Terms of Service

1. Definitions

"Account" means the user account you create to access the Service.

"Content" means any URLs, destination links, logos, images, or brand assets you provide or associate with a QR code generated via the Service.

"Dynamic QR Code" means a QR code generated by the Service whose destination URL can be modified after creation without changing the code itself.

"Scan Data" means the analytics information collected when a QR code is scanned, which may include the time and date of scan, approximate geographic location, device type, operating system, browser, and referral source.

"You" or "User" means the individual or entity that creates an Account and uses the Service.

"We," "Us," or "CodeDibs" means CodeDibs Inc., the operator of the CodeDibs platform.

2. Eligibility

You must be at least 18 years of age, or the age of majority in your jurisdiction, to use the Service. By using the Service, you represent and warrant that you meet this requirement and have the legal authority to enter into these Terms. If you are using the Service on behalf of a business or organization, you represent that you have the authority to bind that entity to these Terms.

3. Account Registration and Security

To use the Service, you must create an Account by providing accurate and complete registration information. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You agree to notify us immediately of any unauthorized access or use of your Account.

We reserve the right to suspend or terminate any Account that we reasonably believe has been compromised or is being used in violation of these Terms.

4. The Service

4.1 QR Code Generation

CodeDibs provides tools that allow you to create Dynamic QR Codes. These codes redirect scanners through our servers to the destination URL you specify. You may modify the destination URL at any time while your Account is active and your current plan or product permits it.

4.2 Analytics

The Service collects and presents Scan Data associated with your QR codes. Analytics features may include scan counts, geographic breakdowns, device and browser statistics, time-of-scan patterns, and referral source tracking. The scope and granularity of analytics available to you may vary based on your plan or product.

4.3 Service Modifications

We reserve the right to modify, update, or discontinue any aspect of the Service at any time. We will make commercially reasonable efforts to notify you of material changes that affect your use of the Service, but we are not obligated to maintain any specific feature.

5. Subscription Plans, Billing, and Payment

5.1 Plans and Pricing

The Service may be offered through subscription plans and one-time purchase products, including free and paid options. Each plan or product may include any combination of features, such as QR code generation limits, scan volume, analytics depth, and other functionality. Current pricing and available plans and products are available on our website.

5.2 Billing

Paid subscriptions are billed in advance on a recurring basis (monthly or annually, depending on the plan you select). By subscribing to a paid plan, you authorize us to charge your designated payment method at the beginning of each billing cycle. One-time purchase products are billed at the time of purchase.

5.3 Automatic Renewal

Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date. You may cancel your subscription at any time through your Billing settings. Cancellation will take effect at the end of the current billing period.

5.4 Failed Payments

If a payment fails, we may retry the charge and/or suspend your access to paid features until the payment issue is resolved. We are not responsible for any consequences arising from service interruptions due to failed payments.

5.5 Refunds

Unless otherwise required by applicable law, all charges are non-refundable. If you cancel a subscription mid-cycle, you will retain access to paid features through the remainder of the billing period but will not receive a prorated refund. However, if you delete your Account while an active subscription remains, you will receive a prorated refund for the unused portion of the current billing period.

5.6 Effect of Cancellation or Downgrade

This is important: QR code functionality and analytics are separate features of the Service. If you cancel, downgrade, or otherwise lose access to specific features, the following applies:

QR Codes: Dynamic QR Codes that exceed the limits of your current plan or product may become inactive and stop redirecting to your destination URL.

Analytics: If you lose access to analytics functionality (whether through cancellation, downgrade, or expiration of a plan or product that includes analytics), your analytics data will be retained for one (1) year from the date you lose access. After that period, analytics data may be permanently deleted. If you regain access to analytics within the retention period, your previously collected data will be available to you, subject to availability. We recommend exporting your analytics data before making changes to your plan or products.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not use the Service to:

• (a) Link QR codes to any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• (b) Distribute malware, viruses, phishing schemes, or any other harmful software or deceptive content through QR code destinations.
• (c) Infringe upon the intellectual property rights, privacy rights, or other rights of any third party.
• (d) Engage in spam, unsolicited advertising, or any form of deceptive marketing through QR codes.
• (e) Attempt to interfere with, disrupt, or gain unauthorized access to the Service, its servers, or any connected networks.
• (f) Use the Service to collect personal information from QR code scanners in violation of applicable privacy laws.
• (g) Reverse engineer, decompile, or disassemble any aspect of the Service.
• (h) Use automated systems (bots, scrapers, etc.) to access the Service in a manner that exceeds reasonable use or circumvents rate limits.

We reserve the right to investigate and take appropriate action against any violations of this section, including suspending or terminating your Account and removing offending QR codes without prior notice.

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including its design, software, code, algorithms, branding, documentation, and all related intellectual property, is owned by CodeDibs or its licensors. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited license to use it as described herein.

