Terms and Conditions

Last Updated: January 1, 2025

Thank you for visiting QR-Codes.com. QR-Codes.com and its associated services (collectively, the “Website”) are provided by QR-Codes.com, LLC, a limited liability company organized in the State of New York  (“QR-Codes.com”). Throughout the Website, the terms “QR-Codes.com,” “we”, “us” and “our” refer to QR-Codes.com. QR-Codes.com offers this website, including all information, tools, services, and products available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Website, creating a User Account, and/or using the services provided by our Website, you engage in our “Services” and agree to be bound by the following terms and conditions (“Terms,” or “Agreement”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read this Agreement carefully before accessing or using our Website. By accessing or using any part of the site, you agree to be bound by this Agreement, and your use of our Website is expressly made conditional upon your acceptance of the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website or use our Services.

Any new products, and any new web features or tools, which are added to the current Website will also be subject to the Terms in this Agreement. You can review the most current version of this Agreement at any time on this page. The information and materials on the Website may contain typographical errors or inaccuracies. We reserve the right to update, change, or replace all or any part of the Terms of this Agreement by posting updates and/or changes to our Website. Upon any update or change to this Agreement, we will provide notice to you via email, if your email address is on file with us. If your email address is not on file with us, or if you have opted out of email communications from us, it is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes your manifestation of assent to and acceptance of those changes.

QR-Codes.com hereby incorporates its Privacy Policy as if fully restated herein. You must review QR-Codes.com’ Privacy Notice to understand what personal and personally identifiable information QR-Codes.com may collect from you when you use the Website, create a User Account, or use our Services, and how QR-Codes.com may use that personal or personally identifiable information.

NOTICE OF ARBITRATION. THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT APPLIES TO ALL CLAIMS EXCEPT FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR THOSE THAT CAN BE BROUGHT IN SMALL CLAIMS COURT. EXCEPT AS OTHERWISE STATED UNDER THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT OPT-OUT OF ARBITRATION AS SET FORTH BELOW, YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND QR-CODES.COM WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS, OR PARTICIPATE IN, A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION.

1. User Eligibility. The Website is open to use to those who are age eighteen (18) or above. By using the Website, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Website on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.

2. Your Account. You are responsible for maintaining the confidentiality of your account and password. Except to the extent caused by our breach of these Terms, you are responsible for all activities that occur under your account regardless of whether the activities are authorized by you or undertaken by you. We are not responsible for unauthorized access to or use of your password or account. You should take all necessary steps to ensure that your password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if your password is being, or is likely to be used in an unauthorized manner. You must ensure that the details you provide to us are correct and complete and inform us of any changes. You can access and update certain information you have provided to us via your account dashboard.

If we have concerns with your account, or activity relating to your account, or if you are in breach of applicable laws or these Terms, we reserve the right to take action on your account in accordance with these Terms, including without limitation by (a) refusing service, (b) suspending or restricting access to your account, (c) terminating your account, or (d) removing or editing content you post using your account. The action we elect to take and any notice you may receive may vary depending on, without limitation, the circumstances and our assessment of relevant factors.

QR-Codes.com shall have no liability for any of your products, content or services (“Your Services”) accessed through or making use of the QR-Codes.com Website or 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 our services in any manner implying any partnership with, sponsorship by, or endorsement of your services to QR-Codes.com. You will not suggest or imply that QR-Codes.com is the author of or otherwise responsible for the views or content of your use of the Website or its services. You shall not use the Website or the services in connection with any Prohibited Content (defined in below), or any activities where the use or failure of the Website or services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on QR-Codes.com in any manner.

3. QR-Codes.com’s Role; Service Changes. QR-Codes.com provides a platform for users to create, manage and track QR Code campaigns. We may add, remove, suspend, discontinue, modify or update the the Website’s services at any time, at our discretion. After the effective date of such a change, we shall bear no obligation to run, provide or support legacy versions of any affected services.

