SQZD.LI - GENERAL TERMS AND CONDITIONS
UPDATED: JANUARY 24, 2024
SQZD.LI, OPERATED BY EYEPOINT UNITED UG (LIMITED LIABILITY) (TOGETHER "SQZD.LI", "WE" OR "US") OFFER URL SHORTENING, INDIVIDUALLY BURNED LINKS, LINK MANAGEMENT, LINK-IN-BIO, QR- CODES AND PRODUCTS AND SERVICES FOR ANALYSIS FUNCTIONS TO OUR USERS (COLLECTIVELY, THE “SQZD.LI SERVICES”). PLEASE READ THESE TERMS OF USE (THE “AGREEMENT”) CAREFULLY AS THEY GOVERN YOUR ACCESS TO AND USE OF THE SQZD.LI SERVICES AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SQZD.LI. IF YOU AGREE TO THIS AGREEMENT OR USE THE SQZD.LI SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR LEGAL ENTITY TO THE AGREEMENT, AND IN SUCH CASE “YOU,” “YOUR,” OR “CUSTOMER” REFERS TO THAT COMPANY OR LEGAL ENTITY. IF YOU HAVE BEEN GRANTED ACCESS TO AND USE OF THE SQZD.LI SERVICES BY THE PRIMARY ACCOUNT HOLDER, WHETHER DIRECTLY OR THROUGH AN ADMINISTRATOR, YOU ALSO AGREE TO ABIDE BY THIS AGREEMENT. IN ADDITION TO THIS AGREEMENT, YOUR USE OF THE SQZD.LI SERVICES IS SUBJECT TO THE SQZD.LI PRIVACY POLICY, SQZD.LI ACCEPTABLE USE POLICY AND SQZD.LI'S DMCA COPYRIGHT POLICY.
YOU ACKNOWLEDGE AND AGREE THAT BY USING THE FREE SERVICES, AS WELL AS CREATING A SQZD.LI ACCOUNT, PURCHASING A PAID ACCOUNT OR ACCESSING OR USING THE SQZD.LI SERVICES AND APPLICATION PROGRAM INTERFACE ("API") INDICATE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE TERMS OF THIS AGREEMENT AND SQZD.LI PRIVACY POLICY.
IF YOU DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO ACCESS OR USE THE SQZD.LI SERVICES. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER AS DESCRIBED IN SECTION 12.1 BELOW. YOU AGREE THAT ANY DISPUTE BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A COURT IN COURT OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING .
1. SCOPE & CHANGES
1.1 Changes
SQZD.LI reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If we change this Agreement, we will post the change on our website and update the “Last updated” date at the top of the Terms of Use or notify you of the change on the SQZD.LI Platform. Any changes to this Agreement will be effective as of the date it was last updated on this page. By accessing or using the SQZD.LI Services after the last updated date, you indicate your acceptance of the modified Agreement. You agree that it is your responsibility to periodically review this Agreement for changes and that your use of the SQZD.LI Services following the posting of changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your sole recourse is to discontinue use of the SQZD.LI Services.
1.2 Changes to the Service
SQZD.LI may add, remove, suspend, discontinue, modify or update the SQZD.LI Services at any time in its sole discretion. Following the effective date of any such change, SQZD.LI will have no obligation to continue to provide, offer or support legacy versions of any affected SQZD.LI Services.
1.3 Customer Support
SQZD.LI provides a help center for all users. If you can't find a question that matches your answer, contact us using the account form.
2. PAID SUBSCRIPTIONS
2.1 Fees.
SQZD.LI offers paid SQZD.LI services with additional functions and services. If you sign up for a paid account, you agree to pay SQZD.LI all applicable fees for the tier of SQZD.LI Services selected. Fees are non-refundable except as required by law or otherwise expressly permitted in this Agreement.
2.2 Subscription Period
For paid accounts, the fees indicated at the time of initial purchase will be billed periodically based on the term of your subscription until canceled. Fees are subject to change, and SQZD.LI will notify you of any price change prior to processing your next periodic charge. You may cancel your paid account subscription at any time; however, unless required by law, no refunds or credits will be provided for early termination or for non-use of the SQZD.LI Services. SQZD.LI reserves the right to update, change, modify or terminate your subscription benefits at any time in its sole discretion.
