If you signed a separate Cover Page to access the RoQR Cloud Service with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

This Agreement is between RoQR, LLC and the company or person accessing or using the Cloud Service. This Agreement consists of: (1) the Order Form and (2) the Key Terms, both of which are on the Cover Page below, and (3) the Common Paper Cloud Service Standard Terms Version 1.0 ("Standard Terms"). Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

If you are accessing or using the Cloud Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page

Order Form

Cloud Service: The QR-code management platform made available by RoQR, LLC, which includes its web-hosted application, its application program interfaces, its software development kits, and the QR-codes and documents made available through these services.

Subscription Start Date: The Effective Date

Subscription Period: One month

Non-Renewal Notice Period: At least 1 day before the end of the current Subscription Period.

Use Limitations: The limitations set by the plan selected by the Customer.

Fees: Fees will be automatically charged based on the applicable Cloud Service plan ordered by Customer. Provider may suspend Customer's access to the Cloud Service upon written notice for Customer's failure to pay any applicable fees. Provider will promptly restore the suspended Customer's access to the Cloud Service upon receipt of all applicable fees owed.

Customer may cancel their subscription at any time. Upon early cancellation, Customer will retain access to the Cloud Service for one month after their last payment. Customer may instead request a partial refund of the Cloud Service. The refund amount will be calculated as a proportion of the number of days between the start of the current billing cycle and the cancellation request, and the number of days in the current billing cycle. For example, if Customer requests a refund 15 days after their payment, and the current billing cycle is 30 days long, Customer is entitled to a 50% refund. Refunds are paid to the original payment method. All refund requests must be made by email to [email protected].

Our payment process is conducted by our payment processor Paddle. Paddle provides customer service inquiries and handles returns. All fees are inclusive of all taxes, levies, or duties imposed by taxing authorities. Paddle will collect those taxes on behalf of taxing authority and remit those taxes to taxing authorities. See Paddle’s Terms of Use for details.

Payment Period: Monthly

Invoice Period: Monthly

Key Terms

Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word “Customer” in the Agreement will mean that company.

Provider: RoQR, LLC

Effective Date: The date Customer first accepts this Agreement.

Covered Claims:

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim (1) that the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights; and (2) arising from or relating to Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount: The fees paid or payable by Customer to Provider in the 12-month period immediately before the claim.

Governing Law: The laws of the State of New York.

Chosen Courts: The state or federal courts located in New York, New York.

Notice Address:

For Provider: [email protected]

For Customer: The main email address for Customer’s account

Changes to the Standard Terms

Publicity Rights: Modifying Section 14.7 of the Standard Terms, Provider may identify Customer and use Customer’s logo and trademarks on Provider’s website and in marketing materials to identify Customer as a user of the Cloud Service. Customer hereby grants Provider a non-exclusive, royalty-free license to do so in connection with any Customer-approved marketing, promotion, or advertising of Provider or the Cloud Service during the length of the Agreement.

Agreement Updates: The Standard Terms will never change. However, modifying Section 14.2 of the Standard Terms, Provider may update the Cover Page by posting a new version on Provider’s website. Provider will attempt to inform Customer of the updates through the Product or by email.