GENERAL TERMS AND CONDITIONS OF USE

THESE TERMS AND CONDITIONS GOVERN THE USE OF ez-QR.com™ AND ALL RELATED RIGHTS OF USE. READ THESE TERMS AND CONDITIONS CAREFULLY.

1. Right of Use.

1.1. General. Subject to Client’s acceptance of, and compliance with, the terms of this Agreement, including terms of payment as may be set forth by Envidient from time to time, Client is hereby granted a limited, non-exclusive, non-transferable, non-sublicensable right and license for use of ez-QR.com™, Envidient's proprietary 2D barcode media management system (pat. pend.), and Envidient’s intellectual and proprietary property rights related thereto, strictly in accordance with the terms and conditions of this Agreement. All rights are subject to such other limitations and restrictions as may be imposed upon Envidient from time to time by Envidient service providers.

1.2. Reservation of Rights. Envidient expressly reserves, and excludes from the limited license granted herein, the right to modify, republish and create derivative works from ez-QR.com™ as well as the right to modify, deprecate, republish, replace or discontinue APIs, functions or features from ez-QR.com™, from time to time, in its sole discretion.

1.3. Nonexclusive Rights. The rights granted by Envidient in this Agreement are nonexclusive, and Envidient reserves the right to grant use of its product and services to other clients, and to offer products or services, which compete with Client.

2. Limitations on Use.

2.1. Client Responsibility For Content. Client is responsible for all content created by Client and for ensuring it complies with all laws, rules and regulations which may pertain to said content, including, but not limited to, copyright and intellectual property rights laws such as the Digital Millennium Copyright Act and Video Privacy Protection Act. In addition, Client is responsible for ensuring all content created by it complies with the Terms and Conditions of this Agreement.

2.2. Prohibited Content. Envidient reserves the right to limit or restrict content.

2.2.1. The following content is prohibited:

2.2.1.1. Adult content and content containing nudity, sexual terms, pornography, or content in violation of community standards.
2.2.1.2. False, misleading, fraudulent, or deceptive content.
2.2.1.3. Hate speech of any type (speech which attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and sexual orientation/gender identity) or content that incites violence.
2.2.1.4. Offensive, profane, vulgar, obscene or inappropriate language.
2.2.1.5. Libelous or slanderous content.
2.2.1.6. Unlawful content.

2.3. Right to Remove or Restrict Access to Content. Envidient reserves the right to remove or restrict access to content if Envidient believes in its sole discretion that the content violates the terms of this Agreement.

2.4. Envidient Use of Client Content. Client content shall remain the property of Client and Envidient shall not use, sell, or transfer Client content other than as reasonably necessary to provide Client the services contracted for herein.

3. Right to Monitor and Analyze Content and Data.

Envidient can monitor and analyze Client’s content and data for any purpose to ensure Client’s use complies with the terms of this Agreement and for purposes of assessing system performance and usage.

4. Interruption of Service.

Access to and use of ez-QR.com™ or the content created by Client may be suspended during any unanticipated or unscheduled downtime for any reason, including power outages, system failures or other interruptions. Envidient shall also be entitled, without any liability to Client, to suspend access to ez-QR.com™ or any portion or all of content created by Client at any time to conduct maintenance or make modifications, or for any other reason that Envidient, in its sole discretion determines is necessary or prudent (collectively, “Service Suspensions”). Envidient shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Client may incur as a result of any Service Suspension. To the extent Envidient is able, Envidient will endeavor to provide Client notice of any Service Suspension in accordance with the notice provisions set forth in Section 13 below and to post updates on the Envidient Websites regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

5. Security.

While Envidient desires to keep Client’s content secure, it cannot guarantee it will be successful in all instances; therefore Envidient will have no liability for any unauthorized access or use, corruption, deletion, destruction or loss of any of Client’s content.

6. Confidential Information.

6.1. Use and Disclosure. “Confidential Information” means such non-public information of Envidient or its business partners or its or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential; and includes, but is not limited to, business plans, financial information, current or new product, service or capability information, practices, methodologies and processes; Confidential Information does not include any information required to be disclosed by law. Client shall not disclose Envidient Confidential Information during the Term or at any time during the three (3) year period following the end of the Term. As used in this Agreement.

6.2. Excluded Information. Notwithstanding any other provision in this Agreement, Client shall not have any confidentiality obligation with respect to information provided or made available hereunder, and Envidient shall not have any confidentiality or non-use obligation to Client hereunder with respect to any information, software application, data or content provided or made available by Client hereunder that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the receiving party.

7. Intellectual Property.

7.1. Envidient Reservation of Rights. Envidient reserves all right, title and interest (including all intellectual property and proprietary rights) in and to ez-QR.com™ and any other technology and software that Envidient provides or uses to provide the services to Client, other than the limited use and access rights and licenses expressly set forth in this Agreement.