2.3 Payment
You pay SQZD.LI according to the selected payment interval. Unless otherwise stated, payments are due immediately. You authorize SQZD.LI to charge you on a recurring basis using your selected payment method through SQZD.LI's online payment platform. By providing a stored payment method ("Payment Method") in your account, you expressly acknowledge and authorize SQZD.LI (or our third-party online payment processor) to charge you on a recurring basis consistent with the term of your subscription unless you cancel Your paid account subscription expressly. You are responsible for all fees charged to your payment method. You will provide complete and accurate billing and contact information to SQZD.LI. SQZD.LI may make changes to the payment method offered from time to time. It is your responsibility to update your payment information as necessary due to such changes. SQZD.LI may suspend, downgrade or terminate the Services if fees are overdue. Unpaid fees will be subject to a financing interest rate of one percent (1.5%) per month (18% per annum) or the maximum permitted by law, whichever is lower. In addition, SQZD.LI is entitled to recover its collection costs, including reasonable legal fees. Failure to pay fees or renewal fees by the due date may result in termination, cancellation or suspension of the Services. FOR CLARITY, SQZD.LI MAY PERIODICALLY APPLY RECURRING CHARGES EQUAL TO THE TERM OF YOUR SELECTED SUBSCRIPTION, WITHOUT FURTHER AUTHORIZATIONS REQUIRED, UNTIL YOU EXPRESSLY CANCEL YOUR SUBSCRIPTION SERVICES OR NOTIFY SQZD.LI S YOU WANT TO CHANGE YOUR PAYMENT INFORMATION.
2.4 Taxes
Fees are exclusive of taxes, duties, customs duties and other governmental charges (collectively, “Taxes”) and you are responsible for all taxes arising from this Agreement or your use of the SQZD.LI Services. SQZD.LI will invoice you for taxes if required by applicable law, and you agree to make payment in accordance with the terms of the invoice. If you are required by law to deduct and withhold taxes from the amounts due under this Agreement, the required amounts will be promptly deducted from you and timely remitted to the appropriate tax authority on behalf of SQZD.LI. You agree to provide SQZD.LI with all necessary documents (including, but not limited to, tax receipts received from the applicable tax authority) to enable SQZD.LI to claim a foreign tax credit equal to the amount withheld from you .
3. USE OF THE SERVICES
3.1 Use of SQZD.LI Services
Subject to the terms and conditions of this Agreement and payment of all fees due hereunder, SQZD.LI grants you a non-exclusive, non-transferable, limited right to access and use the SQZD.LI Services in accordance with our Acceptable Use Policy. For the avoidance of doubt, you agree that you will not access the SQZD.LI Services for competitive purposes or do so if you are a competitor of SQZD.LI.
3.2 Access data
SQZD.LI provides you with non-transferable access data for the SQZD.LI Services. You will not share access information or exceed the user limits of the service tier you purchased. You will not (i) misrepresent or mask any identity when using the SQZD.LI Services or requesting access information; (ii) select or use any name as a username or custom domain that is subject to any rights of any person or entity or third party other than you without appropriate authorization; (iii) select or use a name as a username or custom domain that is otherwise offensive, vulgar, obscene, or would otherwise violate our Acceptable Use Policy; or (iv) not exceed any access permitted by SQZD.LI. You will protect all access data provided by SQZD.LI and ensure its confidentiality and security. If you are an entity rather than an individual: (A) only your employees and authorized contractors ("Personnel") may use the SQZD.LI Services; (B) You will require your Personnel to comply with all Laws (as defined below) and the usage limitations (including User Space limitations) set forth in the Agreement; (C) you will not share access information or exceed the user limits of your service tier; and (D) You acknowledge that you are fully responsible for all acts or omissions of your personnel, whether authorized or unauthorized. SQZD.LI may, in its sole discretion, update, renew or change access to the SQZD.LI Services.
