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This Agreement is entered between Codeifai Limited ABN 68108649421, of Level 5, 126 Phillip Street Sydney NSW 2000 Australia (herein referred to as “Codeifai” or “Codeifai Limited” or “ConnectQR”), and the recipient of Services herein identified in the Account opening process for Codeifai Limited Services hereinafter referred to as “Customer” or “You”. Whereas Customer and Codeifai Limited both hereby agree to the terms & conditions hereinafter mentioned, by ordering and/or using Codeifai Limited’s Services, Customer agrees to be bound by all the terms and conditions of this Agreement (hereinafter referred to as the Agreement):
Scope of Service: This Agreement governs Codeifai's provision to Customer of such Codeifai Software and/or other Services selected and ordered (“The Services or Service”) by Customer from Codeifai. The parties agree that the terms of this Agreement shall extend to and govern all orders placed by Customer as well as any receipt and use by Customer and/or Permitted Users (as later defined) of the Codeifai Services. It is understood by Customer that any software functionality, including that enabled by Codeifai’s proprietary software (“Software”), made available to Customer under the Terms of this Agreement shall be provided as part of Codeifai's Service. The Service includes Codeifai's product application interface (the “Generator,” “Saved QR Codes,” “Leads,” “Analytics,” “Advanced Settings,” “QR Code Generation API,” “QR Code Management API”). The Service is hosted at a domain managed by Codeifai Limited.
Free Trial Account: If you register for a free trial account, the Service is provided “as is” without warranty. Codeifai Limited may suspend, limit, or terminate the Service for any reason at any time without notice.
Lawful Use of Services: Customer agrees to use Codeifai Limited’s Services only in an authorised manner as per the terms of the selected Service package. Violations may result in termination of the Agreement.
Subscription Renewal and Cancellation: We offer both free and paid subscriptions to ConnectQR. You subscribe to our Services for a specific term (annual, half-yearly, quarterly, or monthly), and your subscription will automatically renew on a monthly or annual basis at the end of the term. If you have cancelled a recurring purchase, your subscription will not be automatically renewed. If you cancel your subscription you will not receive refund or credit for amounts already billed and any outstanding fees will become immediately due and payable.
Upgrade or Downgrade: You can upgrade or downgrade the level of Services at any time. In either case, the previous remaining advance payment (if any, calculated on a pro-rata basis) will be adjusted by increasing the period of the new subscription accordingly.
Data Retention: Upon expiry of your Plan or subscription, we will retain your data for a maximum period of one (1) year. Within this period, we retain the right to remove all data from your account. If you wish to retain any data or require us to modify this provision, please e-mail explicit written instructions to Codeifai at the contact email below.
Pricing Changes: We reserve the right to change our prices at any time. If you are on a paid plan or subscription plan, pricing changes will not apply until your next renewal or (30) thirty days after Notice of price change is made, whichever is the later.
Acknowledgment and Acceptance of Privacy and Cookie Policies: By accessing and using the services provided by us including but not limited to our website codeifai.com and/or connectQR.ai, (collectively referred to as the "Services"), you acknowledge that you have read, understood, and agree to be bound by the terms of our Privacy Policy, which is incorporated herein by reference. We reserve the right to modify or update our Privacy Policy at any time. Such modifications will be effective immediately upon posting the amended Privacy Policy on our website. Your continued use of our Services after any such changes constitutes your acceptance of the new Privacy Policy. If you do not agree to abide by these or any future versions of the Privacy Policy, do not use or access (or continue to use or access) our Services.
Consent to Use of Personal Data: By agreeing to these Terms and Conditions and in consideration of using the Services provided by ConnectQR, you agree to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy. This includes, but is not limited to, the use of your personal information for the purposes of providing, improving, and personalizing our Services, and as necessary for compliance with our legal obligations, resolution of disputes, and enforcement of our agreements. You understand that you have the right to withdraw your consent to the collection, use, and disclosure of your personal information at any time, subject to legal or contractual restrictions and reasonable notice. However, please note that withdrawing your consent may affect our ability to provide you with our Services. If you have any questions or concerns about how we handle your personal data, or if you wish to withdraw your consent to our use of your personal data, please contact us.