4. Fees. QR-Codes.com is a month-to-month or year-to-year, pay-as-you-go service, based on automatic renewal. You are billed every month or year for the service (depending on the subscription). You can cancel the service at any time within your QR-Codes.com account dashboard. In case of cancellation done at the latest one day before renewal, you won’t be charged again and the subscription automatically stops by the end of the paid term. Fees are subject to change and QR-Codes.com will notify you of any pricing change prior to processing your next recurring charge. We reserve the right to update, change, modify or terminate your subscription benefits at any time in its sole discretion. You authorize QR-Codes.com to charge you for all applicable fees on a recurring basis using your selected payment method through our online payments platform. By providing a saved payment method (“Payment Method”) in your account, you expressly acknowledge and authorize QR-Codes.com (or our third party online payment processor) 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 QR-Codes.com. QR-Codes.com 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. QR-Codes.com may suspend, downgrade or terminate the Services if Fees are past due. Unpaid Fees are subject to a finance charge of one percent (1.5%) per month (18% per annum), or the maximum permitted by law, whichever is lower. In addition, QR-Codes.com will be entitled to recover its expenses for collection, including reasonable attorneys’ fees. Failure to pay Fees or Renewal Fees when due may lead to termination, cancellation or suspension of Services. FOR THE AVOIDANCE OF DOUBT, QR-CODES.COM 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 QR-CODES.COM THAT YOU WISH TO CHANGE YOUR PAYMENT METHOD INFORMATION.

5. 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 Website’s services. QR-Codes.com 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 QR-Codes.com to the appropriate taxation authority and you agree that you will provide QR-Codes.com with copies of all necessary documents (including but not limited to tax receipts received from the applicable tax authority) in order for QR-Codes.com to claim and receive a foreign tax credit in an amount corresponding to the amount withheld by you.

6. Intellectual Property Rights. The Website and its associated trademarks and content are owned and used by QR-Codes.com, unless otherwise disclosed on the Website.

Any use of the Website, its associated trademarks, or its content without the prior written approval of QR-Codes.com is prohibited. The selection, arrangement, and layout of the Website is the sole and exclusive property of QR-Codes.com, and any unauthorized copying, public display, public performance, distribution, or derivation, whether in whole or in part, is expressly prohibited.

7. User Generated Content. QR-Codes.com may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Website including, but not limited to, product and services reviews (“User Feedback”). You may also send certain specific submissions per our request (for example, contest entries or promotional submissions) or, if without a request, you may send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, via chatbot, or otherwise (“User Comments”) (User Feedback and User Comments are collectively “User-Generated Content”).

You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights.

By submitting User-Generated Content to QR-Codes.com, you grant us a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Services. By submitting User-Generated Content to QR-Codes.com, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to QR-Codes.com. When posting User Feedback to the Website, you warrant that your User Generated Feedback will be accurate, truthful, non-deceptive, and complete.

You agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any User Comments that you forward to us. We are and shall be under no obligation (1) to maintain any User Comments in confidence; (2) to pay compensation for any User Comments; or (3) to respond to any User Comments.

QR-Codes.com assumes no responsibility, and cannot be held liable for, User-Generated Content or the conduct of any users that submits User-Generated Content to QR-Codes.com.

8. Acceptable Use Policy. When you use the Website, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by QR-Codes.com for such a breach, including, but not limited to, monetary damages, costs, and attorneys’ fees. You are expressly prohibited from using the Website to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:

• Attempting to access the Website other than through a standard web browser unless you have been permitted to do so by QR-Codes.com through a separate, written agreement (this restriction does not apply to search engines that comply with QR-Codes.com’s robots.txt file);
• Accessing or attempting to access the Website through automated means (this restriction does not apply to search engines that comply with QR-Codes.com’s robots.txt file);
• Circumventing the technological protection measures of the Website;
• Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
• Disrupting or otherwise interfering with the Website or its associated servers or networks;
• Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Website or its content;
• Diverting or attempting to divert customers of the Website to another website or service;
• Sending unsolicited or unauthorized communications to users of the Website or third parties;
• Transmitting content to the Website that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable;
• Reverse engineering, decompiling, translating, or disassembling the Website or its content; and
• Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.

