Terms of Service

By creating an account, accessing, or using the Service, you represent that you (a) have read and understood these Terms, (b) accept these Terms, and (c) have the legal authority to enter into this agreement. If you are entering into these Terms on behalf of an entity, you represent and warrant that you are authorized to bind that entity, in which case “you” refers to that entity.

The Service is intended for users who are at least eighteen (18) years of age. If you are under eighteen, you may not use the Service.

Honopu QR is a software-as-a-service platform that allows Customers to create, manage, route, and analyze QR codes and associated landing experiences. The features and functionality of the Service may change over time. Honopu reserves the right to add, modify, or remove features at any time.

You are responsible for the activity that occurs under your account. You agree to provide accurate, current, and complete registration information and to keep that information updated. You are responsible for safeguarding your credentials and for any activity, authorized or not, that occurs under your account. You must notify us immediately of any unauthorized access or suspected breach of your account at legal@honopu.com.

You may not share your account or transfer it to another party without our prior written consent.

License to Customer. Subject to your compliance with these Terms and timely payment of applicable fees, Honopu grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of these Terms.

Your content. You retain all rights, title, and interest in any data, text, images, files, or other materials you submit to or through the Service (“Customer Content”). You grant Honopu a worldwide, non-exclusive, royalty-free license to host, store, process, copy, transmit, display, and otherwise use Customer Content solely as necessary to operate, maintain, secure, improve, and provide the Service to you. This license terminates when the Customer Content is deleted from the Service, except to the extent we retain it as required by law or to enforce these Terms.

Responsibility for Customer Content. You are solely responsible for Customer Content and for ensuring that you have all rights necessary to submit Customer Content to the Service and to authorize the redirects, landing pages, and destinations you configure.

You agree not to, and not to attempt to:

• Use the Service in violation of any applicable law, regulation, or third-party right;
• Use the Service to distribute malware, phishing content, spyware, or to engage in fraud, deception, or unauthorized surveillance;
• Route, link to, or display content that is unlawful, defamatory, obscene, sexually explicit involving minors, harassing, or that infringes intellectual property or privacy rights;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except to the extent expressly permitted by law;
• Resell, sublicense, or make the Service available to third parties as a hosted service, except as permitted by your applicable plan or a separate written agreement;
• Circumvent rate limits, scrape the Service, or use it in a manner that imposes an unreasonable load on our infrastructure;
• Use the Service to send or facilitate unsolicited commercial communications in violation of applicable law (including the CAN-SPAM Act and TCPA);
• Misrepresent your identity, affiliation, or the source of any content you serve through the Service;
• Use the Service to operate critical infrastructure where failure of the Service could result in death, personal injury, or significant property or environmental damage; or
• Interfere with the security, integrity, or performance of the Service or the data of any other Customer.

Honopu may suspend or terminate access for any account that violates these restrictions, with or without notice, and may cooperate with law enforcement requests as required by law.

Fees. Fees are based on the plan you select and are billed in advance on a recurring basis (monthly or annually, as applicable). All fees are quoted and payable in U.S. dollars unless otherwise stated.

Payment. You authorize us, or our payment processor, to charge your payment method for all applicable fees. If a payment fails, we may suspend the Service until payment is received.

Refunds. Except where required by applicable law, fees are non-refundable. Cancellation takes effect at the end of the then-current billing period; you remain responsible for fees incurred prior to cancellation.

Taxes. Fees are exclusive of all taxes, levies, and duties. You are responsible for all such amounts other than taxes based on Honopu's net income.

Price changes. We may modify pricing for future billing periods. We will provide reasonable advance notice (typically thirty (30) days) of pricing changes. Your continued use of the Service after the effective date constitutes acceptance of the new pricing.

We may offer free trials, free tiers, or beta features. Free and beta features are provided “AS IS” and “AS AVAILABLE,” without any warranty or service-level commitment, and we may modify or discontinue them at any time. Beta features may be subject to additional terms communicated to you when you opt in.

The Service, including all software, designs, trademarks, logos, text, graphics, and other materials provided by Honopu (excluding Customer Content), is owned by or licensed to Honopu and is protected by intellectual property laws. These Terms do not grant you any rights in Honopu trademarks or branding.

Feedback. If you provide feedback, suggestions, or ideas about the Service, you grant Honopu a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation to you.

Each party may receive non-public information from the other (“Confidential Information”). The receiving party will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and not less than reasonable care. Confidential Information may be used only to perform under these Terms and may not be disclosed except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms. Confidential Information does not include information that is publicly known through no fault of the receiving party, was lawfully known before disclosure, or is independently developed without reference to Confidential Information.

