QResponse

1	Applicability
1.1	These Terms of Service govern the use of the Platform. By using the Platform you agree to be bound by the Terms of Service.
1.2	Pro-Active can amend the Terms of Service from time to time. Pro-Active recommends that you review the Terms of Service from time to time and take note of any changes. By continuing to use the Platform you accept any change made to the Terms of Service.
1.3	These Terms of Service supersede any and all prior oral and written quotations, terms, communications, agreements and understandings between you and Pro-Active.

2	The Platform
2.1	Pro-Active provides a subscription service that allows you to create and host a designated number of QR codes for your marketing campaigns. You can find the current specific characteristics on the QResponse website.
2.2	Pro-Active offers annual subscriptions. The subscription fees for the respective subscription terms can be found on the QResponse website.
2.3	To use The Platform, payment for the subscription must have been paid in full, after which your account will be activated.
2.4	In case of any changes in contact details, you are requested to update the information on the subscriptions option or contact your account manager immediately.
2.5	We may change the content of the Platform or the subscription fee from time to time. Any price changes will apply to you no earlier than one month following our notice to you.

3	The Platform
3.1	Subscriptions are activated once payment has been received in full.
3.2	Depending on the payment method you use, the issuer of the payment method may charge you certain fees relating to the processing of your payment.
3.3	Pro-Active may suspend or cancel your subscription if a payment is not successfully settled, for instance in case of insufficient funds, expiration of credit cards, changed payment details or otherwise.

4	Term and cancellation of the subscription
4.1	The subscription period is 12 months from activation, after receipt of payment.
4.2	A subscription may be cancelled if a cancellation request is received in writing within the first 30 days of the subscription, after activation.
4.3	Upon cancellation, your access to the platform will be suspended and you will receive a full refund. You will then have no access to the platform, the dashboards or other Platform features.

5	Restrictions
5.1	Pro-Active respects your rights and expects that you respect those of Pro-Active. This includes respecting the right to privacy, corporate intelligence and business secrets and intellectual property rights, such as trademarks, copyrights, trade names and logos.
5.2	You agree not to use the Platform to commit or promote, enable or facilitate unlawful or criminal acts or violations of these Terms of Service or facilitate or promote others to do so.
5.3	As a condition to make use of the Platform, you agree not to use QR Codes for usage that: features child pornography; are deemed obscene, defamatory, libellous, slanderous, profane, indecent or unlawful, promotes racism, violence or hatred; promotes racism, violence or hatred; are factually inaccurate, false, misleading or deceptive; infringe, violate or privacy rights, including data protection rights, and/or any other rights; infringe on or violate any applicable law or regulation; constitute 'hate speech', whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group, and/or;
5.4	In addition, you agree not to: attempt to probe, scan, compromise or test the vulnerability of the Platform or any related service, system or network or breach any security or authentication, unless you do so in accordance with our Responsible Disclosure Policy.
5.5	Pro-Active reserves the right to investigate, provide to third parties, (temporarily) block and/or remove from its servers, without warning, any transfers and/or files and/or accounts or to block anyone from accessing any part of the Platform when Pro-Active ascertains, at their own discretion or after receiving substantiated and valid complaints, that you violate these Terms of Service or act in violation of any applicable law or regulation.

6	Confidentiality
6.1	Any information uploaded is treated confidentially.
6.2	Pro-Active will not look into your information, unless this is necessary, for instance to provide you with (technical) support on your request or if we are by law obliged to do so.

7	Permissions and responsibility
7.1	Pro-Active does not claim any ownership of the contents of the information uploaded to the Platform. You are fully and solely responsible and accountable for the information you upload.
7.2	By using the Platform you guarantee that you have all required permissions, including from copyright and other intellectual property rights holders, to upload information to the platform.
7.3	Pro-Active is not liable to you for any damages arising out of the content uploaded by you.

8	Disclaimer
8.1	Pro-Active provides its services "AS-IS", without warranty of any kind. Without limiting the foregoing, Pro-Active explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. Pro-Active makes no warranty that the Services are available on an uninterrupted or error-free basis. Your use of the Platform is at your own risk. You acknowledge and agree that Pro-Active is not responsible for any damages to your computer system or the computer system of any third party that result from use of the Services and is not responsible for any failure of the Services to store, transfer or delete a file or for the corruption or loss of any data, information or content contained in a file.

8

Disclaimer

8.1

Pro-Active provides its services "AS-IS", without warranty of any kind. Without limiting the foregoing, Pro-Active explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. Pro-Active makes no warranty that the Services are available on an uninterrupted or error-free basis. Your use of the Platform is at your own risk. You acknowledge and agree that Pro-Active is not responsible for any damages to your computer system or the computer system of any third party that result from use of the Services and is not responsible for any failure of the Services to store, transfer or delete a file or for the corruption or loss of any data, information or content contained in a file.

9	Indemnity and Liability
9.1	You will defend, indemnify and hold harmless Pro-Active, including its employees from and against any claims, incidents, liabilities, procedures, damages, losses and expenses, including reasonable legal fees, arising out of or in any way connected with your access to or use of the Platform or your violation of these Terms of Service, including any 3rd party claims that files submitted to the Platform by you infringe or violate any third party rights.
9.2	Pro-Active is not liable for any damage or personal injury resulting from any use of the Platform. The limitation of liability referred to in this clause shall not apply if the liability for damage is caused by intent or gross negligence on the part of Pro-Active. In the event Pro-Active is liable for damage under mandatory law, Pro-Active's aggregate liability to you for any and all claims arising out of or in connection with the use of the Platform will not exceed the value of the subscription.

9

Indemnity and Liability

9.1

You will defend, indemnify and hold harmless Pro-Active, including its employees from and against any claims, incidents, liabilities, procedures, damages, losses and expenses, including reasonable legal fees, arising out of or in any way connected with your access to or use of the Platform or your violation of these Terms of Service, including any 3rd party claims that files submitted to the Platform by you infringe or violate any third party rights.

9.2

Pro-Active is not liable for any damage or personal injury resulting from any use of the Platform. The limitation of liability referred to in this clause shall not apply if the liability for damage is caused by intent or gross negligence on the part of Pro-Active. In the event Pro-Active is liable for damage under mandatory law, Pro-Active's aggregate liability to you for any and all claims arising out of or in connection with the use of the Platform will not exceed the value of the subscription.

10	Applicable Law and Jurisdiction
10.1	These Terms of Service are governed by UK law. These Terms of Service will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your country of residence.
10.2	Any disputes regarding these Terms of Service will be submitted to a Court that has jurisdiction under UK law