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Code_IT Terms & Conditions

Welcome to Code_IT Barcodes. The following terms and conditions (the “TOS”) describe the terms on which Code_IT, LLC (“us”, “we”, “our”, “Code_IT”, or “Code_IT Barcodes”) offers you our services.

1. ACCEPTANCE OF TERMS. Our services are conditioned on your agreement to all of the terms and conditions contained in the TOS, including your compliance with any posted policies, guidelines or rules (the “Policies”) applicable to our services which may be posted and updated from time to time, such as our Privacy Policy.

The most up-to-date version of the TOS will be made available at . We may modify or revise the TOS at our discretion at any time, and you agree to be bound by such modifications or revisions. If you do not agree to the TOS or any other applicable Policies posted by us, you may not use our services. By actually using our services, you agree that Code_IT will treat your use of the services as acceptance of the TOS and other applicable Policies.

2. THE SERVICES. “CODE_IT” is a web creation and optional hosting service (the “Service”), which mobilizes web contents by taking assets normally viewed on a computer screen and adapts them for view by mobile devices such as mobile phones and /or PDAs, and storing the adapted content onto servers owned or controlled by Code_IT. During this process, CODE_IT converts the assets (images, links, videos, etc) provided by you into another form using Code_IT’s software. In order to ensure the quality of the web page displayed on mobile devices, CODE_IT may alter images, text formatting and/or certain aspects of the web page functionality. You also understand and agree that the Service may include certain communications from us, such as service announcements, administrative messages and newsletters, and that these communications are considered part of your membership with CODE_IT and you will not be able to opt out of receiving them.

Unless explicitly stated otherwise, any new features that augments or enhances the current Service, including any new releases or versions of CODE_IT, shall be subject to the TOS.

You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. YOUR REGISTRATION OBLIGATIONS. In consideration of your use of the Service, you represent that, if you are an individual, you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States, Canada, or any other applicable jurisdiction, and if you are an entity, you are a corporation, limited liability company, partnership, or other legal entity duly formed and in good standing, as applicable, and possesses all legal authority and power to accept and be bound by these Terms. You also agree to:

Provide true, accurate, current and complete information about yourself and the website that you wish to subject to the Services (the “Registration Data”) and

Maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

Notwithstanding the above, a parent or legal guardian of a minor may obtain an account on the minor’s behalf, and by doing so, consents to such minor’s use of the Services. Subscribing parents and legal guardians each for herself or himself, as applicable, accept and agree to be legally bound by this TOS, and assume full responsibility and liability associated with any failure of compliance herewith in connection with said minor’s use of any of the Services.

Code_IT is concerned about the safety and privacy of all its users, particularly children. Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Services and/or Content (as defined in Section 6 below) are appropriate.

4. PRIVACY POLICY. Registration Data and certain other information about you are subject to our Privacy Policy. You understand that by your use of the Service, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to Canada, the United States and/or other countries for storage, processing and use by Code_IT and its affiliates.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY. You will receive a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

6. MEMBER CONDUCT. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not us, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Service. We do not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, pornographic, indecent or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service.

Your use of the Service is subject to our Content and Acceptable Use Policy.

You acknowledge that Code_IT may or may not pre-screen Content, but that we and our designees shall have the right (but not the obligation) in our sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by or submitted to us.

We may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:

comply with legal process or enforceable government request;

enforce the TOS, including investigation for potential violations thereof;

respond to claims that any Content violates the rights of third parties;

respond to your requests for customer service; or

protect against imminent harm to the rights, property or safety of Code_IT, CODE_IT, LLC., its users and the public as required or permitted by law.

You understand that the technical processing and transmission of the Service, including your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by us and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

7. INTERNATIONAL DATA TRANSMISSIONS BY NATURE. When you register with CODE_IT, you acknowledge that in using CODE_IT services to send electronic communications (including but not limited to uploading text, photos and/or files and other Internet activities), you will be causing communications to be sent through our computer networks, portions of which are located in different areas of Canada, United States and other locations abroad. As a result, and also as a result of our network architecture and business practices and the nature of electronic communications, can result in the transmission of international/interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Service, you acknowledge that use of the service results in international data transmissions.