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. To the extent Honopu processes personal data on your behalf as a processor or service provider, the parties will execute a Data Processing Addendum where required by applicable law.

You are responsible for ensuring that your collection, use, and transmission of personal data through the Service complies with applicable privacy and data-protection laws.

The Service may interoperate with or link to third-party services, websites, or destinations that Honopu does not control. Honopu is not responsible for and makes no warranty regarding any third-party service. Your use of any third-party service is subject to its own terms.

Honopu provides the Service on a commercially reasonable best-efforts basis. We do not warrant that the Service will be uninterrupted, timely, secure, or error-free. We may schedule maintenance, perform updates, and respond to incidents that temporarily interrupt the Service.

Unless a separate written service-level agreement is signed by an authorized representative of Honopu, the Service is not accompanied by any service-level commitment, uptime guarantee, or performance commitment.

To the maximum extent permitted by applicable law, the Service is provided “as is” and “as available,” with all faults and without warranty of any kind. Honopu and its suppliers, licensors, and affiliates expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

Without limiting the foregoing, Honopu does not warrant that the Service will meet your requirements; will be available on an uninterrupted, secure, or error-free basis; will be accurate, reliable, or complete; or that any defects or errors will be corrected.

To the maximum extent permitted by applicable law, in no event will Honopu, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with these Terms or your use of the Service, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, and whether or not Honopu has been advised of the possibility of such damages.

Honopu's aggregate liability arising out of or relating to these Terms or your use of the Service will not exceed the amount of fees actually paid by you to Honopu for the Service in the twelve (12) months immediately preceding the event giving rise to the claim. If you have not paid any fees to Honopu in that period, Honopu's aggregate liability will not exceed one hundred U.S. dollars (US$100).

The limitations in this section apply to the maximum extent permitted by applicable law, even if a remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, in which case the limitations apply to you only to the extent permitted.

You agree to defend, indemnify, and hold harmless Honopu, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Service; (b) Customer Content or destinations you configure; (c) your violation of these Terms; (d) your violation of any third-party right, including intellectual property, privacy, or publicity rights; or (e) your violation of any applicable law or regulation.

Honopu reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Honopu's defense.

These Terms remain in effect while you use the Service. You may terminate by canceling your account through the Service's account settings. Honopu may suspend or terminate your access to the Service at any time, with or without notice, for (a) breach of these Terms; (b) actual or suspected unlawful or fraudulent activity; (c) non-payment; or (d) discontinuation of the Service.

Upon termination, your right to access the Service ends. We may delete Customer Content after a reasonable retention period, and we are not obligated to maintain or forward Customer Content after termination. Sections that by their nature should survive termination, including intellectual property, confidentiality, warranty disclaimer, limitation of liability, indemnification, dispute resolution, and general provisions, will survive.

Honopu may modify the Service or these Terms at any time. Material changes to these Terms will be communicated by posting an updated version with a new effective date and, where practical, by notice to you (such as an email to the address on your account). Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to stop using the Service and terminate your account.

The Service may be subject to U.S. export control and sanctions laws, including the U.S. Export Administration Regulations and economic sanctions administered by the Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. list of restricted parties. You agree not to access, use, or export the Service in violation of applicable export laws or sanctions.

Neither party will be liable for any failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, civil unrest, labor disputes, government action, internet or telecommunications failures, or denial-of-service attacks.

You may not assign these Terms or any of your rights or obligations under them without Honopu's prior written consent. Honopu may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any prohibited assignment is void.

Notices to you may be sent to the email address on your account or posted within the Service. Notices to Honopu must be sent to legal@honopu.com. Notices are effective upon receipt.

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict of laws principles. Subject to the arbitration provisions below, the parties consent to the exclusive jurisdiction of the state and federal courts located in Sarasota County, Florida for any matter not subject to arbitration.

Informal resolution. Before filing a claim, the parties agree to attempt to resolve any dispute informally for at least sixty (60) days by contacting legal@honopu.com with a written notice describing the dispute and the relief sought.

Binding arbitration. If informal resolution does not succeed, any dispute, controversy, or claim arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration will be Sarasota County, Florida, and the arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Exceptions. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information. Either party may bring an individual action in small-claims court for disputes within that court's jurisdiction.

The parties agree to bring any dispute in arbitration on an individual basis only and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative proceeding.

Entire agreement. These Terms, together with any order forms, the Privacy Policy, and any other documents referenced, constitute the entire agreement between the parties regarding the Service and supersede any prior or contemporaneous understanding.

Severability. If any provision is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.

Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

Headings. Headings are for convenience only and do not affect interpretation.

Questions about these Terms can be directed to legal@honopu.com.