Terms and Conditions

Summary

You subscribe to our services for a specific term (annual, half-yearly, quarterly, or monthly), and your subscription expires at the end of term and will be automatically renewed, if recurring purchase option has been kept enabled.

If you have canceled a recurring purchase, your subscription will not be automatically renewed.

You can upgrade or downgrade the level of our services at any time of your usage. In both cases, the previous remaining advance payment (if any and calculated on a pro-rata basis) will be adjusted by increasing the period of the new subscription accordingly.

If you wish for a refund, a decision will be made on a case-to-case basis.

If you stop using our services in between the term, we will refund the fees paid by you for the remaining term.

If your plan expires, we will retain your data for a maximum period of one (1) year. Upon failure to renew your subscription within this period, it is possible that we remove all data from your account.

You can also request to suspend your account and payments for the future for a period of maximum one year. In such a case, we will suspend your account and retain your data for a maximum period of one year.

If you wish to cancel or delete your account, notify us at least 15 days before end of your term (via an email to [email protected] or through product dashboard). Upon cancellation, your data is deleted from our servers.

We may modify the terms at any point of time, but will let you know in advance.

Introduction

1. Background

1.1 Terms of service

This agreement is entered between QRTIGER PTE. LTD. a company registered in Singapore, and the payee or/and the recipient of services hereunder as identified as part of the subscription process for QRTIGER PTE. LTD. Services hereinafter called as “Customer”,

Whereas Customer and QRTIGER PTE. LTD. both hereby agree to the terms & conditions hereinafter mentioned;

Therefore by clicking “I agree”, ordering and/or using QRTIGER PTE. LTD.’ services, Customer agrees to be bound by all of the terms and conditions of this agreement (hereinafter referred to as the agreement):

1.2 Scope of Service

Product’s 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 QRTIGER PTE. LTD..

Product’s data collection and content delivery network.

Support offered by QRTIGER PTE. LTD. primarily via email address [email protected] and other customer support channels.

1.3 Free Trial Account

If you register for a free trial account of the Service, we will make the Service (on a limited basis) available to you free of charge until the start date of your subscription or expiry of the free trial. If we include additional terms and conditions on the free trial account registration web page, those will apply as well. 

In the free trial account (i) the Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Service.

1.4 Lawful use of the services

Customer hereby agrees to use the services of QRTIGER PTE. LTD. only in authorized manner as per terms of services/ package selected. In case it is found that use of services violates the terms of this agreement or any other law, rule or regulation enacted by the concerned authorities from time to time, QRTIGER PTE. LTD. reserves its right to terminate the agreement with immediate effect.

2. QRTIGER PTE. LTD.’s responsibilities, representations, and warranties

2.1 Agreements

In the performance of Services, QRTIGER PTE. LTD. agrees to:

Perform the Services to the best of its ability and with the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

Liaise with Customer through Customer’s coordinator on matters related to the Services;

Notify Customer, whenever practicable, if expenses beyond the agreed charges may be incurred;

Invoice Customer according to the terms of this Agreement and the applicable Service Schedule for the Services performed; and

Proceed according to Customer’s reasonable instructions for the disposition of Customer’s Data and supplies on the termination of any Service Schedule.

2.2 Reasonable Attempts to Correct Errors on Notice

QRTIGER PTE. LTD. warrants that it will at its expense make commercially reasonable attempts to correct any errors for which QRTIGER PTE. LTD. is directly and solely responsible by rerunning the Service, provided that the Data necessary to correct such errors is available to QRTIGER PTE. LTD.; or at QRTIGER PTE. LTD.’s option provide a credit to Customer equivalent to the charge that would have been applicable for correcting that portion of the Service that is in error, such credit will be only for errors due solely to malfunction of a system or Software provided by QRTIGER PTE. LTD. or any error made by QRTIGER PTE. LTD.’ personnel in the performance of the Service. 