8. SPECIAL ADMONITIONS FOR INTERNATIONAL USE. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

9. CONTENT SUBMITTED TO BE SUBJECT TO THE SERVICE. We do not claim ownership of Content you submit to be subject to the Service, or to the Content produced as a result of applying the Service. However, with respect to these Contents submitted by you and produced as a result of applying the Service, you grant Code_IT a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on Code_IT’s server solely for the purposes of providing the CODE_IT Service to which such Content was submitted. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you or we remove such Content from the Service.

10. CONTRIBUTIONS TO THE SERVICE. By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Code_IT through the Services, our forum, or contact forums, you acknowledge and agree that:

your Contributions do not contain confidential or proprietary information;

we are not under any obligation of confidentiality, express or implied, with respect to the Contributions;

we shall be entitled to use or disclose such Contributions for any purpose, in any way, in any media worldwide;

we may have something similar to the Contributions already under consideration or in development;

your Contributions automatically become the property of Code_IT without any obligation to you; and

you are not entitled to any compensation or reimbursement of any kind for the Contributions, from us or other users of the Services under any circumstances.

11. INDEMNITY. You agree to indemnify and hold Code_IT and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS including any other applicable policies, or your violation of any rights of another.

12. NO RESALE OF SERVICE. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your user ID), use of the Service, or access to the Service.

13. GENERAL PRACTICES REGARDING USE AND STORAGE. You acknowledge that Code_IT may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that idle hosting accounts or other uploaded Content will be retained by the Service, the maximum disk space that will be allotted on CODE_IT’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that CODE_IT has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that CODE_IT reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that CODE_IT reserves the right to modify these general practices and limits from time to time.

14. MODIFICATIONS TO OR DISCONTINUANCE OF SERVICE. The Service (or any part thereof) may, at any time and from time to time, be modified or discontinued, temporarily or permanently, with or without notice. You agree that Code_IT shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

15. TERMINATIONS. You agree that, under certain circumstances and without prior notice, your CODE_IT account and access to the Service may be immediately terminated by us. Cause for such termination shall include, but not be limited to,

Breaches or violations of the TOS or other incorporated agreements or guidelines,

Requests by law enforcement or other government agencies,

A request by you (self-initiated account deletions),

Discontinuance or material modification to the Service (or any part thereof),

Unexpected technical or security issues or problems,

Extended periods of inactivity,

Engagement by you in fraudulent or illegal activities, and/or

Nonpayment of any fees owed by you in connection with the Services.

Termination of your CODE_IT account includes

Removal of access to all offerings within the Service, including but not limited to hosting accounts, databases;

Deletion of your password and all related information, files and content associated with or inside your account (or any part thereof); and

Barring of further use of the Service.

Further, you agree that all terminations for cause shall be made in our sole discretion and that Code_IT shall not be liable to you or any third party for any termination of your account or access to the Service.

16. DEALING WITH ADVERTISERS. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

17. LINKS. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

18. CODE_IT’S PROPRIETARY RIGHTS. You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Your use of Service does not give you any rights or ownership interests in Code_IT’s intellectual property or technology. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.








22. NO THIRD PARTY BENEFICIARIES. You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

23. NOTICE. We may provide you with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service.

24. TRADEMARK INFORMATION. Code_IT, CODE_IT, logos of Code_IT and CODE_IT, trademarks and service marks and other Code_IT logos and product and service names are trademarks of Code_IT.

25. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that you claim has been infringed;

a description of where the material that you claim is infringing is located on the site;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or an authorized representative.


Entire Agreement. The TOS and applicable Policies constitute the entire agreement between you and Code_IT and governs your use of the Service, superseding any prior agreements between you and Code_IT with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Code_IT services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The TOS, applicable Policies and the relationship between you and Code_IT shall be governed by the laws of the United States without regard to its conflict of law provisions. You and Code_IT agree to submit to the personal and exclusive jurisdiction of the courts located within the United States.

Waiver and Severability of Terms. The failure of Code_IT to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

No Right of Survivorship and Non-Transferability. You agree that your CODE_IT account is non-transferable and any rights to your user ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

27. VIOLATIONS. Please report any violations of the TOS or any applicable Policies to


This CODE_ITPrivacy Policy describes how we treat personal information when you visit our site and use our products and services. This Privacy Policy applies to all of the products, services and websites (collectively, “Services”) offered by Code_IT (“us”, “we”, “our” or “Code_IT”), or its subsidiaries or affiliated companies.