3.3 Monitoring Compliance
SQZD.LI may monitor your use of the SQZD.LI Services for compliance with the Agreement and to ensure compliance with our Acceptable Use Policy. If SQZD.LI discovers any use of the SQZD.LI Services that it believes is not in accordance with the Agreement, SQZD.LI may (i) remove or disable any linked code or other SQZD.LI Services, that is suspected of violating our Acceptable Use Policy or this Agreement. SQZD.LI reserves the right to suspend your use of the SQZD.LI Services without notice if we believe in good faith that the security of your SQZD.LI account has been compromised or your SQZD.LI account has been used for any unlawful purpose or used for any purpose that violates our acceptable use policy. SQZD.LI reserves the right to suspend your access to the Services or terminate this Agreement without notice for any breach of the Agreement.
4. YOUR SERVICES AND CONTENT
4.1 Your Services
SQZD.LI is not liable for your products, content or services ("Your Services") accessed or used through the SQZD.LI Services or the use by end users or customers, employees, officers, directors, agents, contractors , consultants, partners or other representatives of you or your affiliates. You will not use the SQZD.LI Services in any manner that suggests a partnership, sponsorship by SQZD.LI, or endorsement of your Services by SQZD.LI. You will not imply or indicate that SQZD.LI is the author of or is otherwise responsible for the views or content of your Services. The SQZD.LI Services may not be used in connection with any content defined as "Prohibited Content" in Section 5 below, or in connection with any activity where the use or failure of the SQZD.LI Services would result in death, could result in personal injury or damage to property or the environment or could negatively impact or render SQZD.LI liable in any way.
4.2 Your Content
You hereby grant SQZD.LI an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license to use, copy, import, display, reproduce, perform, distribute, create derivative works from, alter or modify any URL or otherwise information you submit to SQZD.LI ("Customer Content") in connection with providing, operating and promoting the SQZD.LI Services and for other business purposes, including the business purposes of SQZD.LI groups of companies.
4.2.1. You are solely responsible for the content that you upload, transmit or share with other users via the SQZD.LI Service (collectively, “Customer Content”). You may not upload, transmit or share any Customer Content via the SQZD.LI Service that you did not create or that you do not have permission to use. SQZD.LI does not claim ownership of any Customer Content or any other intellectual property rights associated with your Customer Content. The collection, use and disclosure of personal information that SQZD.LI receives from you or third parties (including social media) is described in SQZD.LI's Privacy Policy.
4.2.2. As stated in our Privacy Policy, where permitted by law, if you register a SQZD.LI account with an email address on a domain managed by an organization, such as your employer, we may collect your email address and information about your account with our sales team and the Company, including our corporate groups, to explore the Company's interest in creating or managing a Company account, to provide information about other services of interest to you, or for related purposes.
5. INTELLECTUAL PROPERTY
5.1 Ownership
Except for your Content and your Services, you acknowledge and agree that SQZD.LI is the sole and exclusive owner of all right, title and interest in and to the SQZD.LI Services and all related documentation, source code, tools, scripts, processes, techniques , methodologies, inventions, know-how, concepts, formatting, arrangements, visual features, ideas, database rights, copyrights, patents, trade secrets and other intellectual property rights, as well as all derivative, improved, modified and further developed parts thereof ("SQZD.LI Materials" ) is. Nothing contained in this Agreement or any other document shall be deemed to constitute a transfer of ownership of the SQZD.LI Materials. Except for the limited license rights expressly granted herein, no rights to any SQZD.LI Materials are granted hereby, and all rights to such SQZD.LI Materials are reserved.
5.2 Feedback
If you provide feedback, request features, changes or tools, or otherwise comment on the Service or provide suggestions or ideas for improving the Service ("Feedback"), such Feedback will be assigned in full to SQZD.LI without any separate obligation to compensate you, and SQZD.LI will own all right, title and interest in and to the Feedback and may, in its sole discretion, decide to incorporate the Feedback into its Services.