Acceptable Use Policy: The use of Codeifai Services by Customer and/or Permitted Users is subject to strict adherence to the following restrictions:
Prohibition of Transmission: Users are strictly prohibited from transmitting content that infringes upon the intellectual property or other proprietary rights or privacy of Codeifai or any other party.
No Malicious Content: Users must not transmit viruses, malicious code, or any other form of harmful content that may compromise the integrity of Codeifai Services or the Services of any other party.
Compliance with Laws and Agreement: Users are required to comply with the terms of this Agreement and all applicable laws during the use of Codeifai Services.
Security Features: Users shall not attempt to re-engineer or violate any security features of Codeifai's Services, including the system or the network.
Unauthorised Access: Users shall not attempt to obtain unauthorised access to materials or other information stored on Codeifai's system or network.
Commercial Exploitation: Users are prohibited from selling, assigning, licensing, sublicensing, pledging, distributing, or commercially exploiting Codeifai Services for the benefit of any party other than Permitted Users.
Integrity of Codeifai Services: Users must not attempt to interfere with or affect the integrity or provision of Codeifai Services or the data contained therein.
Protection of Minors: Users shall not attempt to exploit minors inappropriately.
Prohibition of Illegal Activities: Users must not promote sexual services or engage in the trade of drugs, firearms, or other hazardous materials. This includes any indication or promotion of hate speech or racial discrimination.
Copyright and Trademark Compliance: Users are prohibited from manipulating any copyright, trademark, or other proprietary notices contained in Codeifai Services.
Use of Meta Tags: Users shall not use meta tags, hidden data, or metadata containing Codeifai's trademark, logo, URL, or product name without prior written consent from Codeifai.
Non-Sharing of Login Credentials: Users are strictly prohibited from sharing login credentials used to access Codeifai Services with any third party.
Header Information Integrity: Users must not use Codeifai's information to create any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Additionally, users shall not interfere with the provision or use of Codeifai Services, either directly or indirectly.
Non-compliance with these acceptable use conditions may result in the termination of access to Codeifai Services. Users are responsible for ensuring that their use of Codeifai Services aligns with these guidelines and legal requirements.
Acknowledgment of Standard Service: The Customer recognises that it is availing itself of a standard service, and consequently, Codeifai reserves the right, at its sole discretion, to: (a) reengineer its network or service components, (b) alter the locations of its hosting centres, (c) modify and/or replace technology and/or service architectures, all without significant degradation of the Codeifai Services. Moreover, Codeifai retains the discretion to (d) periodically provide enhancements or improvements to the features and/or functionality of the Codeifai Services, encompassing patches, bug fixes, Updates, upgrades, and other modifications collectively referred to as "Updates." The Codeifai Services may encompass links to websites, applications, resources, and advertisements provided by third parties ("Third Party Provision"). Customer acknowledges and agrees that Third Party Provision is beyond the control of Codeifai and that any access to Third Party Provision by Customer and/or Permitted Users shall be entirely at the Customer's risk and subject to the terms of use associated with the respective Third Party Provision. Furthermore, Customer agrees that Third Party Provision falls outside the scope of this Agreement, and Codeifai shall bear no responsibility or liability to Customer and/or Permitted Users for: (a) the availability or accuracy of Third Party Provision; and/or (b) the content, products, or services available from such Third Party Provision.
Evolution of Codeifai Services: Given the evolutionary nature of the Codeifai Services, Updates may bring about modifications or deletions of certain existing features and/or functionalities of the Codeifai Services. In light of this, the Customer hereby agrees that Codeifai bears no obligation: (a) to furnish specific Updates, or any Updates at all, and (b) to sustain the provision or enablement of any specific features and/or functionalities of the Codeifai Services to the Customer and/or Permitted Users. The Customer further consents that all Updates, upon installation by Codeifai, shall: (a) be deemed integral components of the Codeifai Services and (b) remain subject to the terms delineated in this Agreement.
Reasonable Attempts to Correct Errors on Notice: Codeifai Limited will make reasonable efforts to correct errors it is solely responsible for or at Codeifai's option provide a credit to the Customer for that part of the Service where Codeifai has caused the error as long as the error is notified by the Customer to Codeifai in writing within fourteen (14) calendar days of the error occurring.