Information provided – Most of the personally identifying information we collect is what we ask you to provide us when you sign up for CODE_IT(such as your name, email address, account password) or any of our Services that require registration. We may combine the information you submit under your account with information from other Services or third parties in order to provide you with a better experience and to improve the quality of our services.

Your Web Content – When you use CODE_IT to create web pages to better display on mobile devices, the content in those pages including any personal information, and images/files referred from those pages will be sent to Code_IT’s servers and proxies for transcoding and storage for hosting.

Cookies – Our web site and Services make use of “cookie” files. A cookie is an element of data that a web site can send to your Browser, which may store some information on your computer. Then, when you come back to our site, we can tailor information to suit your individual preferences. The goal is to save you time, track user trends, and provide you with a more meaningful visit. Most Internet Browsers will allow you to erase cookies from your computer hard drive, block all cookies or receive a warning before a cookie is stored. Please refer to your Browser instructions to learn more about these functions. Please note that some of our Services may not function properly without the cookies.

Log information – When you access our Services, our servers automatically record information that your browser sends whenever you visit a website. These server logs may include information such as your web request, Internet Protocol address, browser type, browser language, the date and time of your request and one or more cookies that may uniquely identify your browser.

User communications – When you send email or other communications to us, we may retain those communications in order to process your inquiries, respond to your requests and improve our services. Affiliated sites – We offer some of our services in connection with other web sites. Personal information that you provide to those sites may be sent to Code_IT in order to deliver the service. We process such information in accordance with this Privacy Policy. The affiliated sites may have different privacy practices and we encourage you to read their privacy policies.

Other sites – This Privacy Policy applies to CODE_ITand Code_IT’s other Services only. We do not exercise control over the sites displayed as links from our Services. These other sites may place their own cookies or other files on your computer, collect data or solicit personal information from you.


Code_IT only processes personal information for the purposes described in this Privacy Policy and/or any specific notices given for specific Services. Such purposes include:

Providing Services to our users;

Research and analysis in order to maintain, protect and improve our services;

Ensuring the technical functioning of our network; and

Developing new services.

If you provide us with personal information when you sign up to our Services and we use that information in a manner different than the purpose for which it was collected, then we will ask for your consent prior to such use.

Code_IT processes personal information on servers in the United States of America and in other countries. In some cases, we process personal information on a server outside your own country. We may process personal information to provide our own Services.


Certain of our Services may allow you to opt-out of certain information gathering and sharing or to opt-out of certain Services or features. You will be explained how to do so at each occasion where you have such choices.


We may share your information with third parties we use to perform certain functions, such as hosting, text message or SMS delivery. These parties will be contractually bound to treat your information in accordance with this Privacy Policy and any other confidentiality and security measures instructed by us. Otherwise, we will only share your information if we have your consent, or, we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (a) comply with legal process or enforceable governmental request, (b) enforce applicable Terms of Service, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against imminent harm to the rights, property or safety of Code_IT, its users or the public as required or permitted by law.

If Code_IT becomes involved in a merger, acquisition, or any form of sale of some or all of its assets, we will provide notice before personal information is transferred and becomes subject to a different privacy policy.


When you use Code_IT’s Services, we will make efforts to provide you with reasonable access to your personal information, so that such data can be either updated or deleted at your request if it is not otherwise required to be retained by law or for legitimate business purposes. We ask users to identify themselves and the information requested to be accessed processing such requests. We may decline to process unreasonable requests, requests which require disproportionate technical effort, jeopardize the privacy of others, or would be extremely impractical (for instance, requests concerning information residing on backup tapes), or for which access is not otherwise required.

Where we provide information access and correction, we perform this service free of charge, unless if doing so would require a disproportionate effort.


If you have any questions or concerns about this Privacy Policy, please feel free to contact us any time through this web site or at

Content Policy

Code_IT, LLC. (“us”, “we”, “our” or “Code_IT”) has formulated this Content and Acceptable Use Policy in order to encourage the responsible use of CODE_IT and our other services (collectively, the “Service”) by our customers and users (“you”, “your” or “Users”), and to enable us to provide you with legally compliant, secure, reliable and productive Services.

This Policy is applicable to all Services provided by Code_IT. We may make changes to this Content Policy from time to time.

Users may NOT upload, post, transmit or otherwise make available through the Service any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively, the “Content”) which Code_IT reasonably deems to be any of the following:

Pornography and obscenity, meaning nudity, sexually graphic material, or any Content otherwise deemed explicit by Code_IT. Any Content intentionally driving traffic to a monetized pornography site also falls under this definition.

