Terms & Conditions

Last Updated: August 10, 2023

These Terms and Conditions are entered into by and between you and Sona Labs LLC, a Nevada corporation, and the companies and websites it operates, including “sQR” (“Sona Labs,” “the Company,” “we,” “us,” “our”). Please carefully read these Terms and Conditions together with any documents they expressly incorporate by reference, such as our Privacy Policy (collectively, the “Terms”) because they - along with other posted policies, rules, and guidelines - govern your use of and interaction with www.sqr.me and our related websites (including any Whitelabeled Domains, as defined below), including any content, functionality, and services such as smart QR codes or static QR codes (collectively, “sQRs”), offered on or through our websites (all of the foregoing, collectively the “Sites”), as well as any other products, services, and our communications with you. To make these Terms easier to read, we use the word “Services” here to collectively describe and encompass our Sites, software, products, services, and our communications with you. These Terms govern your access to and use of our Services, whether as a guest, visitor, registered user, or account holder, as applicable. By using the Services or by clicking to accept or agree to these Terms which this option is made available, you accept and agree to be bound and abide by these Terms, and you authorize our collection, use, disclosure and other handling of information as set forth in our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree with any part of the Terms, you must not use the Services or access the Sites and are prohibited from doing so. 

If you use the Services on behalf of a company or other entity, then (i) all references to "you" (except in this sentence) shall include you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms and to any related agreements, and that you agree to these Terms on the entity's behalf. You are responsible for ensuring that all persons who access any of our Services through your internet connection are aware of these Terms and comply with them.

Important Notice Regarding Arbitration

When you agree to these Terms, by registering for an account or by using any of the Sites or other Services, you are agreeing, with limited exception, to resolve any disputes between you and the Company through binding individual arbitration rather than in court. Please carefully review the section entitled “Dispute Resolution” for details regarding arbitration and the procedure to opt out of arbitration, should you choose to do so. 

 

Changes to Terms and Services

Our Services are evolving, and hence we may update them and the Terms from time to time. If we modify the Terms, we’ll let you know either by posting the updated Terms on our Site or through other communications. It’s important that you review the Terms whenever we update them or when you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in the section entitled “Effect of Changes on Arbitration,” you may not use the Services anymore. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, such as disabling any sQR or sQR Page (as defined herein), at any time and without notice. We may update the content of the Services from time to time, but the content is not necessarily complete or up-to-date and we are under no obligation to update such content. We may also create usage limits for the Services. 

Accessing the Services

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. The Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. The Company reserves the right to modify, revise, or remove the Services we provide, including any Sites, at the Company’s sole discretion without notice. The Company may restrict access to some parts of any Site or other Services. The Company will not be liable for any outages to any Site or other Services that may occur, for whatever reason. 

Who May Use the Services?

You may use the Services only if you are 18 years or older (or the legal age of majority in your jurisdiction), capable of forming a binding contract with the Company, and are not barred from using the Services under applicable law.  If you want to use certain features of the Services, you’ll have to register for an account (“Account”). It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we reserve the right to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. We will not be liable for any losses caused by any unauthorized use of your account or of any password you create for your account.

The Company reserves the right to disable any account user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, there has been a violation of any provision of these Terms or other posted policies, guidelines, or rules.

Feedback

We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@sqr.me. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. This Feedback section shall survive any termination of your account or our Services.

License

Subject to your compliance with the Terms, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Services on your personal device; and (ii) access and use any Content (as defined herein), information and related materials that may be made available through the Services, in each case solely for your personal use. Any rights not expressly granted herein are reserved by the Company.