To obtain the rerun Service or the credit, Customer must notify QRTIGER PTE. LTD. in writing of such errors within fifteen (15) days of receipt of the Services believed to contain the errors.

Customer’s responsibilities, representations, and warranties

3. Agreements

3.1 Customer Agrees To

Provide all necessary Data and any special forms or other required materials or information to QRTIGER PTE. LTD. on schedule or in a timely fashion to enable QRTIGER PTE. LTD. to provide the Services;

Ensure the accuracy, legibility, and completeness of all Data supplied to QRTIGER PTE. LTD. and be solely responsible for the results obtained from Customer’s use of any of the Services;

Liaise with QRTIGER PTE. LTD. through a coordinator. Customer will identify, on matters related to the Services and authorize that coordinator to make decisions on behalf of Customer in relation to the implementation of this Agreement and the Services and any changes thereto;

Comply with QRTIGER PTE. LTD.’s security and operating procedures (as may be revised or amended by QRTIGER PTE. LTD. from time to time) when Customer’s employees or agents are interfacing with QRTIGER PTE. LTD. installed systems;

Control, and be responsible for the use of, account information, user ids and passwords related to the Services and, when interfacing with QRTIGER PTE. LTD. installed systems;

3.2 Customer Representations and Warranties

Customer represents and warrants to QRTIGER PTE. LTD. that: (a) the information Customer has provided for the purpose of establishing an account with QRTIGER PTE. LTD. is accurate, and (b) Customer has complied with and will continue to comply with all applicable privacy laws and has obtained and will continue to obtain the requisite privacy consents in the collection and use of all information that may be collected on any website or maintained on any server hosted by QRTIGER PTE. LTD..

Customer represents and warrants that the Customer is legally capable to enter into contract and in case Customer is acting on behalf of some business entity, Customer is duly authorized to enter into agreement on behalf of the entity Customer is representing. Customer also represents and warrants that the Customer is not a competitor of QRTIGER PTE. LTD.,

4. Term, termination, and suspension of service

4.1 Initial Term

The initial subscription term shall begin on the effective date of your Subscription and expire at the end of the period selected during the subscription process.

4.2 Termination by Customer

Customer may terminate this Agreement before the end of the Term without liability (except for amounts due for Services provided up to the effective date of the termination) if “QRTIGER PTE. LTD.” (a) fails to provide the Services in accordance with the terms of this Agreement, such failure causes material harm to Customer and “QRTIGER PTE. LTD.” does not cure the failure within ten (10) business days from receipt of notice in writing from Customer describing the failure in reasonable detail; or (b) materially violates any other provision of this Agreement and fails to cure the violation within thirty (30) days of receipt of notice in writing from the Customer describing the violation in reasonable detail.

4.3 Termination by “QRTIGER PTE. LTD.”

“QRTIGER PTE. LTD.” may terminate this Agreement before the end of the Term without liability (a) on seven (7) business days’ notice to Customer if Customer is overdue on the payment of any amount due under this Agreement; (b) if Customer materially violates any other provision of this Agreement and fails to cure the violation within ten (10) days’ notice in writing from “QRTIGER PTE. LTD.” describing the violation in reasonable detail; or (c) immediately on written notice upon Customer becoming insolvent or bankrupt within the meaning of the Bankruptcy and Insolvency Laws.

4.4 Following termination

It is agreed that in case of termination, the fees owed to QRTIGER PTE. LTD. as per this agreement will not be canceled or waived. Customer’s data and account settings shall be irrevocably deleted within thirty (30) days from the date of termination. It shall be Customer’s exclusive responsibility to secure all necessary data from Customer’s account prior to termination.

4.5 Suspension of Service

QRTIGER PTE. LTD. will be entitled to suspend the Service without liability if (a) QRTIGER PTE. LTD., acting reasonably, believes that the Service is being used in violation of this Agreement or any applicable law; (b) Customer is in breach of any material term of this Agreement including, without limitation, failing to pay invoiced amounts in full within thirty (30) days of the Due Date. 