Pedophilia, incest and bestiality.

Child pornography. We will cooperate fully with any criminal investigation into any User’s violation of this policy concerning child pornography. Advocating or counseling for sexual activities with a child also falls under this definition. A “child” for this purpose is defined to be a person who is or is depicted as being under the age of eighteen years.

Unlawful, harmful, threatening, violent, abusive, profane, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable.

Impersonation of any person or entity, including, but not limited to, a Code_IT official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.

Forged headers or otherwise manipulated identifiers in order to disguise the origin of any Content transmitted through the Service.

Confidential or unauthorized Content which you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

Infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party.

Spam, malicious codes and viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

Broadcast / streaming type Content.

2. Further to the previous Section, you may NOT:

interfere with or disrupt the Service or servers or networks connected to the Service (including via means of overloading, “flooding”, “crashing”)

attempt to probe, scan or test the vulnerability of our system or network or to breach security or authentication measures without proper authorization;

take any action in order to obtain services to which such User is not entitled, including access to data not intended for such User or logging into a server or account which such User is not authorized to access;

provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the Canadian or United States government as a foreign terrorist organization

serve unlawful purposes or for promotion of dangerous and illegal activities.

Please do take note that violations of system or network security may result in civil or criminal liability.

All Content whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not us, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Service. Code_IT takes no responsibility for any material input by others and not uploaded by us, including Contents and links. Particularly, links are provided as Internet navigation tools only, and Code_IT is not responsible for the content of any other websites linked to our network.

Any User which we determine to have violated any element of this Policy may be subject at our discretion to a temporary suspension of service pending such User’s agreement in writing to refrain from any further violations; or, if we deem it necessary, we may immediately suspend or terminate such User’s Service without notice. Code_IT may or may not pre-screen any Content, but we and our designees reserves the right (but not the obligation) to pre-screen, refuse, or remove any Content that is available via the Service. Any removal of Content, suspension or termination of Services will not prevent us from reporting violations to appropriate authorities, or relieve the User of its liabilities.


No Personally Identifiable Information (PII) data is collected and thus none will be transmitted to third party analytics providers.

Code_IT does not have access and will not request access to data stored by your analytics provider.



Basic Features means the following features of the Service:

Create individual QR Codes in the following formats (examples are provided below in Section 21):

Establish navigation from a QR Code to the QR Code Content that is controlled by you

Generate and export graphical digital files of the QR Codes;

Identify each unique device used to scan your QR Code which navigates to a URL as its QR Code Content; and

View online reports showing analytics for each QR Code.

Principal means a third party that both has authorized you as their agent to use the Service on their behalf, and meets the requirements of this Agreement.

Report means a report provided by the Code_IT Analytics

Code_IT Analytics means the Code_IT QR Code Service that enables you to view Reports about your QR Codes, including showing various scanning activity of your QR Codes, and export certain types of Reports in a digital file format.

Service means the Code_IT 2D barcode Service called Code_IT QR Code and provided by us directly (not by a third party) that includes the Basic Features, Code_IT Analytics, QR Code creation, delivery of QR Code Content, distribution of QR Code Readers, and all other Code_IT QR Code features and functionalities that we may, in our sole discretion, provide from time to time as part of the Code_IT QR Code Service.

QR Code means a Code_IT branded 2D barcode that is created by Code_IT, contains encoded data, and is in the following formats: color or black and white, and any other format of QR Codes provided as part of the Service.

QR Code Content means data provided and controlled by you and delivered to end users when a QR Code is scanned, such as a URL, contact information, phone number, text strings, or other content and data that the Service may support in the future.

QR Code Reader means the Code_IT QR Code application that scans QR Codes, reads the encoded data, and provides QR Code Content to end users.

QR Code User means an end user that uses a QR Code Reader to scan a QR Code


2.1 We will use commercially reasonable efforts to (a) make the Basic Features available until at least January 1, 2015; (b) provide at least two years prior notice before we terminate the Basic Features or the entire Service; and (c) provide the Basic Features as part of the Service for as long as we operate the Service generally. In addition, we will never require a fee to use the Basic Features as part of the Service for as long as we operate the Service generally.