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

  1. You may reproduce, publicly display, republish, download, store and transmit the sQRs that you generate from the Services subject to payment of the applicable subscription fees described below under “Subscriptions” and these Terms; 
  1. You may operate any websites you create via the Services (each, an “sQR Page”) subject to the terms herein and the settings we make available for your operation of the sQR Page, which may change over time; 
  2. You may link to the homepage of any of our Sites, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, partnership, approval, or endorsement on our party without our express prior consent; 
  1. Your computer or device may temporarily store copies of materials from our Sites in RAM incidental to your accessing and viewing materials that are accessible on our Sites; and 
  1. You may print or download one copy of a reasonable number of pages of any of our Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

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

Content Ownership, Responsibility and Removal 

  1. Definitions. For purposes of these Terms: (a) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (b) “User Content” means any Content that users, visitors, guests, or Account holders (including you) provide to be made available through the Services including without limitation, any reviews, ratings, and comments you provide. Content includes without limitation User Content.
  1. Our Content Ownership. The Company does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, The Company is the sole owner of and will retain ownership of all right, title, and interest in the Services and Content, including all underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, documentation, aggregate data related to the Services, all improvements, modifications or enhancements to (or derivative works of) the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
  1. Rights in User Content Granted by You. By making any User Content available through the Services you hereby grant to the Company a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
  1. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that: (a) you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms, and (b) neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by the Company on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
  1. Rights in Content Granted by the Company. Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

Copyright Policy

Under the Digital Millennium Copyright Act of 1998 (the "DMCA") if you believe in good faith that any content on the Site infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (i) your (or your agent's) physical or electronic signature; (ii) identification of the copyrighted work on our Site that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (iii) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Site; (iv) your name, address, telephone number and email address (if available); (v) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. You may read more information about the DMCA here.

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent (identified below): (i) your physical or electronic signature; (ii) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (iii) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (iv) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, the Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Notices and counter-notices should be sent to our Copyright Agent, at Sona Labs LLC,  5627 Telegraph Avenue, Suite 211, Oakland, CA 94609, Attn: Legal, or legal@sqr.me. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice.

In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company's sole discretion, users who are deemed to be repeat infringers. the Company may also at its sole discretion limit access to the Site and/or terminate the registrations of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

User Information

When you use the Services to create an sQR or sQR Page, you may receive information about other users. You may collect, use and disclose this information only in compliance with law, including any laws that require notices or consent, including as relates to cookies, tracking technologies, sharing data with third parties, or direct marketing. You are responsible for your compliance with such laws.  Without limiting the foregoing, we reserve the right to prevent user information from being disclosed to or by you where we deem it appropriate to address legal requirements, and to any related data, any opt-outs or other privacy preferences communicated to us by or on behalf of users.

Your Representations, Warranties, and Covenants

By using the Services, you expressly represent and warrant that your use of the Services is solely for your personal use. When using the Services, you agree to comply with all applicable laws. By using the Services, you agree, represent, and warrant that:

  1. You are eligible to use the Services, based on the requirements outlined in the section entitled “Who May Use the Services.”
  1. You will only use the Services for lawful purposes, using only authorized means; you will not use the Services for sending or storing any unlawful material or communications or for deceptive or fraudulent purposes.
  1. You will not use the Services, or any Content accessible through the Services, for any commercial purpose, including but not limited to competing with the Services.
  1. You will not create or compile, directly or indirectly, any collection, compilation, or other directory from any Content displayed through the Services except for your personal, noncommercial use.
  1. You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services.
  1. You agree to notify the Company immediately if you become aware that a child under 16 has created or is otherwise using any sQRs or sQR Pages. If you become aware that a child under 16 has provided information through the contact information widget on your sQR Page, you agree to delete that information and notify the Company. If you become aware that a child under 16 has provided information to the Company in other situations, you agree to notify the Company immediately.
  1. You will only use the Services for your own use and will not resell the Services to a third party.  
  1. You will not conduct any systematic retrieval of data or other Content from the Services, and you will not copy any Content displayed through the Services, including but not limited to publication or republication in any format or media, unless expressly permitted by these Terms.