7.2 Your Content

You retain ownership of all Content you provide, upload, or link to through the Service. By using the Service, you grant CodeDibs a limited, non-exclusive, worldwide, royalty-free license to host, store, redirect, and display your Content solely as necessary to operate the Service and provide analytics.

7.3 QR Code Images

QR code images generated by the Service are produced using our platform. You are granted a non-exclusive, royalty-free license to use, reproduce, and distribute the QR code images you generate for any lawful purpose. This license continues even after termination of your Account, but the underlying redirect functionality of Dynamic QR Codes depends on an active subscription.

8. Data, Privacy, and Analytics

8.1 Scan Data Collection

When a QR code created through the Service is scanned, our servers may collect Scan Data as defined in Section 1. This data is used to generate analytics for you and to improve the Service. Scan Data is collected from the scanning device and may include information about individuals who did not create an Account with CodeDibs.

8.2 Your Obligations

If you use QR codes in a context where you are collecting data from individuals (for example, in marketing materials, product packaging, or customer-facing documents), you are responsible for complying with all applicable data protection and privacy laws, including but not limited to Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), the European Union's General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable legislation. This may require you to provide notice to individuals that scanning your QR code will result in data collection, and to obtain any required consents.

8.3 Our Privacy Practices

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy to understand how we handle data.

8.4 Data Ownership

Scan Data generated from your QR codes is accessible to you through the analytics dashboard while you have active access to the analytics feature. You may export your analytics data while the analytics feature is active. We may use aggregated and anonymized data derived from Scan Data for research, product improvement, and other lawful business purposes.

9. Service Availability and Performance

We strive to maintain high availability of the Service, but we do not guarantee uninterrupted, error-free, or secure operation. The Service may be temporarily unavailable due to scheduled maintenance, unplanned outages, network issues, or other circumstances beyond our control.

You acknowledge that Dynamic QR Codes depend on our redirect servers to function. If the Service experiences downtime, QR codes that have been printed or distributed may temporarily fail to redirect to the intended destination. We strongly recommend that you maintain backup links or alternative means of directing your audience in the event of a service interruption.

We do not offer a formal Service Level Agreement (SLA) unless one is separately agreed upon in writing as part of an enterprise arrangement.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEDIBS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

This includes, without limitation, damages arising from:

• Service outages or downtime that cause QR codes to temporarily fail.
• Loss of business, revenue, profits, or anticipated savings.
• Loss of data, including analytics or Scan Data.
• Costs incurred from printing or distributing materials containing QR codes that become non-functional.
• Unauthorized access to your Account or data.
• Reliance on any information provided through the Service.

TO THE EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO CODEDIBS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will meet your specific requirements, that Scan Data will be complete or accurate in all cases, or that QR codes will function on all devices, operating systems, or QR code reader applications.

12. Indemnification

You agree to indemnify, defend, and hold harmless CodeDibs and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• (a) Your use of the Service or any Content you provide, upload, or link to through QR codes.
• (b) Your violation of these Terms or any applicable law.
• (c) Your violation of any third party's rights, including intellectual property or privacy rights.
• (d) Any claim by a third party resulting from the scanning of a QR code you created or distributed.

13. Termination

13.1 Termination by You

You may close your Account at any time through your Account settings or by contacting us. Upon termination, your access to the Service will end, and your Dynamic QR Codes will cease to function (they will no longer redirect to your destination URLs).

13.2 Termination by Us

We may suspend or terminate your Account at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to, violations of these Terms, non-payment, fraudulent activity, or extended periods of inactivity.

13.3 Effect of Termination

Upon termination of your Account:

• All Dynamic QR Codes associated with your Account will immediately stop functioning.
• Your analytics data is subject to the retention policy described in Section 5.6. If you have not had access to analytics functionality for some time prior to termination, your data retention period may have already begun or expired.
• Export of analytics data is only available while you have active access to the analytics feature. We recommend exporting your data before cancelling or downgrading any plan or product that includes analytics.
• Any provisions of these Terms that by their nature should survive termination (including, but not limited to, Sections 7, 10, 11, 12, and 15) will continue in full force and effect.

14. Modifications to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you by posting the updated Terms on our website and, where feasible, by sending a notification to the email address associated with your Account. The updated Terms will indicate the new effective date.

Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of those changes. If you do not agree with the updated Terms, you must stop using the Service and close your Account.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Service shall first be addressed through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to binding arbitration administered in accordance with the rules of the ADR Institute of Canada, with the arbitration to take place in Ontario, Canada. The language of the arbitration shall be English.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and CodeDibs with respect to the Service and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

16.5 Force Majeure

We shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power outages, internet or telecommunications failures, or third-party service provider failures.

16.6 Notices

Notices from us to you may be provided via email to the address associated with your Account or by posting on the Service. Notices from you to us should be sent to the contact information provided on our website.

17. Contact Us

If you have any questions about these Terms of Service, please contact us at:

CodeDibs Inc.
Email: support@codedibs.com
Website: codedibs.com