5.3 General Restrictions
You and Your Personnel may not: (i) access or export data from the Services to create a service, software, documentation or data for any URL shortening service other than SQZD.LI, or to create shortened links or create a service that is competitive with, substantially similar to, or in any way likely to be confused with the SQZD.LI Services (including benchmarking the SQZD.LI Services against competing services); (ii) use, modify, display, perform, copy, disclose or create derivative works of the SQZD.LI Services, except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, imitate, screen text, frame or mirror the SQZD.LI Services or otherwise attempt to discover the source code thereof, except as expressly permitted herein; (iv) encumber, distribute, sublicense, assign, share, sell, rent, lease or otherwise transfer the SQZD.LI Services to any third party; (v) transmit or transmit through the SQZD.LI Services any harmful, disabling or malicious code or devices or transmit any content through the SQZD.LI Services that is unlawful, defamatory, tortious, fraudulent, misleading, fraudulent, offensive or otherwise is offensive, contains phishing, spam, or content that contains personal information or violates the intellectual property rights, privacy or publicity rights of any third party, or any other use or content that violates our Acceptable Use Policy (collectively, “Prohibited Content”); (vi) access, interfere with, disrupt or attempt to monitor access to, disable access to, or circumvent security measures to the SQZD.LI Services or related systems through automated or unauthorized means , including via robots, spiders and other electronic methods; and (vii) hide, remove or alter any proprietary rights or other notices on the SQZD.LI Services. Notwithstanding anything to the contrary herein, SQZD.LI may, in its sole discretion, immediately revoke the rights granted under Section 3 if you violate or threaten to violate the restrictions in this Section or other security or legal concerns arise. You agree that SQZD.LI shall have the right to seek interim measures to prevent the breach or threatened breach of your obligations under this Section, in addition to other remedies available to SQZD.LI at law or in equity , without the need to prove irreparable damage or to pay a deposit.
5.4 Technical Limitations
You will not exceed the number and/or frequency of API calls or other access to the SQZD.LI Services or violate the terms of your service level. If SQZD.LI believes that you have attempted to exceed or circumvent these limitations, SQZD.LI may suspend or block your access to the SQZD.LI Services. SQZD.LI may monitor your use of the SQZD.LI Services, including to ensure your compliance with this Agreement.
6. TERM AND TERMINATION
6.1 Term
This Agreement is effective upon your acceptance of this Agreement by creating an account or purchasing a paid service tier ("Effective Date") and will remain in effect until terminated in accordance with this Section; provided, however, that if you have purchased a Paid Account, the Agreement will continue for the duration of the Term you select unless otherwise terminated in accordance with this Agreement (the "Initial Term"). If your Paid Account is set to auto-renew, your Account will thereafter automatically renew for additional periods of the same duration as the Initial Term, or to the extent a shorter renewal period is required by law, for the maximum renewal period permitted by law ("Renewal Period"), subject to your termination the next billing cycle by canceling your subscription in your account in accordance with Section 6.2 below. (“Term” includes both the Initial Term and any renewal periods).
6.2 Right to Terminate
You may terminate this Agreement at any time during the Term in accordance with Section 2 above; however, you will not receive a refund or reimbursement of any fees paid for the current billing cycle or prior billing cycles. Upon expiration or termination of this Agreement, all rights and access granted to you herein will automatically terminate and you and your personnel will cease to use the Sqzd.li Services and return all Confidential Information (as defined below) of Sqzd.li or, if Sqzd .li instructed to destroy. Any portion of this Agreement that by its nature would survive such expiration or termination date will remain in effect.