General Prohibitions 

You may use any of our Sites and Services only for lawful purposes and in accordance with these Terms. You agree not to do any of the following:

  1. Use, display, mirror or frame the Services or any individual element within the Services, the Company’s  name, any Company  trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without the Company's express written consent; 
  1. Use the Services in any manner that violates federal, state, local, or international law or regulation, including, without limitation, any laws related to the export of data or software to and from the United States or other countries;
  1. Access, tamper with, or use non-public areas of the Services, the Company’s computer systems, or the technical delivery systems of the Company’s  providers; 
  1. Impersonate or attempt to impersonate the Company, a Company employee, contractor or agent, another user, or any other person or entity;
  1. Attempt to probe, scan or test the vulnerability of any of the Company’s systems or networks or breach any security or authentication measures; 
  1. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Services; 
  1. Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any material on the Site;
  1. Attempt to gain unauthorized access to, damage, disrupt, or interfere with any parts of the Services, or any server, computer or database connected to the Services;
  1. Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover, within any Service, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Service; 
  1. Alter the appearance or content of any sQR;
  1. Use the Services for the purpose of exploiting, harming, or attempting to harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; 
  1. Engage in any conduct that restricts or inhibits any other user’s use or enjoyment of any of the Services, or which, as determined by the Company, may harm the Company or users of any of the Services, or expose them to liability; 
  1. Display sQRs to individuals you know are under the age of 16; 
  1. Display sQRs anywhere that children under the age of 16 are likely to use them;
  1. Use sQRs to lead to content directed to children under the age of 16 or likely to be of particular interest to children under the age of 16 (“U16 Content”);
  1. Create links to U16 Content on sQR Pages; 
  1. Create an sQR Page that itself is U16 Content;
  1. Do anything that makes a child under the age of 16 likely to scan an sQR or use an sQR Page;
  1. Use any of our Sites or the Services to transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights; 
  1. Use any of our Sites or the Services in connection with 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 us in any manner; 
  1. Use the Services in any manner that could disable, overburden, damage, or impair any of our Sites or interfere with any other party’s use of any of our Services, including their ability to engage in real time activities through any of our Services;
  1. Use any device, software, or routine that interferes with the proper working of any of the Services; 
  1. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  1. Attack any of our Sites or Services via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of any of our Services;
  1. Collect or store any personally identifiable information from the Services; and/or
  1. Encourage or enable any other individual to do any of the foregoing.

Communications Decency Act Notice

We are not responsible for the content or any other information posted to the Sites or through any other Services by third parties. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.

You are hereby notified that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is not suitable to minors. You can discover some of the providers of such parental control technology by searching for “parental control software” using a major search engine, or by visiting www.ftc.gov.

Electronic Signatures

For some activities related to the Services, the Company may permit you to use a personal computer equipped with an active connection to an internet service provider to access your accounts and policies, and to perform certain transactions, as available. To facilitate this, you may be given the option to sign or agree to certain documents including, but not limited to, quotes, updates, notifications or other information that you request, transaction receipts, documents requiring your signature, or any other documents (“Communications”) electronically by either checking the appropriate box or engaging in a similar online process as instructed online. You agree that by checking the appropriate box within or adjacent to the applicable Communication or engaging in a similar online electronic consent process, you are providing your electronic signature and agree to be bound by the terms and provisions such Communication just as if you had signed your name to a paper document.

Subscriptions

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

If you sign up for a Subscription Plan, you are subscribing to an automatically renewing subscription requiring recurring payments at the stated frequency that you select on the Pricing page (e.g., monthly or annually). 