Customer’s Responsibilities: Customer agrees to provide all necessary data, ensure its accuracy and completeness, liaise with Codeifai Limited with detailed implementation information related to this Agreement, Services and any changes. Customer also agrees to comply with operating and security procedures in place from time to time. Customer further agrees that its employees or agents in liaising with Codeifai Limited are fully authorised to act on behalf of the Customer and are responsible for the use of account information, users identifiers, passwords and/or pin numbers related to the Services.
Customer Representations and Warranties: Customer (and/or any business entity that they represent or are legally entitled to enter into this Agreement), represents and warrants that they are legally entitled to enter into this Agreement and agree to abide by the Terms and Conditions of supply herein. Customer further represents that all provided information is accurate and complies and will continue to comply with any relevant privacy laws related to the collection and maintenance of information and/or data hosted by Codeifai Limited.
Initial Term: The initial subscription term begins on the effective date and expires at the end of the selected subscription period.
Termination by Customer: Customer may terminate this Agreement if Codeifai Limited fails to provide Services or does not remedy a Service failure within 30 business days of the receipt from the Customer of a notice in writing describing the failure in reasonable detail. Customer may also terminate this Agreement if Codeifai Limited materially violates the Agreement and does not remedy the violation within 30 days of the receipt from the Customer of a notice in writing describing the failure in reasonable detail. Any such notices from Customer should be e-mailed to support@codeifai.com.
Termination by Codeifai Limited: Codeifai Limited may terminate the Agreement before the end of the Term on 7 days’ notice to the Customer if they are overdue on payment of any sum due under the Agreement. Codeifai Limited may also terminate this Agreement if Customer materially violates any part of this Agreement, or becomes insolvent or Bankrupt.
Following Termination: Fees owed will not be waived or cancelled. Customer’s data and account settings may be deleted within thirty (30) days from termination and Customer agrees to take full responsibility for the security of all relevant data contained in the Customer’s account at termination.
Suspension of Service: Codeifai Limited may suspend Service without liability if it believes that there is a violation of the Agreement or any applicable law, or if payment is overdue for seven (7) days or more. Advance notice of suspension will be given unless law enforcement requires otherwise. If Service is suspended, the Customer agrees that they will not be able to access any files or data and also that suspension does not constitute a breach by Codeifai Limited of the Terms of this Agreement.
Term of Suspension and Retention of Data: Codeifai Limited may keep the Customer’s Service and account suspended for one (1) year. Data is deleted thereafter, but may be retained on Customer’s written request in some circumstances. Codeifai Limited may extend the length of Service suspension and retention period of data at its sole discretion.
Renewal of Term: The paid subscription and Agreement automatically renew if the recurring purchase option is enabled.
Fees: Fees are effective for the initial term, with Codeifai Limited having the right to revise them with 30 days' notice.
Billing and Payment Arrangements: Codeifai Limited bills on an agreed basis. Invoices are final unless disputed within thirty (30) days.
Payment Methods: Payment is by credit card, wire transfer, cheque, PayPal, or Stripe. Other modes may be allowed on special requests.
Taxes: All applicable taxes are included in the fees.
Agreement and warranty: Codeifai Limited agrees to perform Services diligently, invoice according to the terms of Service in place from time to time, advise and notify the Customer of any matters related to the Services and follow Customer’s reasonable instructions related to the deletion or management of data on the termination of Service. It is further agreed that no physical copies of Software are to be provided by Codeifai. To the maximum extent permitted by law, Codeifai makes no warranties, whether express or implied, including, without limitation, any warranties of title, merchantability, fitness for a particular purpose, or non-infringement, nor any warranty arising from the course of performance or course of dealing. Codeifai does not warrant that the Codeifai services and/or usage of the products will be free of interruptions, errors, bugs, viruses or security issues or that they will meet any specific permitted user requirements. Customer agrees that it is for Customer to validate that the Codeifai services meet the specific needs of Customer and/or permitted users.
Limited Warranty: Codeifai Limited provides Services "as is." Customer uses Services at their sole risk.
Limitation of Damages: Codeifai Limited and its subsidiaries are not liable for various damages resulting from the use or inability to use the Services.
Exclusion of liability: to the maximum extent permitted by law, in no event will Codeifai, its servants, and agents be liable, whether in contract, tort (including negligence), breach of a statutory duty, or otherwise, for any pure economic loss, lost profits, lost business opportunity, anticipated savings, reputational damage, lost goodwill, lost (including theft through hacking) or corrupted data of Customer or any third party, or any indirect, special, incidental and consequential damages arising out of or in connection with the Codeifai services or this Agreement, even if advised in advance of the possibility of such losses.