6.3 Termination rights for personal customers in Germany (consumers) - see also Section 14.
7. CONFIDENTIALITY
Confidential information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as the "Confidential Information" of the Disclosing Party). party). Sqzd.li Confidential Information includes non-public information about features, functionality and performance of the Service, as well as all pages and materials on the Sqzd.li website that are accessible only after logging in. Your Confidential Information is limited to non-public information that you have provided in writing to Sqzd.li to enable the provision of the Services. The Receiving Party agrees to: (i) take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in providing the Services or as otherwise permitted herein) or disclose to any third party such Confidential Information. The Disclosing Party agrees that the foregoing with respect to information after five (5) years of disclosure or information that the Receiving Party can document (a) is generally in the public domain, (b) was already in its possession, or was known to it prior to receipt from the Disclosing Party, (c) was lawfully disclosed to it without restriction by a third party, (d) was independently developed through use of information other than using the Disclosing Party's Proprietary Information, or ( e) must be disclosed by law. The parties hereby agree that a violation of this Section 7 may cause irreparable harm to the Disclosing Party, and that the Disclosing Party will be entitled to seek injunctive relief in addition to any other remedies available to it at law or in equity To prevent a breach (or threatened breach) without the obligation to post a deposit.
8. PRIVACY
8.1 Data protection
You expressly acknowledge and agree that it is your responsibility to comply with all data protection laws and regulations (including but not limited to the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), California Privacy Rights Act ( CPRA), Colorado Privacy Act (CoPA), as well as other privacy laws that may come into effect from time to time), rules and conditions relating to any personal information you provide for the purposes of the Service regardless of the country/state in which you residents must be observed. The foregoing includes, but is not limited to, compliance with the terms and limitations relating to your use of customer/contact databases and compliance with applicable privacy policies and cookie policies.
8.2 Data processing
If Sqzd.li processes personal data as a processor on your behalf and applicable law requires the parties to enter into a Data Processing Agreement (DPA) for such data processing, the DPA attached to these Terms of Use as Appendix A will apply. In such case, the DPA set forth in Appendix A will be incorporated into and form an integral part of this Agreement.
8.3 Data protection
Sqzd.li may collect and process personal data about you and/or your personnel and/or other representatives in connection with the Service. Such processing is described in Sqzd.li's privacy policy. Sqzd.li may share such information with its partners, suppliers and service providers, including, but not limited to, providing research, analysis, support, security, anti-fraud, spam prevention, advertising and/or email marketing, for purposes of processing of transactions or to ensure compliance with this Agreement. You consent to this collection, use, processing and disclosure of your information in accordance with the terms of our Privacy Policy and applicable laws.
9. REPRESENTATIONS AND WARRANTIES
9.1 Warranties for Content
You represent and warrant that your Content and any information you provide in connection with the Services, and the receipt, collection, use and provision of such information: (i) will not and will not violate the rights of any third party, including but not limited to to intellectual property, data protection and personal rights; (ii) comply with all applicable laws, rules and regulations, and self-regulatory guidelines and requirements, including, but not limited to, privacy and data security laws, unsolicited communications, unfair or deceptive practices, or trade or export restrictions of the United States ("Laws"); (iii) has all necessary consents, approvals or other authorizations or permissions for use and complies with applicable privacy policies and third-party terms and conditions; and (iv) does NOT contain any personally identifiable information or persistent identifiers of anyone under the age of 16.
9.2 Other warranties
You further represent and warrant that (i) you have implemented or contracted for industry-standard security measures to protect the security and integrity of the Sqzd.li Services, your Content and your Services and to prevent unauthorized access; (ii) you will not do anything that subjects the Sqzd.li Services to an open source or similar license that creates an obligation to grant rights in the Sqzd.li Services; (iii) you will not disrupt, disable, delete, alter, damage, impair or otherwise interfere with the Sqzd.li Services in any way; (iv) in the event of a security incident or unauthorized access to the Sqzd.li Services, Your Content and/or Your Services, you will immediately investigate such incident and notify Sqzd.li in writing and, unless otherwise notified by Sqzd.li, any necessary take action to resolve such incident and/or to comply with applicable laws and Sqzd.li's requirements, all at your expense; and (v) you, your use of the Sqzd.li Services, your Content and your Services will comply with all laws and will not infringe or violate any third party's intellectual property, privacy or publicity rights.