When you sign up for a Subscription Plan, you must provide accurate and complete information for a valid payment method, such as a payment card, that you are authorized to use. If you purchase or sign up for a Subscription Plan, you agree that:

  1. You authorize us or our agent (like Stripe) to automatically charge your payment method on a recurring basis at the start of each subscription term for (i) the applicable Subscription Plan charges, (ii) any and all applicable taxes, and (iii) any other charges incurred in connection with your use of the Sites, unless: (a) you terminate your account, (b) you cancel before the applicable renewal date, calculated on Eastern time, (c) Company declines to renew your Subscription Plan, or (d) these Terms are otherwise properly terminated as expressly permitted herein.
  1. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
  1. All of your Subscription Plan payments are subject to the Company’s refund policy, described below under “Refund Policy”.
  1. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase, which taxes you agree to pay in full. Taxes shall not be deducted from the payments to Company, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, the Company receives and retains (free from any tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.
  1. If any Subscription Plan fee is not paid in a timely manner, or we are unable to process your transaction using the payment method on file, and you do not promptly provide a new eligible payment method through the sQR Billing page in your account or bring your balance current within ten (10) days after we provide you with notification that your account is in arrears, we reserve the right to suspend, disable, cancel or terminate your access to the Services and/or cancel your Subscription Plan.

Promotional codes may only be used for your first subscription term. If you purchased your Subscription Plan with a promotional code, each time your Subscription Plan renews, you will be charged the full billing amount. If your Subscription Plan is ever terminated for any reason or you otherwise purchase another subscription, you will not be eligible to use a promotional code.

If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption to the Subscription Plan and Services. If you would prefer to opt out from this service, please contact us. If you would like to use a different payment method or if there is a change in payment method, please visit the sQR Billing page in your account to update your billing information.

From time to time, we may choose in our sole discretion to add, modify, or remove benefits and features from a Subscription Plan. A list of the current features included in your Subscription Plan may be found at www.sqr.me/pricing. We do not represent or warrant that particular benefits or features will be offered indefinitely and reserve the right to change the prices for or alter the features and benefits associated with a Subscription Plan.

If the pricing for your Subscription Plan increases, we will notify you, and provide you an opportunity to modify your subscription before applying those changes to your account or charging your payment method in connection with an automatic renewal. The notification will inform you of how long you have to change your subscription before the changes become effective. Your continued use of the Site and Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may cancel your subscription. If you accept the new subscription, its terms and conditions will apply for that renewal and all renewals going forward unless changed in accordance with these Terms.

You may cancel your Subscription Plan at any time by clicking “Manage Plans, get invoices, or Cancel” under the sQR Billing page in your account or by emailing support@sqr.me. If you cancel your monthly or annual subscription before the end of the then-current subscription term: (a) your access to the Subscription Plan benefits will be terminated and (b) any of your sQRs will be archived and scanners of such SQRs will be re-directed to sqr.me or another location of our choosing. Analytics will not be available for archived codes.

Enterprise Accounts

If you sign up for an individual (non-Enterprise) Subscription Plan using an email address with an email domain controlled by your employer (or by another entity that has issued you the email address for use on behalf of that entity) (hereinafter, “your employer”), and your employer has or obtains an Enterprise Plan, your employer will have the option to invite you to convert your account to one of the seats allocated to your employer under its Enterprise Plan. If you consent to such conversion, your employer will have full administrative privileges and permissions with respect to all User Content and data in or associated with your account, including all SQRs, SQR Pages, and contact information you have created, collected or stored.  They will control your account, and we can follow their requests and instructions with respect to the account instead of yours.

If you are issued an Enterprise account, then the entity that issued it to you will have the privileges, permissions and control described above.

To the extent you collect and store personal information in your account, you are responsible for disclosing to the applicable data subjects this potential sharing of their data with your employer.

Refund Policy

Except as otherwise set forth in our Refund Policy ("Cancellation Policy"), all payment obligations are non-cancellable and all fees paid are non-refundable, provided that. if we suspend, withdraw or terminate any Subscription Plan service at any time, we may issue a pro-rata refund of any prepaid fees for services purchased but not rendered as of the date of such withdrawal or termination. If you demonstrate a pattern of repeated registrations for paid Services followed by cancellation and request for refund, we may, in our sole discretion, withhold further registrations and/or refuse further refund.

Endorsements

Endorsements that we use on the site have been given willingly by our customers and supporters. They have not been paid for by the Company. 