Limitation of liability. Codeifai's entire liability for all claims in aggregate arising out of or in connection with this Agreement or the provision of deliverables, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to and shall not exceed: (a) in the case of non-product-based claims, the fees actually paid by Customer to Codeifai for the Codeifai services during the period of twelve (12) months immediately prior to the date on which the claim arose; or (b) in the case of product-based claims, the price paid by Customer for the non-conforming products that resulted in the claim.
Exceptions to liability limitation: Notwithstanding the Exclusion and Limitation clauses above, neither party seeks to exclude liability for wilful default, fraud, death or bodily injury resulting from its negligence and/or any other matter for which liability may not be excluded or limited by law (collectively, “liability cap exceptions”). consequently, the exclusions and limitation set out in the Exclusion and Limitation clauses above shall not apply to liability cap exceptions.
Fairness of liability provision: Customer acknowledges and agrees that Codeifai has entered into this Agreement and provided Customer and permitted users with access to the Codeifai services for the agreed level of fees in reliance upon the exclusions of liability set forth in the Exclusion of Liability clause above. The limitation of liability set forth above and the exceptions to liability limitations set out above (collectively, “agreed restrictions”). Customer further acknowledges and agrees that as an essential condition of Codeifai entering into this Agreement and providing the Codeifai services, such agreed restrictions reflect a reasonable and fair allocation of the risk between Codeifai and Customer, upon which the amount of the fees has been predicated and agreed.
The Customer comprehends and acknowledges that, in connection with the utilisation of the Service by the Customer, its Permitted Users, and/or End Users, Codeifai shall process any personal data only as part of the Service Data on the Customer's behalf and in the capacity of a data processor. Codeifai shall extend reasonable cooperation to assist the Customer in addressing any requests from individuals or relevant data protection authorities concerning the processing of Personal Information under this Agreement, especially when the Customer is obligated to respond to such requests under applicable data protection laws. If any such request is directly made to Codeifai, Codeifai shall refrain from responding to such communication without the prior written authorisation of the Customer, except when legally compelled to do so.
In the event that the Customer is a resident of the EEA (including the UK and Switzerland), the processing of such Customer's personal data outside the EEA will be regulated by a separate Data Processing Agreement, available upon request.
The Customer shall not disclose (and shall not permit any individual to disclose) any special categories of personal data (as defined under General Data Protection Regulation (GDPR) 2016/679) to Codeifai for processing under this Agreement. Codeifai shall ensure that any person authorised by Codeifai to process Service Data shall safeguard the Service Data in accordance with Codeifai's confidentiality obligations under this Agreement.
The Customer acknowledges and agrees that Codeifai and its group companies may access or disclose information about the Customer, Customer's account, Permitted Users, including Service Data, to (a) comply with the law or respond to lawful requests or legal processes; or (b) prevent any infringement of Codeifai's or its group companies’ Customers’ proprietary rights. Furthermore, at Codeifai's sole discretion, any suspected fraudulent, abusive, or illegal activity by the Customer may be reported to law enforcement authorities. Customer is fully responsible for content passing through Codeifai Limited’s network or using the Services.
Notwithstanding any contrary provisions herein, Customer grants Codeifai a royalty-free license and the right to aggregate, gather, and analyse Service Data concerning the provision, utilisation, and performance of the Service(s). Codeifai is further granted the right to use (during and after the term of this Agreement) such Service Data for the enhancement and refinement of the Service(s). This may involve creating de-identified, aggregated, or anonymous data, including processing and anonymisation of Service Data (“Anonymous Data”). The purpose of such data processing is for the operation, analysis, improvement, or marketing of the Codeifai Services. It is crucial that any generated Anonymous Data never identifies Customer, any Permitted User, or facilitates their identification, and that all persistent identifiers have been expunged. Customer acknowledges that such Anonymous Data, excluding any Service Data, shall be owned by Codeifai. In the event that Customer claims ownership of such Anonymous Data, Customer hereby transfers, conveys, and grants all rights in such Anonymous Data to Codeifai and acknowledges Codeifai's transparency and management of Data is consistent with Codeifai's Privacy Policy and relevant Data Protection Laws.