This Section 2.1 does not limit our ability to charge for existing or new features that are not Basic Features, nor to terminate or change the non-Basic Feature portions of the general Service in our discretion at any time in accordance this Agreement.

To help demonstrate our meaning, here is an example: if we provide notice of termination of the Service generally on November 30, 2013, then we may immediately terminate any and all features of the Service except for the Basic Features, and we may terminate the Basic Features two years later on November 30, 2015.

2.2 The commitments in Section 2.1 apply only to the Basic Features of Code_IT QR Code, and do not apply to any feature or functionality not explicitly listed in the Basic Features, nor any new feature or functionality. The commitments in Section 2.1 and this Agreement do not obligate us to update or release new versions of the Service or QR Code Reader, distribute a QR Code Reader for any particular platforms, or provide support to you or end users. The commitments in Section 2.1 do not apply to any new or different Code_IT product, technology or Service, even if they provide similar functionality or use similar technology. The commitments in Section 2.1 are not a SLA guarantee that the Service will not be interrupted for periods of time due to technical issues. This Agreement including the commitments in Section 2.1 do not provide you with any implied patent rights to any patent owned or controlled by us. The functionality defined in the Basic Features may not be supported on certain mobile devices (e.g., some mobile devices do not support QR Codes with the contact information in QR Code Content).

As long as the changes do not break our commitments to you in Section 2.1, we may change the Service and the terms of this Agreement at any time and for any reason, including without limit: remove, modify and add features; make changes that cause existing QR Codes or any parts of the Service to stop working, and subject features to different or additional terms and conditions. We may also require fees for any new features and previously free features that are not Basic Features.

If we change this Agreement or make significant changes to the Service, then we will notify you before the changes take effect. We may give this notice by posting it on the Service or by any other reasonable means. If you do not agree to these changes, then you must stop using the Service. Your continued use of the Service following notice will be deemed to be your acceptance of the changes. We will not be liable for any costs that you incur, or for lost profits or damages of any kind, related to any such changes. The rights to change the Service and the terms of this Agreement in this Section 2 are in addition to our other rights in this Agreement and under law.


Your use of QR Codes under this Agreement is subject to the following conditions and limitations:

Subject to your compliance with the terms of this Agreement, we grant to you a non-exclusive, personal, revocable, limited license 1) to print, otherwise display, and distribute the QR Codes on your or your Principals’ products, documentation, advertisements, marketing materials, and other printed or digitally displayed content (“Your Materials”) in order for QR Code Users to scan QR Codes on such materials; 2) (i) to use the Reports solely for your internal business purposes, (ii) to provide the Reports to any of your Principals solely for their internal business purposes, and (iii) to publish limited portions of the Reports; provided that any published portions must contain the attribution: “Information Provided by Code_IT® QR Code”; and 3) to use the Service solely in accordance with the terms and conditions of this Agreement. Except as specifically permitted by this Agreement, you may not modify, copy, distribute, transmit, display, reverse engineer, perform, reproduce, publish, license, create derivative works from, transfer, or sell any QR Codes, Reports, information, software, products or Services obtained from the Service.

Once used, QR Codes should not be re-used for another purpose, campaign, or product.

You may print and disseminate a QR Code on Your Materials, provided that you must comply with the implementation guidelines available within the FAQ on the QR Code Service website which may be updated by us from time to time; the guidelines include but are limited to the following:

You must print or display the QR Code and whitespace exactly as rendered by the Service, without obscuring or reducing the size of the whitespace; and

You must publish or disseminate QR Code Content reasonably related to the context in which the QR Code is published or printed. By way of example, and not as limitation, the QR Code Content associated with a QR Code printed on a movie poster should reasonably relate to the movie or some aspect of the movie.

If there is a conflict between the implementation guidelines and this Agreement, the terms of this Agreement will govern.

We may institute limits on the number of QR Codes that can be created. These limits will only apply to QR Codes created after such limit is instituted. Provided that such QR Codes were not created in violation of any applicable agreements, terms, or associated conditions governing the creation of QR Codes, QR Codes created before the institution of such limit will not count toward the limit.

All information that you provide to us in creating your QR Code must be true, accurate and complete.