Monitoring and Enforcement; Termination

We have the right to (i) monitor your use of the Services for compliance with these Terms; (ii) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Services; and (iii) terminate or suspend your access to all or part of any of the Services for any or no reason, including any violation of these Terms.

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

Disclaimers

The following disclaimers are made on behalf of the Company, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. 

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

THE SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES, THE SERVICES, OR THIRD-PARTY WEBSITES LINKED THROUGH OUR SITES (INCLUDING ANY COVID CHECK-IN FORM THAT WE HOST) IS AT YOUR OWN RISK. OUR SITES, CONTENT, AND THE SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR THE OTHER SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT ANY COVID CHECK-IN FORM THAT WE HOST WILL CONTAIN ALL COVID SYMPTOMS OR ACCURATELY IDENTIFY INFECTED PEOPLE, OR THAT ANY OF THE  SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OF THE  SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE SERVICES.

Indemnity

You agree to indemnify, protect and hold the Company and its parents, subsidiaries, affiliates, and assigns, and their respective officers, directors, employees, agents, representatives and service providers harmless from any and all claims, demands, damages, suits, losses, liabilities and causes of action (including without limitation, the cost of defense, attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by the Company or its parent, subsidiary and/or affiliated companies) arising directly or indirectly from, as a result of or in connection with: (i) your User Content; (ii) your failure to comply with any of these Terms; (iii) violation of any applicable laws, rules or regulations related to your use of the Services; and (iv) your use of the Services. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

Limitation of Liability

NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED US DOLLARS ($100).  THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.

Jurisdictional Issues

The Company makes no representation that the Services are appropriate or available for use in your jurisdiction. If you choose to access the Site or Services, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules and regulations.

Reliance on Information Posted

The information presented throughout the Sites and Services is made available for general information purposes only. The Company does not warrant the accuracy, completeness, or usefulness of any information presented on our Site or throughout the Services. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to any of our Sites or other Services, or by anyone who may be informed of any of its contents.

Links to Third Party Websites or Resources; Third Party Products or Services

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such websites. This includes links contained in ads, including banner ads and sponsored links. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources. 

We disclaim all liability or responsibility for any third-party product or service accessed through or making use of the Services including any third-party online property to which an sQR or sQR Page links, and anything offered, provided, or promoted by a user through or in connection with the Services, any sQR or SQR Page (all of the above collectively “Third Party Services”), or any end user’s use thereof. All purchases of Third Party Services are or may be governed by additional terms of sale which will be made available to you at the time of purchase. Additional Company terms and conditions may also apply to specific portions, services or features of the Services. All such Company terms and conditions are hereby incorporated by reference into these Terms. You shall not use the Services in any manner implying any partnership with, sponsorship by, or endorsement of Third Party Services by us. You will not suggest or imply that we are the author of or otherwise responsible for the views or content of the Third Party Services. 

Payment for Third Party Services may be processed through Stripe, either through a user’s own Stripe account, a third-party Stripe account that the user has authority to use, or a merchant account that the Company offers as a service to users. Such merchant accounts will be governed by additional terms which will be made available to a user at the time the user sets up the account. The payment terms for Third Party Services are set by the creator of the sQR Page or other third parties. When you make a purchase through an sQR Page, you are entering into a contract directly with the sQR Page creator. The sQR Page creator is solely responsible for ensuring that any Third Party Service meets all applicable legal requirements, and that it is delivered as described and in an accurate, satisfactory manner. We may remove Third Party Services that violate the Terms at our sole discretion. We do not provide tax or legal advice to users and we bear no liability, and have no obligation to investigate, participate in, or become involved in, any dispute between users, including with respect to Third Party Services.

