controls and authentication
• Regular security assessments
• Incident response procedures
• Employee training on data protection

5. Data Breaches

We will notify you without undue delay after becoming aware of a Personal Data breach and will provide reasonable assistance in your compliance with breach notification obligations.

6. International Transfers

We may transfer Personal Data internationally. For transfers outside the EEA/UK, we will implement appropriate safeguards such as Standard Contractual Clauses.

7. Data Subject Rights

We will assist you in fulfilling data subject requests for access, rectification, erasure, portability, and objection to the extent possible given the nature of our processing.

8. Audit Rights

Upon reasonable request, we will provide information necessary to demonstrate compliance with this DPA. You may conduct audits no more than once per year with 30 days' notice.

9. Liability

Our liability under this DPA is subject to the limitations in the main Terms of Service.

10. Duration and Termination

This DPA continues for the duration of the Terms of Service. Upon termination, we will delete or return Personal Data as you instruct, except as required by law.