We may use technology or other means to protect the Service, protect our customers, or stop you from breaching this Agreement. These means may include, for example, filtering to stop spam or increase security. These means may hinder or break your use of the Service. You may not work around or attempt to thwart or disable any of these technical or other means. We also may, in our sole discretion, limit the rate at which the Service or any subset of it may be called and the number of QR Codes that can be created (“Throttling”). We may perform this Throttling globally across the Service, per QR Code User, per each user of the Service, or on any other basis, including applying it to the Basic Features. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling.


4.1 In using the Service, you will comply with any codes of conduct, implementation guidelines or other notices of rules for the Service that we provide.

Specifically, you agree that you will not:

Abuse or misuse the Service;

Rebrand any of the Service (including QR Codes);

Promote any of your products or Services in association with the Service (including QR Codes) in a way which would confuse anyone about our ownership of the Service or Code_IT QR Code technology.

Defame, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy, data protection, and publicity) of Code_IT or others;

Include in the QR Code Content or Your Materials, or provide a link to any web site or other material that contains, any inappropriate, hateful, adult, defamatory, obscene, indecent or unlawful topic, name, material or information;

Post, disclose or otherwise make available, personally identifiable information of a third party in QR Code Content, unless you have permission to do so;

Use any material or information in QR Code Content that infringes any copyright, trademark, patent, trade secret, or other branded right of any party (including rights of privacy or publicity) in any manner;

Violate any applicable laws, rules, or regulations in your use of the Service or the sale and distribution of Your Materials;

Use any automated means, including, without limitation, agents, robots, scripts or spiders, to access your Account (as defined below), to monitor or copy any the Service or the content contained therein, or bypass our tools or Services to interfere or attempt to interfere with the proper working of the Service, or authorize or instruct any third party to do so;

Take any action that imposes an unreasonably or disproportionately large burden on the Service; such burden being determined in our discretion;

Use the Service in a way that harms us or our affiliates or suppliers (collectively, the “Code_IT parties” );

Use any portion of the Service or any web site that displays or performs content from the Service, as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);

Damage, disable, overburden, or impair the Service (or the networks connected to it), or interfere with anyone’s use and enjoyment of the Service;

Sell, lease, sublicense or otherwise transfer your Account;

Attempt, through hacking, password mining or any other means, to gain unauthorized access to the Service, other accounts, computer systems or networks connected to any Code_IT server or to the Service; and

Obtain or attempt to obtain, through the Service, any materials or information through any means not intentionally made available through the Service.

4.2 Your Dealings with Others. With respect to your use of the Service on behalf of your Principals, you are responsible for any acts or omissions of your Principals in using the Service, including any acts or omissions that would otherwise be a breach of this Agreement. You will ensure that your Principals agree to abide by all terms and conditions of this Agreement that apply to you. We do not validate or control your QR Code Content nor take any responsibility for it. We may screen the QR Code Content in our sole discretion. We do not claim ownership of the QR Code Content nor any other materials you provide to us. By providing and specifying your QR Code Content, you are granting us, our affiliated companies and necessary sub-licensees, permission to use and display your QR Code Content and your Principal’s QR Code Content (including any logos, trademarks or Service marks) in order to provide the Service to you and your Principals, including the right to transmit the QR Code Content to QR Code Users who scan a QR Code associated with the QR Code Content. You are solely responsible and liable for your QR Code Content, and we have no obligation or liability with respect to such QR Code Content. We assume no responsibility for any costs incurred by users related to the delivery of QR Code Content.

Any relationship between you and a third party (including any Principal and QR Code User) in connection with any QR Code or otherwise in connection with the Service is between you and such third party directly and not with us. If you assert a claim that relates to or implicates your relationship with a third party, you must only assert such claim against the third party, and you will not assert any such claim against us. You are solely responsible for your dealings with any third party, including

delivery of and payment for goods and Services;

processing and verifying orders, payments and other transactions;

customer support related to orders or transactions (e.g., lost orders, billing disputes, payments, etc.);

determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions; and

the purchase and use by you or the third party of any third-party products and Services.

You represent and warrant that:

the products and Services you advertise, sell, and distribute are legal for sale and distribution and do not violate this Agreement;

you have all licenses necessary to sell, distribute and advertise the goods and Services you offer; and

all sales and advertisements will comply with applicable law.

4.3 We reserve the right at all times to edit, refuse to post or to remove any information or materials or content, including any QR Code Content, in whole or in part, in our sole discretion. We reserve the right, in our sole discretion, to determine whether your use of the Service is in accordance with the terms of this Agreement. By using the Service, you acknowledge that we have the right to list you on a list of customers using the Service.