Telecommunications Consent

Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from the Company or anyone calling on its behalf, you expressly consent to be contacted by the Company and anyone calling on its behalf for any and all purposes arising out of or relating to this Agreement or your use of the Services, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto-telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from the Company, its agents, representatives, affiliates or anyone calling on its behalf at the specific number(s) you have provided to the Company, or numbers we can reasonably associate with your Account (through skip trace, caller ID capture or other means), with information or questions about your Account or use of the Services. You certify, warrant and represent that the telephone numbers that you have provided to us are your correct and current contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us and agree to promptly alert us whenever you stop using a particular telephone number.  Your cellular or mobile telephone provider will charge you according to the type of plan you carry.  You also agree that we may contact you by email, using any email address you have provided to us or that you provide to us in the future.  We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law.  For example, we may listen to and record calls for quality monitoring purposes.  

Electronic Communications

You consent to receive communications from us in electronic form should we so elect, including any and all disclosures and other communications that are required by law.  You agree that all communications that we provide electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and you agree to keep your contact information, including email address, current.

Governing Law 

Except as otherwise provided in the Dispute Resolution provision below, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. 

Dispute Resolution

  1. Initial Resolution Attempt. You and the Company hereby agree that any dispute, claim, or controversy arising out of your use of the Services, or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including any dispute relating to the provisions of this Dispute Resolution section itself (“Disputes”), will first be addressed informally and directly (without recourse to formal legal procedures, lawsuits, etc.) between the Parties in a good faith attempt to reach a mutually agreeable resolution of the issue.
  1. Mandatory Arbitration of Disputes. If, after thirty (30) days of good faith discussion between the Parties (per subsection (i)), no mutually agreeable resolution has been reached, You and the Company agree that any Dispute will be resolved through final and binding individual arbitration by a single arbitrator and not in a class, representative, or consolidated action or proceeding, except as set forth under the “Exceptions to agreement to arbitrate” section below. This includes Disputes arising out of or relating to interpretation or applicability of this “Mandatory Arbitration of Disputes” section, including its enforceability, revocability, or validity. This arbitration provision shall survive termination of these Terms.
  1. Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Streamlined Arbitration Rules and Procedures in effect at the time. The arbitration will be held in the United States county where you live, unless we both agree to another location or to desk arbitration. 
  1. Arbitration Costs. The AAA rules will govern payment of all arbitration fees. The Company will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. 
  1. Injunctive and Declaratory Relief. Except as otherwise provided in subsection (vii), the arbitrator shall determine all issues of liability on the merits of any claim and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that either party seeks public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
  1. Exceptions to Agreement to Arbitrate. Notwithstanding the mandatory arbitration agreement in subsection (i), either you or the Company may (a) assert claims, if they qualify, in a U.S. small claims court; or (b) bring an individual action seeking only injunctive or other equitable relief from a court to prevent or stop unauthorized use or abuse of the Services or infringement or misappropriation of intellectual property without first engaging in arbitration described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts of the Northern District of California to resolve your claim. 

  1. No Class Actions or Class Arbitration. You may only resolve Disputes with the Company on an individual basis, and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this specific provision is found to be unenforceable, the entirety of this “Dispute Resolution” section will be deemed void. 

Notices

Any notices or other communications provided by the Company under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights

The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Entire Terms

Unless you have agreed to a separate services agreement with the Company, these Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding your use of the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between the Company and you regarding the use of the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect - except as described in subsection (vii) of the Dispute Resolution section hereof. You may not assign or transfer these Terms, by operation of law or otherwise, without the Company's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will have no legal effect. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Employment Opportunities

The Company is committed to the principles of equal employment opportunity. Applications are considered for all positions without regard to race, sex, sexual orientation, ethnicity, religion, national origin, age, disability (so long as such disability can be reasonably accommodated), or any other status protected by applicable law. The Company encourages all qualified applicants to apply.

Section Titles

The section headings used herein are for convenience only and shall not be given any legal import.

Interpretation

You agree that these Terms will not be construed against the Company by virtue of having drafted them. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

Contact Us

If you have any questions about these Terms or the Services, please contact Sona Labs at legal@sqr.me.