Service Usage data: Codeifai may collect and utilise data pertaining to Customer's and/or Permitted Users' usage of the Codeifai Services exclusively for the purpose of providing and enhancing the Codeifai Services. This includes but is not limited to monitoring and analysing usage patterns and traffic on its websites and Codeifai Services. It is important to note that such usage data: (a) does not constitute Service Data; (b) excludes any personal information about Customer or Permitted Users; and (c) is the property of Codeifai.
Ownership Retention: Each party maintains ownership of Intellectual Property Rights (IPR) they held prior to this Agreement, those developed independently, and any modifications or derivatives thereof. This Agreement does not transfer any background or derived IPR.
Exclusive Rights of Codeifai: Codeifai (or its licensors) holds exclusive worldwide IPR over its software, interfaces, SaaS, products, SDKs, APIs, and all associated trademarks and service marks ("Codeifai IP"). Customers are granted access and usage rights strictly for the purposes outlined in this Agreement, without any additional license or right to Codeifai IP.
Restrictions on Codeifai IP: Customers must not, and must ensure their Permitted Users do not use, copy, modify, create derivative works of, reverse-engineer, sell, sublicense, or otherwise exploit Codeifai IP, except as expressly permitted in this Agreement.
Customer-Created Content: Customers retain ownership of content they create using Codeifai services ("Customer Content"). However, Codeifai is granted a non-exclusive, royalty-free, worldwide license to use, display, modify, and distribute Customer Content as necessary for providing the services. This license does not affect the customer’s ownership rights but allows Codeifai to optimize service delivery.
Intellectual Property Rights Definition: "Intellectual Property Rights" include patents, copyrights, designs, trademarks, domain names, trade secrets, and all other forms of intellectual property, whether registered or unregistered.
Trademarks and Use of Customer's Branding: When signing up or subscribing to Codeifai services, the Customer agrees to grant Codeifai Limited a non-exclusive, royalty-free, worldwide license to use their organisation’s name, logo, and trademarks in connection with the Codeifai service, including for promotional materials, case studies, Stock Exchange announcements, and marketing activities. If the Customer wishes to opt-out or restrict this usagCodeifaie, they must provide explicit written notice to Codeifai Limited before completing their sign-up or subscription process. This clause ensures that Codeifai's use of the Customer's branding is consensual and pre-approved, enhancing the marketing potential for both parties while respecting the Customer's rights to their brand identity.
License of Customer Software and Intellectual Property: Customer grants Codeifai Limited a license to use necessary intellectual property for providing Services. Codeifai Limited ensures the right to use such property during the term.
No Assurance of Compatibility: Codeifai Limited does not guarantee compatibility between Customer and Codeifai Limited’s equipment, software, and systems.
Confidentiality: Codeifai Limited uses Customer's confidential information only for Service performance, taking precautions to maintain confidentiality.
Exceptions: Codeifai Limited may disclose information to authorities when required by law, responding to requests, or for monitoring Service use.
Indemnification: Customer(s) indemnify Codeifai Limited against claims arising from any breach of the Agreement or faults by the Customer.
Governing Law: The Agreement is governed by the laws of New South Wales, Australia. Disputes will be brought to the exclusive jurisdiction of the courts of New South Wales, Australia.
Severability: In case of any provision being held invalid, it does not affect other provisions.
Waiver: No waiver by Codeifai Limited of any breach shall be deemed a waiver of any preceding or succeeding breach.
Assignment: Customers may not assign without consent. Codeifai Limited may assign in specific circumstances.
Modification of Terms and Conditions: Codeifai Limited may update or modify Terms and Conditions and will post revisions on our website www.connectQR.ai.
Written Communications and contact information: All instances within these Terms and Conditions where the Customer is required to provide written instructions or notifications to Codeifai, or make any query or request more information such communications must be addressed to support@codeifai.com. This includes, but is not limited to, general information, Privacy, requests for subscription renewal and cancellation, service upgrades or downgrades, data retention inquiries, account suspension requests, and account cancellation or deletion. By centralising communication to this designated email, Codeifai ensures efficient and documented handling of all customer requests and instructions, maintaining clarity and effectiveness in managing customer interactions.
Entire Agreement: This Agreement constitutes the entire Agreement between the parties, superseding all prior terms and conditions.
Updated: 4th August 2024