QR-Codes.com reserves the right to modify, amend, or terminate the Website or its associated content at any time and without prior notice. QR-Codes.com also reserves the right to refuse service or access to the Website to any person or business entity at any time and without notice.

9. QR-Codes.com as Service Provider. You understand and agree that QR-Codes.com provides the Website as a service and will not be held liable for and takes no responsibility for any interactions by and between users of the Website. You understand and agree that QR-Codes.com is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act and that QR-Codes.com cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though QR-Codes.com may edit, remove, or control the content submitted to and displayed through the Website by third parties, it will not be held liable for that content. The Website may contain links to third-party websites. The inclusion of such links does not imply approval or endorsement of the linked site by QR-Codes.com.

10. Copyright and DMCA Policy. QR-Codes.com will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user’s access to the Website if the user is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please submit a written notice to our designated copyright agent at:

QR-Codes.com
P.O. Box 49
Chester, NY 10918

Or email our designated agent at info@qr-codes.com with the subject line DMCA TAKEDOWN NOTICE.

For us to process your infringement claim regarding content on the Website, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Your takedown notices and/or other intellectual property infringement claims must be properly formatted and must include, without limitation, the following information:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);

(c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Website;

(d) the name, address, telephone number and email address (if available) of the complaining party;

(e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For more information about compliant DMCA notices and counter-notices, please visit http://www.copyright.gov/.

Upon receipt of a valid notice, we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on the Website and can also contact you to resolve any dispute.

It is our policy to: (a) remove or disable access to material that we believe in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Website; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Website by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. QR-Codes.com will terminate the accounts of users that are determined by us, in our sole discretion, to be repeat infringers.

11. Fair Use Doctrine. We may use copyrighted material which has not always been specifically authorized by the copyright owner. We are making such material available for criticism, comment, news reporting, teaching, scholarship, or research. We believe this constitutes a “fair use” of any such copyrighted material as provided for in section 107 of the United States Copyright law. If you wish to use copyrighted material from the Service for your own purposes that go beyond fair use, you must obtain permission from the copyright owner.

12. Use of Logo. By using our services, you grant QR-Codes.com the right to display your company logo on our website, including but not limited to the homepage, for marketing and promotional purposes. This usage is limited to showcasing our customer base and highlighting the brands we serve. We will ensure that your logo is presented in a professional and tasteful manner. If you wish to opt out or request the removal of your logo from our website, you may do so at any time by contacting us at info@qr-codes.com, and we will promptly accommodate your request.

13. Third-Party Websites; Affiliate Links; No Endorsement. You acknowledge and agree that the Website may contain links to third-party websites or content that QR-Codes.com does not own or control. You are advised to review the terms and conditions of any third-party websites or content linked to through the Website, and you agree that QR-Codes.com will not be responsible for websites not under the ownership or control of QR-Codes.com.

14. Service Level Agreement; Exceptions. QR-Codes.com commits that its website and associated Services will be available 99.9% or more of the time in a given calendar month. If we fail to substantially meet this commitment, contact us at info@qr-codes.com and you may be eligible for a service credit on your account, which shall be given at our sole discretion. You will not be entitled to a service credit, and there shall be no liability whatsoever to QR-Codes.com, under the following exclusions:

• You are in breach of this Agreement or your obligations to QR-Codes.com;
• Your access to your account is temporarily unavailable, but your QR codes are still fully operational and functioning as intended;
• Inability to use or access the site due to account termination or suspension;
• Factors outside of QR-Codes.com’s reasonable control, including any force majeure event or Internet access or related problems beyond QR-Codes.com control;
• Actions or inactions of you or any third party or that result from your equipment, software or other technology and/or third party equipment, software or other technology

For the avoidance of doubt, QR-Codes.com shall not be held responsible for outages or circumstances beyond our control, including any of the following: less than optimal network conditions between your ISP and our server; DDoS or other malicious attacks on our server; connectivity issues within your ISP’s network; browser or DNS caching issues; outages or interruptions from an upstream provider outside of our immediate hosting environment.

