Business QR Portal

BUSINESS QR PORTAL AGREEMENT

This Business QR Portal Agreement (the Agreement) is entered into as of by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider develops and maintains a centralized Business QR Portal designed to generate, manage and track QR codes, landing pages, and associated analytics (the Portal); and

WHEREAS, Client seeks to engage Provider to configure, host and support a dedicated Portal environment and related services to enable Client to distribute QR codes for business operations, marketing, or point-of-sale purposes; and

WHEREAS, the parties desire to set forth the terms under which Provider will provide the Portal and Client will pay for such services.

SCOPE OF WORK

Provider shall deliver the Portal services described below in accordance with the specifications, schedule and deliverables agreed by the parties. Services include but are not limited to QR code generation, campaign management, analytics dashboards, administrative user accounts, and integrations with Client systems.

SERVICE LEVELS AND ACCESS

Provider will use commercially reasonable efforts to make the Portal available at least 99% of the time in any calendar month, excluding scheduled maintenance. Provider will provide administrative access credentials to Client's designated Administrator: . Provider shall maintain reasonable backups and restore procedures for Client data.

PAYMENT TERMS

Client shall pay Provider the fees for the Portal and related services as set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at on unpaid balances, or the maximum rate permitted by applicable law, whichever is lower. Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

ACH / Bank Transfer   Credit Card   Check   Other (specify in notes)

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section. Start Date: . End Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Client shall pay Provider for all services performed and non-cancelable commitments incurred through the effective date of termination. Provider shall deliver to Client, at Client's request, an export of Client data in a commonly used format within days of termination. Provider may charge a reasonable fee for data export and migration services.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated confidential or would reasonably be considered confidential. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the recipient; (ii) was known to recipient prior to disclosure as shown by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by recipient without use of discloser's Confidential Information. Upon termination or request, recipient shall return or destroy Confidential Information and certify such destruction in writing upon request.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain reasonable administrative, technical and physical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction. Client owns all right, title and interest in Client Data. Provider's processing of Client Data shall be limited to the performance of services under this Agreement. Provider shall promptly notify Client of any confirmed security breach affecting Client Data and shall cooperate with Client in breach response activities.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in the Portal, software, tools, algorithms, and other materials developed or provided by Provider, including improvements and derivative works, except for Client Data. Provider grants Client a limited, non-exclusive, non-transferable license to use the Portal during the Term solely for Client's business purposes. Any custom developments commissioned by Client will be subject to a separate written agreement addressing ownership, unless otherwise agreed in writing.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Each party represents that it has the right and authority to enter into this Agreement. Provider warrants that it will perform services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Client shall indemnify and hold harmless Provider from third-party claims arising from Client's content, use of the Portal in violation of this Agreement, or breach of applicable laws. Provider shall indemnify Client to the extent a third party claims that Provider's deliverables infringe that third party's intellectual property, and Provider shall, at its option, obtain the right to continue providing the deliverable, replace it, or terminate the affected deliverable and refund fees paid for the affected deliverable.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes.

NOTICES

All notices required under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice. Notices are effective upon receipt.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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