Code_IT and its suppliers retain all right, title, and interest in and to the Service and the QR Code technology and all intellectual property rights in them. Subject to the following, this Agreement does not grant you any rights in any Code_IT logo, trademark or Service mark. Except as permitted in the implementation guidelines or the required Code_IT attribution required to be provided with Reports, you will not (i) use any logo, trademark, slogans, Service mark or any other trade symbols of Code_IT for any purpose or (ii) associate yourself, your company, or any of your products with Code_IT, without the prior written approval of Code_IT. You will not claim or imply any sponsorship or endorsement of your products or Services by Code_IT.


6.1 We may make aggregated, anonymized data from your use of the Service available to third parties in summary analytics, without identifying you. All access to and use of the Service is subject to the data practices set forth in the privacy terms in the statement above and this Agreement. In particular, we may access or disclose information about you or your Principals, including the content of your or your Principals’ communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of us or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of our employees, customers or the public. Access to and disclosure of the information described in the preceding sentence is at our sole and complete discretion.

6.2 Information that is collected by or sent to us in connection with this Agreement, the use of the Service may be stored and processed in the United States or any other country in which we or our affiliates, subsidiaries, or Service providers maintain facilities. We abide by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland.

6.3 You are responsible for providing your Principals with notice of our privacy practices applicable to the Service. If you solicit, collect, or use data from QR Code Users in connection with your use of the Service, you are responsible for providing them with adequate notice of your own privacy practices in compliance with law.


Use of Service requires you to open an account (“Account”) Opening an Account requires you to complete the registration process by providing us with current, complete and accurate information as prompted by the registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your passwords and Account. Furthermore, you are entirely responsible for any and all activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your passwords or Account, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else using your Account or passwords. You may not use anyone else’s Account at any time without the permission of the Account holder.


If you give feedback about the Service, you give to us, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies and Services to use or interface with any specific parts of a Code_IT software or Service that includes the feedback. You will not give feedback that is subject to a license that requires us to grant any rights or make any payments to third parties because the feedback was incorporated into our software, documentation or other products. These rights survive this Agreement.


9.1 You warrant and represent that any and all information that you provide to us in signing up for an Account and using the Service, is truthful, accurate, and in compliance with the terms of this Agreement. You warrant, represent, and covenant to us that: 1) the QR Code Content is accurate, complete and current, and you are fully authorized to provide the QR Code Content and to authorize us to provide the QR Code Content to QR Code Users; and 2) the QR Code Content, and any website linked to it from your QR Code Content (a) complies with all applicable laws and regulations, (b) does not infringe, misappropriate or otherwise violate any third party intellectual property right, (c) does not breach the rights of any person or entity, including, without limitation, rights of publicity or privacy, and is not defamatory, and (d) does not and will not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity. You will not make any warranties about the Service to Principals, end users, or any other party.

9.2 We provide the Service “as is,” “with all faults,” and “as available.” We don’t guarantee the accuracy or timeliness of information available from the Service. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. We do not guarantee the Service will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. We and our affiliates, resellers, distributors, and vendors give no express warranties, guarantees, or conditions. We exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and non-infringement. You may have certain rights under your local law. Nothing in this Agreement is intended to affect those rights, if they are applicable.


We are not obligated to provide support for the Service.


At our request, you will defend, hold harmless, and indemnify us and our directors, officers, employees, agents, subsidiaries, affiliates and each of their successors from and against all third-party claims, actions, demands, proceedings, damages, costs and liabilities of any kind (collectively, “Claims”) to the extent that the Claims arise out of or relate to the QR Code Content, your use of the Service, the QR Codes you created, your Materials, your violation of laws or applicable regulations in the use of the QR Codes (e.g., violation of consumer protection, product packaging, or other laws), your breach of your warranties or obligations under this Agreement, or other Claims that may arise out of the QR Code Content or Your Materials (e.g., product liability Claims). You will be solely responsible for defending any claim using mutually-agreed counsel, subject to our right to participate with counsel it selects, and you will not publicize any claim or agree to any settlement that imposes any obligation or liability on us (or our directors, officers, affiliates, and agents) without our prior written consent, which consent is given in our sole discretion.