The Customer will not be able to access any files on QRTIGER PTE. LTD.’ servers during a suspension of Service. QRTIGER PTE. LTD. will use commercially reasonable efforts to give the Customer advance notice in writing of a suspension of Service unless a law enforcement or governmental agency directs otherwise or suspension without notice is necessary to protect QRTIGER PTE. LTD. or its other customers. A suspension of Service under this subsection will not be considered a breach by QRTIGER PTE. LTD. of the terms of this Agreement.

4.6 Term of suspension and retention of data

QRTIGER PTE. LTD. shall keep the account of the customer suspended for the reasons stated above for a maximum period of one (1) Year, thereafter the account stands deleted and customers data/information shall be deleted from the database of QRTIGER PTE. LTD.. But on special request and on being assured by the customer about resumption of services, QRTIGER PTE. LTD. may extend the period of suspension and retain the data/information for further specified period of time as agreed.

4.7 Renewal of Term

The paid subscription and this Agreement will automatically renew, if the recurring purchase option has been kept enabled. If you have canceled a recurring purchase, your subscription will not be automatically renewed.

QRTIGER PTE. LTD. stores your payment information via its payments provider to Checkout.

5. Fees, Billing, Taxes, Charges

5.1 Fees

The fees set forth in the order form created at the outset of “Customer’s” account shall be effective for the Initial Term, provided that QRTIGER PTE. LTD. shall have the right to revise these fees at any time upon thirty (30) days written notice to the Customer. In the event that Customer does not agree with such fee revision, Customer shall have the right to terminate this Agreement upon thirty (30) days written notice, provided that such notice of termination must be received within thirty (30) days of date of notice of the fee increase.

5.2 Billing and Payment Arrangements

QRTIGER PTE. LTD. will bill Customers on an annual/quarterly/half yearly/monthly or any other mutually agreed period basis for all recurring fees (refer the link for payment/subscription plans). One‐time fees, including late payment fees, invoice processing fees, and returned check fees may occur at any time. All requests for refunds will be dealt with on a case-to-case basis. Invoices/payments are irrevocably deemed final and accepted by Customer unless disputed or sought clarification within thirty (30) days from the date of issue. Customer shall at all times provide and keep current and up‐to‐date Customer’s contact, credit card, if applicable, and billing information on the administrative control panel.

5.3 Payment by Credit Card/ Wire Transfer/Cheque/PayPal/Stripe

For payment QRTIGER PTE. LTD. shall only provide an electronic invoice to the Customer. Customers may view and print an invoice for the Customer’s account. A request can be made for a PDF version of the invoice by sending an email to [email protected] . If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. QRTIGER PTE. LTD. can allow any other mode of payment on special requests and circumstances of the Customer.

5.4 Taxes

Customer acknowledges that all applicable taxes, duties, or government levies whatsoever are excluded from the fees and expenses charged under this Terms.

6. Specific Laws; Reasonable Allocation of Risks.

6.1 Specific Laws.

Except as expressly stated in these Terms, we make no representations or warranties that your use of the Services is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Services.

6.2 Reasonable Allocation of Risks.

You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.

7. Limited warranty: Limitation of damages

QRTIGER PTE. LTD. provides services “as is”. Customer expressly agrees to the use of QRTIGER PTE. LTD. services are at Customer’s sole risk. QRTIGER PTE. LTD. and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Customers hereby agree that the terms of this agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this agreement.

QRTIGER PTE. LTD. and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors shall not be liable for any direct, indirect, incidental, special, punitive or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the services or from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission, regardless of whether QRTIGER PTE. LTD. has been advised of such damages or their possibility. This specifically includes damages and loss caused to Customers by third-party platforms QRTIGER uses as tools, as further explained in Section 7.1.

Customer agrees that Customer’s sole remedy for any claims regarding the Services is limited to the credits set forth and agreed as per the tariff plan opted by the Customer.