7.2. Improvements. Client agrees that if any improvements are suggested by Client to Envidient for improvement to ez-QR.com™ or related services, all right, title, and interest in and to the same shall be automatically owned by Envidient by operation of law, and Envidient shall be entitled to exclusively own and use the improvements without restriction. Client hereby confirms its irrevocable assignment of all right, title and interest in and to any such improvements to Envidient and agrees to provide Envidient such assistance as we may require to document, perfect, and maintain all rights to the improvements.

7.3. Non-Assertion. During and after the term of the Agreement, with respect to ez-QR.com ™ or any related services, Client will not assert, nor authorize, assist, or encourage any third party to assert, against Envidient or its customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of Envidient), licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to ez-QR.com™ or related services.

8. Client Representations and Warranties.

8.1. Client Use of ez-QR.com™ and Related Services. Client represents and warrants it will not use ez-QR.com™ and related services: (i) in a manner that infringes, violates or misappropriates any rights of Envidient or any third party; (ii) in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including, without limitation, data that is subject to export laws; and/or (iii) in a way that is otherwise illegal or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.

8.2. Client Content. Client represents and warrants: (i) that Client is solely responsible for the development, operation, and maintenance of its content; (ii) that Client has the necessary rights and licenses, consents, permissions, age verifications, waivers and releases to use, display, distribute and otherwise exploit its content; (iii) that Client’s content (a) does not violate, misappropriate or infringe any rights of Envidient or any third party, (b) does not constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party, or (c) is not designed for use in any illegal activity or to promote illegal activities, including, without limitation, use in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; and (iv) that Client content does not contain any unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.

8.3. Client Authorization and Account Information. Client represents and warrants that: (i) the information Client provides in connection with Client’s registration for the services is accurate and complete; (ii) if Client is registering for the services as an individual, that Client is at least 18 years of age and has the legal capacity to enter into this Agreement; and (iii) if Client is registering for the services as an entity or organization, (a) the Client is duly authorized to do business in the country or countries and state(s) or province(s) where you operate, (b) the individual clicking “Accept” on this Agreement and completing the registration for the services meets the requirements of subsection (ii) above and is an authorized representative of Client’s entity, and (c) Client’s employees, officers, representatives and other agents accessing the services are duly authorized to access the services and to legally bind Client to this Agreement and all transactions conducted under Client’s account.

9. Envidient Disclaimers and Limitations of Liability.

9.1. Disclaimers. ALL ENVIDIENT TECHNOLOGY AND SERVICES INCLUDING, BUT NOT LIMITED TO ez-QR.com™ IS PROVIDED “AS IS”. ENVIDIENT AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. ENVIDIENT AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, EXCEPT TO THE EXTENT SUCH DISCLAIMER IS PROHIBITED BY APPLICABLE LAW. ENVIDIENT AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA CLIENT STORES WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. ENVIDIENT AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY CLIENT FROM ENVIDIENT OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9.2. Additional Disclaimers. In addition to the foregoing, Envidient specifically disclaims all liability, for Client’s use of ez-QR.com™ and any content created by Client and Client agrees it is solely responsible for:

9.2.1. the accuracy and appropriateness of its content;
9.2.2. ensuring that any materials posted on Client’s site are not illegal and do not promote illegal activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age;

9.3. Envidient Not Responsible for Third Party Services. In addition to the foregoing, Envidient is not responsible for the contents or functionality of any third party services utilized in connection with ez-QR.com™ or related services.

9.4. Envidient Limitation of Liability. NEITHER ENVIDIENT NOR ANY OF ITS LICENSORS SHALL BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT CONTENT. IN ANY CASE, ENVIDIENT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO ENVIDIENT HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CLIENT, AND CLIENT MAY HAVE ADDITIONAL RIGHTS.

10. Client Indemnification of Envidient.

10.1. General. Client agrees to indemnify, defend and hold Envidient, Envidient’s affiliates and licensors, each of Envidient and its business partners (including third party sellers on websites operated by or on behalf of us) and each of Envidient’s and its business partner’s respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of (i) Client’s use of ez-QR.com™ and related software or services in a manner not authorized by this Agreement and/or in a manner alleged to be in violation of applicable law, (ii) Client’s content, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of Client content, (iii) Client’s violation of any term or condition of this Agreement, including without limitation, the representations and warranties, or (iv) Client’s or Client’s employees’ or personnel’s negligence or willful misconduct.