You and your Principals collectively can recover from us and our affiliates only direct damages up to the greater of (a) $5.00 US, or (b) an amount equal to the fees you have paid to us for the Service for the month preceding your claim against us. You and your Principals cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.

The limitations and exclusions apply to any claims made by you or your Principals against us and our affiliates that are related to this Agreement, including but not limited to claims regarding:

The Service;

Loss of data;

QR Codes created by you, your Principals, and other third parties;

content (including code) on third party Internet sites, third party programs or third party conduct

viruses or other disabling features that affect your access to or use of the Service;

incompatibility between the Service and other Services, software and hardware;

delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner; and

breach of contract, breach of warranty, guarantee or condition, strict liability, negligence or other tort.

The limitations and exclusions also apply if this remedy does not fully compensate you or your Principals for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages.

Some or all of these limitations or exclusions may not apply to you or your Principals if your state, province, or country does not allow the exclusion or limitation of incidental, consequential, or other damages.


13.1 The Term of this Agreement is from the date that you accept this Agreement until it is terminated, as described below.

13.2 You may terminate this Agreement by ceasing to use the Service and deleting the QR Codes you created. If you are dissatisfied with the Service, your sole and exclusive remedy is to cease use of the Service.

13.3 As long as we do not break our commitments to you in Section 2.1, we may terminate this Agreement, the Service or any part of the Service, or may cancel or suspend your right to use any QR Code, the Service, or any part of the Service for any reason and at any time.

13.4 We may cancel this Agreement, and may cancel or suspend your right to use any QR Code or the Service if you breach any term of this Agreement. Upon such cancellation or suspension, your rights to use QR Codes and the Service terminate immediately. We may terminate any or all of the Service or any functionalities relating to existing QR Codes, without any obligation to continue the Service for reason of (a) law or regulation; (b) an event of force majeure; (c) actual or threatened court action; or (d) your breach of this Agreement. Termination of the Service (including without limit the Basic Features) pursuant to this Section 13.4 is not a violation of our commitments in Section 2.1 and is in addition to any other rights we have in this Agreement and under law.

13.5 In any event of any termination, cancellation or suspension, any data you have stored on the Service may not be retrieved later. We will not be liable to you for damages resulting solely from terminating this Agreement or Service according to its terms. All terms of this Agreement that, by their nature, are intended to survive termination will survive (including those sections entitled “WARRANTIES” and “LIMITATION OF LIABILITY”).


United States law governs the interpretation of this Agreement and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country to which we direct your Service. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in a jurisdiction of Code_IT’s choosing, for all disputes arising out of or relating to this Agreement.


15.1 We may provide any notices under this Agreement to the e-mail address associated with your account or by posting to any portion of the Service web site. This Agreement is in electronic form. We have the right to send you certain additional information. There may be other information regarding the Service that the law requires us to send you. We may send you this information in electronic form. You have the right to withdraw this consent, but if you do, we may cancel your use of the Service.

15.2 Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. Notices provided to you via the Service web site will be deemed given and received on the posting date of the notice. As long as you use the Service, you will ensure that you have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the Service.

15.3 Notices to us must be sent in writing to Code_IT Corporation, Mail Slot: Code_IT Inc, 541 S. Spring St #212 Los Angeles, CA 90013. We do not accept email notices. Notices regarding claims of copyright infringement should be sent pursuant to Section 15.4 below

15.4 Notices and Procedure for Making Claims of Copyright Infringement. Under Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service provider’s designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. 16. INTERPRETING THE AGREEMENT

All parts of this Agreement apply to the maximum extent permitted by law. If any term of this Agreement is unenforceable, the remainder will be fully enforced to effect the parties’ intent. This Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed to favor either party. The section titles in the Agreement do not limit the other terms of this Agreement. This Agreement supersedes any verbal or written statements regarding your use of the Service.


We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or any part of it, to any other person without our prior written consent, which will not be unreasonably withheld. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service.


This Agreement is solely for your and our benefit. This Agreement is not for the benefit of any other person, except for permitted successors and assigns under this Agreement. Notwithstanding the foregoing, you agree that Code_IT Corporation and its affiliates are intended third party beneficiaries of the provisions of this Agreement which extend between you and your Principals, and that Code_IT or any of its affiliates is entitled in its own right to require the due performance or enforcement those certain provisions.


Any claim related to this Agreement or the Service may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you, your successors and your Principals. It also applies to us and our successors and assigns.

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