9.3 DISCLAIMERS
SQZD.LI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WECK, AND ANY THROUGH ANY WARRANTIES ARISING FROM DIRECTIONS OR CUSTOMER MERCHANTABILITY ARE EXPRESSLY DISCLAIMED. SQZD.LI DOES NOT WARRANT THAT: (I) THE SQZD.LI SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS OR THE SQZD.LI SERVICES WILL BE ACCURATE, ERROR-FREE OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; (III) THE SQZD.LI SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF THE USE OF THE SQZD.LI SERVICES WILL MEET YOUR REQUIREMENTS OR THE BUSINESS NEEDS OF YOUR USERS, EMPLOYEES OR CUSTOMERS; OR (V) THE SQZD.LI SERVICES WILL BE UNINTERRUPTED OR ANY INTERRUPTION WILL BE CORRECTED IN A REASONABLE TIME. YOUR USE OF THE SQZD.LI SERVICES IS ENTIRELY AT YOUR OWN RISK. FURTHERMORE, SQZD.LI MAKES NO REPRESENTATIONS OR WARRANTIES AND ASSUMES NO LIABILITY OR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO GUARANTEEING THAT YOUR USE OF THE SQZD.LI SERVICES WILL BE COMPLIANT WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES, AND YOU SHALL BE SOLELY LIABLE FOR COMPLIANCE OF THESE TERMS. SQZD.LI ASSUMES NO RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (E.G. OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR ANY HOST OR APP STORE PROVIDERS).
10. ASSUMPTION OF LIABILITY
You will defend, indemnify and hold harmless sqzd.li, its parents, subsidiaries, affiliates, and their employees, officers, directors, agents, contractors, customers, business partners, successors and assigns ("sqzd.li Beneficiaries") from any and all claims and third party actions and resulting damages, liabilities and costs (including reasonable attorneys' fees and expenses) incurred by sqzd.li Beneficiaries in connection with or directly or indirectly in connection with (a) your Content, your Services; (b) your violation of Section 5.3 or violations of any law; and/or (c) any allegations of intellectual property infringement, privacy infringement or invasion of privacy rights relating to your Content, your Services or the combination of the sqzd.li Services with a product, service or other material not sqzd.li was provided. sqzd.li will promptly notify you of any claim for which it seeks compensation; however, a delay in notice will not affect your liability to pay compensation unless it places you at a material disadvantage. You have sole control of the defense of any claim under this Section, except that sqzd.li may approve any attorney you use and participate in the defense, at your own expense. All compensation agreements require the prior consent of sqzd.li.
11. LIMITATION OF LIABILITY
11.1 LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY IN CONNECTION WITH THE sqzd.li SERVICES OR THIS AGREEMENT WITH RESPECT TO ANY CLAIM RELATING TO:
(I) ANY LOST PROFITS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER CAUSED;
(II) BUGS, VIRUSES, TROJAN HORSES OR SIMILAR HARMFUL SOFTWARE (REGARDLESS OF ORIGIN);
(III) ANY PERMANENT OR TEMPORARY SUSPENSION OF THE PROVISION OF THE sqzd.li SERVICES;
(IV) THE DELETION, CORRUPTION OR FAILURE TO STORE ANY CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY YOU THROUGH YOUR USE OF THE sqzd.li SERVICES;
(V) YOUR FAILURE TO PROVIDE ACCURATE ACCOUNT OR OTHER INFORMATION to sqzd.li;
(VI) ANY LIABILITY ARISING FROM YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT INFORMATION SECURE AND CONFIDENTIAL; OR (VII) YOUR FAILURE TO ACCESS THE sqzd.li SERVICES DUE TO MALFUNCTIONS IN THE EQUIPMENT, INFRASTRUCTURE, SYSTEM OR THE NETWORK YOU USE.
11.2 EXCEPT FOR YOUR OBLIGATIONS UNDER SECTION 10, IN NO EVENT SHALL EACH PARTY'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY ENDING YEAR, STARTING FROM THE EFFECTIVE DATE OF ANY ORDER FORM OR FROM THE FIRST USE OF THE SERVICE, WHICHEVER FIRST, EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES RECEIVED BY sqzd.li FOR THE SERVICES WITHIN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
12. GOVERNING LAW, JURISDICTION AND DISPUTES
12.1 For US and non-EU customers:
12.1.1 This Agreement and the transactions related hereto shall be governed by the Federal Arbitration Act and the laws of the State of New York, without regard to its conflict of law provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods. To the extent any dispute between us is not subject to the arbitration provisions set forth herein, the parties consent to the exclusive jurisdiction of the state and federal courts located in the District of Manhattan in the City of New York to resolve such dispute.