QR-Codes.com strives to keep interruptions to a minimum and will use our best efforts to notify you in advance of any scheduled maintenance.

15. Term; Termination. This Agreement shall commence on the date the 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. (“Term” shall include both the Initial Term and any Renewal Term(s)). QR-Codes.com may terminate your access to this Website at any time, with or without cause, and with or without notice. You may terminate your use of the Website at any time. You may terminate your Investor Account by following the instructions found in your account webpage.

16. Disclaimer of Warranties and Limitation of Liability.

• YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT QR-CODES.COM WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH SERVICES IS TO STOP USING THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.

• QR-CODES.COM HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. QR-CODES.COM HAS NO CONTROL OVER AND HAS NO DUTY TO TAKE ANY ACTION REGARDING: (1) WHAT CONTENT YOU ACCESS ON THE WEBSITE; (2) HOW THE CONTENT MAY AFFECT YOU; (3) HOW YOU INTERPRET OR USE THE CONTENT; (4) OR WHAT ACTIONS YOU TAKE HAVING BEEN EXPOSED TO THE CONTENT. QR-CODES.COM MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE WEBSITE. QR-CODES.COM DOES NOT INDEPENDENTLY VERIFY DEAL-SPECIFIC INFORMATION LISTED ON THE WEBSITE AND YOU ARE RESPONSIBLE FOR YOUR OWN DUE DILIGENCE.

• QR-CODES.COM WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF PRODUCTS PURCHASED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE.

17. Indemnification. You agree to indemnify, defend, and hold harmless QR-Codes.com, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Website, (ii) your use or misuse of Services through and/or offered by the Website; (iii) your violation of any term or condition of this Agreement; (iv) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (v) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend QR-Codes.com will not provide you with the ability to control QR-Codes.com’s defense, and QR-Codes.com reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.

18. Notice to California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to the email address provided below or my mail to the mailing address provided below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

19. Choice of Law and Stipulation to Jurisdiction.

• You and QR-Codes.com agree that any dispute arising out of or related to this Agreement or your use of the Website, including, but not limited to, your purchase or use of products through the Website, will be governed by the laws of the State of New York, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims for injunctive relief by either party, you and QR-Codes.com agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Website including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, shall be finally resolved by binding arbitration through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “New Era Platform”) in accordance with its rules and procedures for “Virtual Expedited Arbitrations” by a professional neutral(s) with substantial experience in resolving commercial disputes (the “Neutral”). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform.
• This arbitration will be conducted in the English language. The decision of the Neutral will be final and binding on the parties and judgment on any award(s) rendered by the Neutral may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The Neutral shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the Neutral may be entered in any court of competent jurisdiction.
• ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF SERVICES THROUGH AND/OR OFFERED BY THE WEBSITE, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND YOU AND QR-Codes.com EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN OR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.
• Any claims must be brought within one year of each applicable invoice or will otherwise be barred.
• Any claims not subject to arbitration under this Agreement must be brought in Orange County, New York and will be governed by the laws of the State of New York without regard to its conflict of laws rules. By using the Website and agreeing to these terms, you waive any argument regarding improper venue.

20. Force Majeure; Data Breach. QR-Codes.com will not be responsible for any delay or failure in performance of the Website or its associated products arising out of any cause beyond QR-Codes.com’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents. QR-Codes.com will not be responsible or liable to you for any data breach or compromise of information provided that QR-Codes.com has in place reasonable security measures and otherwise complies with any applicable data breach laws.

21. Survivability. The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement or the Website, including, but not limited to, your duty to indemnify and defend QR-Codes.com.

22. Interpretation. This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.

23. Assignment. You are expressly prohibited from assigning your rights and duties under this Agreement. QR-Codes.com reserves the right to assign its rights and duties under this Agreement, including in a sale of QR-Codes.com or its Website.

24. Waiver and Integration. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.