Customer is fully responsible for the content of the information and data passing through QRTIGER PTE. LTD. ‘s network or using the Services and for all activities that Customers conduct with the assistance of the Services.

7.1 Third-party Platforms.

QRTIGER PTE LTD. leverages Third-Party Platforms and tools such as but not limited to integrations, servers, payment processing, and partner platforms to comprehensively scrutinize URLs for spam, phishing, and other harmful threats.

These Third-Party Platforms function independently and are not a part of QRTIGER PTE LTD.

QRTIGER PTE LTD. does not have any affiliation, partnership, endorsement, approval, or sponsorship with or from these Third-Party Platforms. It is the Customer’s responsibility to review, understand, and abide by any terms and conditions set by these third parties. QRTIGER PTE LTD. has no control over these terms and conditions and is not a party to them.

QRTIGER PTE LTD. does not have authority over, and consequently, is not liable for the Third-Party Platforms, including but not limited to their security measures, functionality, operations, availability, interoperability, or the manner in which they use Customer Data. QRTIGER PTE LTD. makes no claims or assurances regarding these Third-Party Platforms and absolves itself of any liability relating to such platforms, even if Customer uses QRTIGER’s API to enable the integration with a Third Party Service. Use of a Third Party Service is subject to the terms of the agreement between Customer and the Third Party Service provider.

As such, QRTIGER PTE LTD. is not accountable for any damage or loss that the Customer may experience as a result of using these third-party platforms.

Customer hereby acknowledges and agrees that QRTIGER PTE is not liable for any damages, loss, or harm they may suffer as a result of their interaction with or dependence on any third-party platforms or services. This includes but is not limited to data loss, service disruption, or any other direct, indirect, incidental, consequential, punitive, special or exemplary damages arising out of or related to your use of such third-party platforms or services. The Customer assumes all risks associated with the use of such third-party platforms and services, and QRTIGER PTE disclaims all responsibility for any resulting loss or damage.

7.2 Third-party platforms and tools.

The parties acknowledge that QRTIGER PTE LTD currently utilizes the following third-party platforms and tools for its business operations:

1. Google Analytics – Provides insights into user behavior, application performance, and other key metrics.
2. DigitalOcean – Utilizes cloud computing services for reliable delivery of QRTIGER services.
3. Mailchimp – Utilized for email marketing purposes.
4. Stripe and Paypal – Payment gateways facilitating secure online transactions, subscription management, and compliance with financial regulations.
5. Helpscout – Utilized for customer support and ticketing purposes.

In addition to the aforementioned third-party platforms and tools, QRTIGER PTE LTD reserves the right to utilize other similar platforms and tools for various business functions, including but not limited to, data analytics, cloud computing services, email marketing, payment processing, and customer support. However, QRTIGER PTE LTD reserves the right to add, remove, or substitute any third-party platforms or tools as necessary, without prior notice, to optimize business operations and meet evolving needs.

7.3 Third-party Interactions.

QRTIGER PTE LTD Services may contain links to third-party provided websites, applications, resources and advertisements (“Third Party Provision”). Customer understands and agrees that Third Party Provision is not under the control of QRTIGER and that any access to Third Party Provision by Customer and/or Permitted Users shall be entirely at Customer’s risk and subject to any Third Party Provision terms of use associated with same. Customer further agrees that Third Party Provision is outside of the scope of this Agreement and that QRTIGER shall have no responsibility or liability to Customer and/or Permitted User for: (i) the availability or accuracy of Third Party Provision; and/or (ii) the content, products, or services available from such Third Party Provision.

8. Software and Intellectual Property rights

8.1 Ownership of Intellectual Property Rights

All Intellectual Property Rights, including any Software, owned by a party, its licensors or subcontractors as at the effective date of this Agreement shall continue to be owned by such party, its licensors or subcontractors and, except as expressly provided in this Agreement, the other party shall not acquire any right, title or interest in or to such Intellectual Property Rights. 