12.1.2 Deadline for filing a lawsuit. To the maximum extent permitted by law, you agree that any claim or dispute arising out of or related to use of the sqzd.li Services or this Agreement shall be filed within one (1) year after such claim arose or such a lawsuit must be brought, otherwise they are excluded forever.
12.1.3 Arbitration of Disputes; Class Action Waiver. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") shall be finally settled in arbitration under the rules of the International Chamber of Commerce by one or more arbitrators appointed in accordance with ICC Rules. In arbitration, an arbitrator will decide any dispute, and neither of us will have the right to bring an action in court or to require a judge or jury to decide a dispute. Each of us further agrees that any disputes regarding the scope of this arbitration provision and disputes as to whether a claim should be arbitrated shall be submitted to the arbitrator for determination. If an in-person arbitration hearing is required, the venue for such hearing will be (i) in the borough of Manhattan in the City of New York, or (ii) if you are a consumer, then, at your option, in either the borough of Manhattan in the City New York or the “metropolitan statistical area” (as defined by the U.S. Census Bureau) in which you reside at the time the dispute is submitted for arbitration. Nonetheless, you and we reserve the right to seek relief in small claims court if any dispute falls within the jurisdiction of such court. Further, we each agree that any dispute will be resolved on an individual basis, and each of us is waiving the right to participate in a class action, consolidated action or other joint or consolidated proceeding with respect to any dispute. This arbitration and class action waiver provision shall survive termination of this Agreement.
12.2 For EU customers
12.2.1 This agreement and the transactions related hereto are subject to the laws of the Federal Republic of Germany, excluding its conflict of law provisions and excluding the UN Convention on Contracts for the International Sale of Goods.
12.2.2 Except as provided in the paragraph below, you and we agree that any dispute or claim arising under this Agreement shall be subject to the exclusive jurisdiction of the German courts. In such cases, you and we consent to the personal jurisdiction of the courts located in Berlin and waive all objections to the exercise of jurisdiction over the parties by such courts and to the venue of such courts.
12.2.3 Mandatory Arbitration of Disputes. We both agree that all disputes will be resolved exclusively through binding, individual arbitration and not in any class, representative or consolidated proceeding or proceeding. Any dispute arising out of or in connection with the Agreement shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The venue for such proceedings will be in Berlin, Germany.
12.2.4 The European Commission provides an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr/. We are not obliged and will not take part in an alternative dispute resolution procedure before a consumer arbitration board.
13. MISCELLANEOUS
13.1 Relationship of the Parties
The parties are independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent or representative of the other party, or both parties as shareholders or partners for any purpose.
13.2 Entire Agreement and Severability
This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the parties with respect thereto, including any nondisclosure agreements signed between the parties, and may only be modified by an express written agreement between the parties. Without the foregoing limitation, any additional or conflicting terms and conditions set forth in an order confirmation, invoice or similar document will not be binding.
13.3 Force Majeure
Except for fees due herein, neither party shall be liable for any delay in performance or failure to perform its obligations hereunder if such delay or failure results from causes beyond its reasonable control, including, but not limited to, cyberattacks, mechanical, electronic or communications failures, force majeure , terrorism, war, natural disasters, telecommunications or transportation failures or third party service providers or suppliers (e.g. host or app store providers), or labor disputes.
13.4 Transfer
Except in a transfer to an affiliate or in the event of a merger, acquisition or other change of control, neither party may assign this Agreement without the prior written consent of the other party, and any attempt to do so will be void. This Agreement will be binding upon all permitted successors and assigns.
13.5 Notifications
Except as otherwise provided in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given if personally delivered; if transmitted by email, when sent; or the day after dispatch if sent for next day delivery by a recognized express service.