10.2. Notification. At Envidient’s option, Client will have the right to defend against any such claim with counsel of Client’s own choosing (subject to our written consent) and at Client’s cost, and to settle such claim as Client deems appropriate, provided that Client shall not enter into any settlement without Envidient’s prior written consent and provided that Envidient may, at any time, elect to take over control of the defense and settlement of the claim at Envidient’s cost.

11. Import and Export Compliance.

Import and Export Compliance and Restrictions. Client shall, in connection with the use of ez-QR.com™ and related services, comply with all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control.

12. Termination.

12.1. Termination by Client. Client may terminate this Agreement for any reason or no reason at all, by (i) providing thirty (30) days notice of termination and (ii) closing the Client account in accordance with Envidient’s account closing mechanism.

12.2. Termination or Suspension by Envidient. Envidient may suspend or terminate this Agreement for any reason or for no reason, in its sole discretion at any time, immediately upon notice to you in accordance with the notice provisions set forth herein.

12.3. Notice of Termination or Suspension by Envidient.

12.3.1. Client shall have fifteen (15) days following Envidient’s provision of notice to cure any payment obligation default or correct any payment mechanism problem if Client is in default of any payment obligation or if any payment mechanism Client has provided is invalid or charges are refused for such payment mechanism.

12.3.2. Client shall have five (5) days following Envidient’s notice to cure any other breach of this Agreement.

12.3.3. Notwithstanding the foregoing, Envidient reserves the right to immediately suspend service to Client if Envidient determines, in its sole discretion, it is reasonable and prudent to do so under the circumstances.

12.4. Effect of Termination or Suspension. In the event of a suspension or termination of service, Client remains liable for all fees, charges and other obligations incurred hereunder.

12.5. Survival. In the event this Agreement is terminated for any reason, Sections 6, 7, 8, 9, 10 and 13.3 will survive any such termination.

12.6. Data Preservation in the Event of Suspension or Termination.

12.6.1. Suspension. In the event of a suspension Envidient will not undertake to intentionally erase or delete any Client data.

12.6.2. Termination. In the event of a termination, Envidient shall have no obligation to continue to store Client’s data and Envidient expressly reserves the right to delete all Client data, which may be stored by Envidient.

13. Miscellaneous.

13.1. Modifications to this Agreement. Client agrees that Envidient may modify this Agreement at any time by posting a revised version of the Agreement on the Envidient Website. The revised terms shall be effective immediately for (i) any services which are being added, (ii) any general terms of use, (iii) any other general terms and conditions, (iv) or any free service. For any revisions pertaining to existing paid services, the revised terms will become effective fifteen (15) days after the posting of the new terms. By continuing to use or receive the Envidient services after the effective date of any revisions to this Agreement, Client agrees to be bound by the revised Agreement. It is Client’s responsibility to check the Envidient Website pages regularly for changes to this Agreement, as applicable.

13.2. Notice. All notices to Client shall be deemed delivered if emailed to the last known email address provided by Client. All notices to Envidient shall be deemed delivered if emailed to: notice@envidient.com

13.3. Disputes. This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. The Parties agree that the state and federal courts sitting in the State of Maryland shall be the exclusive fora for the adjudication of any and all proceedings relating to the subject matter, and each Party hereby irrevocably consents to the personal jurisdiction and venue of such courts and waives any and all objections thereto that it now has or may have in the future. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement. Client further acknowledges that Envidient’s rights in ez-QR.com™ are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages. Notwithstanding anything to the contrary, Envidient may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Envidient’s or any third party’s intellectual property and/or proprietary rights.

13.4. Third Party Activities. If Client authorizes, assists, encourages or facilitates another person or entity to take any action related to the subject matter of this Agreement, Client shall be deemed to have taken the action.

13.5. Severability. If any term or provision of this Agreement shall for any reason be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect the validity of any remaining portion which shall remain in full force and effect as if the invalid portion was never a part of this Agreement when it was executed and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

13.6. Waivers. The failure by Envidient to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect Envidient’s right to enforce such provision thereafter. All waivers by Envidient must be in writing to be effective.

13.7. Successors and Assigns. This Agreement is freely transferable and assignable by Envidient and will be binding upon Client, and inure to the benefit of the Envidient’s respective successors and assigns. This Agreement may not be assigned or transferred by Client.

13.8. Entire Agreement. This Agreement is the complete statement of the terms and conditions that apply to the subject matter hereof and supersedes all prior or contemporaneous collateral, written and oral, discussions, writings and other communications with regard to its subject matter.

13.9. Publicity. Client gives Envidient the right to make such public announcements of this Agreement as Envidient in its sole discretion, determines to make.

13.10. Relationship. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between Envidient and Client.

CLIENT ACKNOWLEDGES IT HAS READ THE FOREGOING AND AGREES TO, AND ACCEPTS, THE TERMS AND CONDITIONS OF USE SET FORTH HEREIN.