QRTIGER PTE. LTD. shall own all right, title and interest in and to any materials created or developed by QRTIGER PTE. LTD. or its subcontractors for its internal use or for assisting Customer in the provision of the Services and Customer shall own all right, title and interest in and to any Intellectual Property Rights resulting or based on any work product created or developed exclusively for Customer under this Agreement if fully paid for by Customer.

8.2 Trademarks

The corporate identity, inclusive of the name QR TIGER, QR TIGER PTE LTD., and the associated logos and artwork, as well as other product and service names, designs, and slogans present on our sites, are trademarked assets of QR Tiger or its affiliates or licensors. Unauthorized use of such trademarks is strictly prohibited without obtaining prior written consent from QR Tiger. Any other names, logos, product and service names, designs, and slogans found on the sites belong to their respective trademark owners.

8.3 Right to use logo

The Customer hereby grants QRTIGER PTE. LTD. the privilege to feature their organization’s logo in the esteemed customer list of QRTIGER PTE. LTD. and on various segments of its website, including but not limited to www.qrcode-tiger.com, promotional materials, social media pages, and other marketing platforms to amplify its brand visibility. Should the customer decide to revoke this consent at any point, they are encouraged to reach out to our dedicated customer support team at www.qrcode-tiger.com/contact.

8.4 License of Customer Software and Intellectual Property

The Customer hereby bestows upon QRTIGER PTE. LTD., exclusively for the provision of its Services, a license for the duration of the Term to utilize any Intellectual Property Rights, inclusive of any Software, that the Customer either owns or holds a license to from third parties, provided that such is essential for the delivery of the Services and the fulfilment of QRTIGER PTE. LTD.’s obligations under this Agreement.

In relation to any Intellectual Property Rights and Software utilized by QRTIGER PTE. LTD. to deliver the Services, the Customer hereby assures and guarantees that: (a) The Customer is either the legitimate owner of such Intellectual Property Rights or Software, or has been granted authorization by the said owner to incorporate it under this Agreement; and (b) QRTIGER PTE. LTD. is entitled, for the duration of the Term, to utilize such Intellectual Property Rights and Software for the intention of delivering the Services to the Customer, as envisioned in this Agreement.

8.5 No Assurance of Compatibility

Customer acknowledges that QRTIGER PTE. LTD. makes no representation, warranty, or assurance that the Customer’s equipment and Software will be compatible with QRTIGER PTE. LTD.’s equipment, Software, and systems or the Services.

9. Indemnification

9.1 Customer’s Obligation to Indemnify and Defend

Customer agrees to defend, indemnify, and hold harmless the Company, its affiliates, subsidiaries, and its and their respective licensors, licensees, service providers, officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use and/or your use of any of our Sites, including your use of any of our Sites’ content, services, or products other than as expressly authorized in these Terms of Use, your use of any information obtained from any of our Sites and your use of any third-party websites linked from any of our Sites. Company reserves the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.

9.2 Protection of Customer From Third Party Claims. 

Subject to the terms set forth in this Section 9, at its expense, QRTIGER will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (defined below) brought against them, and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that’s awarded to a third party under any QRTIGER-approved settlement of any such Customer Claim. A “Customer Claim” means a third party claim, suit, or proceeding (which, for purposes of Section 9 of this Agreement, a “third party” is a party that is not a party to this Agreement or Order/Subscription Form (or such party’s Affiliate)) alleging that the Services, when used as intended, infringe or misappropriate the intellectual property rights of a third party. If any portion of the Services is subject to a Customer Claim that prohibits or impairs Customer’s use of the Services, QRTIGER will, at its own cost and discretion, either procure for Customer the right to continue the Services or modify the Services so that they are non-infringing but retain materially equivalent functionality. If neither of the foregoing options are available on terms that are commercially reasonable for QRTIGER, then QRTIGER may terminate Customer’s right to access and use such portion of the Services subject to the Customer Claim.

 9.3 Protection of QRTIGER From Third Party Claims. 

Subject to the terms set forth in this Section 9, at its expense, Customer will defend QRTIGER and its personnel, successors, and assigns from and against any QRTIGER Claim (defined below) brought against them, and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such QRTIGER Claim or that’s awarded to a third party under any Customer-approved settlement of any such QRTIGER Claim. A “QRTIGER Claim” means a third party claim, suit, or proceeding alleging that the Customer Content, when processed or used as allowed under this Agreement, violates, misuse, infringes, or misappropriates the intellectual property, propriety, privacy, or other rights of a third party.

 9.4 Tendering Claims

A party seeking indemnification hereunder (“Indemnitee”) must promptly notify in writing the other party (“Indemnitor”) of any claim for which defense and indemnification is sought per this Section 9. Each party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that: (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defense that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other party. Indemnitor has the sole right to control the defense of any claim for which it is providing indemnification hereunder with its choice of counsel, and such control extends to all negotiations relating to the settlement of any such claim (except that Indemnitor may not make any admissions on Indemnitee’s behalf or settle the claim unless the settlement unconditionally releases Indemnitee of all liability). Indemnitee understands that Indemnitor’s obligations under this Section 9 will be limited to the extent a court of final jurisdiction finds that Indemnitee contributed to the claim. Indemnitee may, at its own cost and expense and election, participate in the defense of any such claim. To the extent covered under this Section 9, indemnification is each party’s sole and exclusive remedy under this Agreement for any third-party claims.

10. Mutual Limitations on Liability

10.1 Aggregate Liability and Exclusion of Certain Types of Damages.

(a) TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW AND SUBJECT TO SECTION 10.2  BELOW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS SUPPLIERS AND LICENSORS RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT OR ANY OTHER CLAIM, SHALL BE LIMITED TO THE ACTUAL AND PROVEN DIRECT DAMAGES INCURRED, UP TO THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER AND ALL ORDER FORMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.

(b) TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW AND SUBJECT TO SECTION 10.2 BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY.

10.2 Exceptions and Interpretation.

(a) Notwithstanding anything to the contrary in this Agreement and to the maximum extent allowed under applicable law, Section 10.1 above will not apply to: (i) the amounts incurred by a party when acting as an Indemnitor under Section 9 above; (ii) Customer’s obligation to pay all Fees due under this Agreement and all Purchase Order Forms; or (iii) actual and proven damages incurred by a party arising from the other party’s intentional misconduct, fraud, or gross negligence. Notwithstanding anything to the contrary in this Agreement and to the maximum extent allowed under applicable law, a party’s aggregate liability to the other arising out of claims pursuant to: (A) its breach of its confidentiality obligations as a Receiving Party set forth in Section 11 below, will be limited to actual and proven damages in an amount not to exceed the amount paid or payable by Customer to QRTIGER under this Agreement during the 12-month period immediately preceding the incident giving rise to the claim; and (B) a breach of its obligations under the DPA will be in accordance with limitation of liability terms set forth in the DPA.

(b) The parties agree that: (i) for purposes of this Agreement and the DPA, a breach of confidentiality claim described in Section 10.2(a)(A) is distinct and separate from a breach of DPA claim described in Section 10.2(a)(B); (ii) the limitations in Sections 9.1(a) and 10.1(b) above are independent of each other; and (iii) the limitation of damages set forth in Section 10.1(a) shall survive any failure of essential purpose of the limited remedy in Section 10.1(b). The parties agree that they have entered into this Agreement in reliance on the terms of this Section 10 and these terms form an essential basis of the bargain between the parties.

11. Mutual Confidentiality Obligations

11.1 Meaning of Confidential Information. 

Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical, and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the disclosing party (together, “Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Service performance information, pricing terms, and documentation shall be deemed Confidential Information of QRTIGER. Customer Content shall be deemed Customer’s Confidential Information.

11.2 Standard of Care.

QRTIGER PTE. LTD. will not use any of Customer’s Confidential Information except in connection with the performance of the Services or the exercise of its rights under this Agreement and will take all reasonable precautions to maintain the confidentiality of Customers Confidential Information and to prevent the unauthorized disclosure to others of the Confidential Information. QRTIGER PTE. LTD. shall implement industry-standard security procedures, such as appropriate firewall, encryption, and access security measures but shall not be liable for damages caused to Customer by inadvertent breaches of confidentiality.

QRTIGER PTE. LTD. shall only disclose the Confidential Information to those of its employees and permitted agents and subcontractors who have a need to know and require access to the Confidential Information as may be reasonably necessary for the exercise of QRTIGER PTE. LTD.’s rights and performance of the Services under this Agreement. Notwithstanding anything to the contrary in this Agreement, QRTIGER PTE. LTD. will not be required to keep confidential and may use or license, without restriction, any ideas, concepts, know-how, or techniques related to information processing that are developed by QRTIGER PTE. LTD. in the performance of Services.

Notwithstanding the foregoing, QRTIGER PTE. LTD. shall be permitted to: (i) monitor Customer’s use of the Services; (ii) report to the appropriate authorities any conduct by Customer (or Customer’s customers or end users) that QRTIGER PTE. LTD. reasonably believes violates any applicable law, (iii) provide any information, including Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from a law enforcement or government agency; and (iv) disclose that QRTIGER PTE. LTD. is providing the Services to Customer and may include Customer’s name in promotional materials, including press releases and on QRTIGER PTE. LTD.’s website.

12. Governing Law

This Agreement shall be governed by, solely and exclusively, and construed in accordance with the laws of Singapore, , without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary. Customers agree, in the event any claim, disputes, actions, or suit is brought in connection with this Agreement, a Purchase Order/Subscription Form, DPA, any QRTIGER Technology, or the Services, and other related Agreements it shall be brought to the exclusive jurisdiction and venue of the arbitration centers and courts of Singapore. In any action to enforce this Agreement, including, without limitation, any action by QRTIGER PTE. LTD. for the recovery of fees due hereunder, Customer shall pay reasonable attorney’s fees and costs in connection with such action.

13. Dispute Resolution and Agreement to Arbitrate on an Individual Basis

13.1 Initial Dispute Resolution

Company wants to address your concerns without needing a formal legal case.  Before filing a claim against QRTIGER PTE, you agree to try to resolve the Dispute informally by contacting [email protected].  Similarly, QRTIGER PTE LTD will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any claim we may possess informally before taking any formal action. If a Dispute is not resolved within Thirty (30) Business days after the email noting the Dispute is sent, you or QRTIGER PTE LTD may initiate an arbitration proceeding as described below.  Please note that your failure to engage in this process could result in the award of fees against you in arbitration.  

13.2 Disputes not subject to arbitration

For any dispute not subject to arbitration (and excluding any action brought in small claims court), or any action to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the arbitrator’s award, you and QRTIGER PTE LTD agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Singapore.

You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

13.3 Arbitration Agreement

If the parties do not reach an agreed upon solution within a period of Thirty (30) Business days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.

All Commercial Disputes and Consumer Disputes claims arising out of or relating to these Terms shall be finally settled by binding arbitration administered by Singapore International Arbitration Centre (SIAC)  in accordance with the relevant Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with SIAC excluding any rules or procedures governing or permitting class or representative actions. In addition, (i) for Commercial Disputes, the provisions of the SIAC Fees and Costs in effect at the time any demand for arbitration is filed with SIAC  also apply; and (ii) for Consumer Disputes, the provisions of the SIAC Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with SIAC also apply. If SIAC  is not available to arbitrate, the parties will select an alternative arbitration provider.

Except as set forth in subsection 13.2 above, the Singapore International Arbitration Centre (“SIAC”), and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or in connection with this Terms of Use, including any question regarding its existence, validity or termination, including but not limited to any claim that all or any part of these Terms of Use are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of SIAC administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment), in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. 

The seat of the arbitration shall be Singapore. The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English . The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

The parties understand that, absent this mandatory provision, they would have the right to sue in court. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

13.3.1 Additional Information About Arbitration Rules

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to these Terms of Use. The arbitrator and/or SIAC may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper under the applicable rules.

You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

The Parties agree that SIAC has discretion to modify the amount or timing of any administrative or arbitration fees due under SIAC’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by SIAC does not constitute a default, waiver, or breach of this “Dispute Resolution, Governing Laws and Agreement to Arbitrate on an Individual Basis” Section while such challenge remains pending before SIAC, the arbitrator, and/or a court of competent jurisdiction.

For any arbitration conducted in Singapore, You and QRTIGER agree to submit to the personal jurisdiction of any federal or state court in Singapore in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by Singapore or certified mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

Except as set forth in the “Class Action Waiver” section below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

13.3.2 Arbitration Award

The arbitrator will render an award within the time frame specified in the applicable SIAC rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the “Dispute Resolution and Agreement to Arbitrate on an Individual Basis” section, and also must be consistent with the terms of the “Limitation of Liability” section of these Terms of Use as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

13.4 Class Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND QRTIGER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF QRTIGER PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that applicable law precludes enforcement of this Section’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

14. General Provisions

14.1 Notices. 

Either party may give notice to the other party by means of electronic mail or by written communication sent by first class mail or pre-paid post, either of which shall constitute written notice under this Agreement. Customer must give notice to QRTIGER in writing via email at [email protected] addressed to the Legal Department. QRTIGER PTE LTD will provide notice to Customer at the email provided by Customer or to the mailing address designated on the most current Purchase Order/Subscription Form (or the then-current mailing address provided by Customer).

14.2 Severability 

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

14.3 Waiver

No waiver by QRTIGER PTE. LTD. of any breach by Customer of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.

14.4 Assignment

Customers may not assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of QRTIGER PTE. LTD.. QRTIGER PTE. LTD. may assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part: (i) to an affiliate of QRTIGER PTE. LTD., (ii) in connection with a merger, amalgamation or sale of all or a substantial part of the business of QRTIGER PTE. LTD., or (iii) for financing, securitization or other similar purposes, which assignments and/or transfers shall operate novation and discharge QRTIGER PTE. LTD. hereunder. A change of control of Customer shall be deemed to be an assignment and transfer hereunder and shall be governed by the requirements of this provision.

The terms and conditions along with privacy policies with all references, constitute the sole and entire agreement of the parties to this agreement with respect to the subject matter contained herein, and supersedes all prior terms and conditions which were agreed by the Customer.

14.5 Modifications.

Occasionally, we may make changes to these Terms for valid reasons, such as adding new functions or features to the Services, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Services or by sending Customer an email. Your continued use of the Services after the changes have been implemented will constitute your acceptance of the changes.

14.6 Force Majeure.

Neither We nor You will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

14.7 Miscellaneous.

The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. Except as otherwise provided in this Agreement, there are no third-party beneficiaries under this Agreement. Any claims brought against QRTIGER may only be brought by the Customer entity that executed the relevant Subscription/Purchase Order Form. No joint venture, partnership, employment, agency, or exclusive relationship exists between the parties as a result of this Agreement or use of the Services. Customer agrees that its purchase of the Services under this Agreement is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by QRTIGER regarding future functionality or features. Each party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) Customer will not permit any Authorized Users to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction. Customer agrees not to export, re-export, or transfer any part of the Services in violation of export laws and regulations.

14.8 Entire Agreement.

This Agreement, together with all Subscription/Purchase Order Forms, and terms referenced herein (e.g., DPA), and any related Agreements comprises the entire agreement between Customer and QRTIGER and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Get in touch with us

If you have any questions about this Terms and Conditions including any requests to exercise your legal rights, please contact us via email at [email protected]