13.6 Headings
Interpretation. The section and paragraph headings in this Agreement are for convenience only and shall not affect its interpretation. Any use of “including,” “for example,” or “such as” in this Agreement shall be read to be accompanied by “without limitation.”
13.7 Export
The parties must comply with all applicable export and import control laws and regulations, and in particular shall not export or re-export the sqzd.li Services without all necessary licenses from the governments of the United States and other countries.
13.8 General
The failure of sqzd.li to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of such right or provision. The waiver of any such right or provision will be effective only if made in writing and by a duly authorized representative of sqzd.li. Except as expressly set forth in this Agreement, the exercise by either party under these Terms will be without affecting its other rights under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
13.9 Public Relations
You grant sqzd.li the right to use your brand/company name and/or logo in marketing, advertising or publicity materials to identify you as a satisfied customer.
14. GERMAN PRIVATE USERS
Widerrufsbelehrung
Diese Widerrufsbelehrung gilt nur für Verbraucher (ausschließlich private Nutzung der sqzd.li-Produkte) und bei Vertragsschluss mit der Eyepoint United UG(Haftungsbeschränkt). Widerrufsrecht Sie haben das Recht, binnen vierzehn Tagen ohne Angaben von Gründen einen Vertrag zu widerrufen. Die Widerrufsfrist beträgt vierzehn Tage ab dem Tag des Vertragsschlusses. Sie können die Widerrufserklärung via e-Mail (hello at sqzd.li) übermitteln. Machen Sie von dieser Möglichkeit Gebrauch, so werden wir Ihnen unverzüglich (z. B. per E-Mail) eine Bestätigung über den Eingang eines solchen Widerrufs übermitteln. Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden. Folgen des Widerrufs Wenn Sie diesen Vertrag widerrufen, haben wir Ihnen alle Zahlungen, die wir von Ihnen erhalten haben, einschließlich der Lieferkosten (mit Ausnahme der zusätzlichen Kosten, die sich daraus ergeben, dass Sie eine andere Art der Lieferung als die von uns angebotene, günstige Standardlieferung gewählt haben), unverzüglich und spätestens binnen vierzehn Tagen ab dem Tag zurückzuzahlen, an dem die Mitteilung über Ihren Widerruf dieses Vertrages bei uns eingegangen ist. Für diese Rückzahlung verwenden wir dasselbe Zahlungsmittel, das Sie bei der ursprünglichen Transaktion eingesetzt haben, es sei denn, mit Ihnen wurde ausdrücklich etwas anderes vereinbart; in keinem Fall werden Ihnen wegen dieser Rückzahlung Entgelte berechnet.
Muster-Widerrufsformular
Wenn Sie den Vertrag widerrufen wollen, dann füllen Sie bitte dieses Formular aus und senden Sie es zurück. An Eyepoint United UG Brüsseler Str.78a 50672 Köln Hiermit widerrufe(n) ich/wir () den von mir/uns () abgeschlossenen Vertrag über den Kauf der folgenden Waren ()/ die Erbringung der folgenden Dienstleistung () Bestellt am () /erhalten am () Name des/der Verbraucher(s) Anschrift des/der Verbraucher(s) Unterschrift des/der Verbraucher(s) (nur bei Mitteilung auf Papier) Datum (*) Unzutreffendes streichen Hinweis zum vorzeitigen Erlöschen des Widerrufs Wir weisen darauf hin, dass bei Verträgen über die Lieferung von nicht auf einem körperlichen Datenträger befindlichen Daten, die in digitaler Form hergestellt und bereitgestellt werden (digitale Inhalte) Ihr Widerrufsrecht vorzeitig erlischt, wenn Sie ausdrücklich zugestimmt haben, dass sqzd.li mit der Ausführung des Vertrags vor Ablauf der Widerrufsfrist beginnt, und Ihre Kenntnis davon bestätigt haben, dass Sie durch Ihre Zustimmung mit Beginn der Ausführung des Vertrags Ihr Widerrufsrecht verlieren.
English Version for Convenience Only
Cancellation Right for Personal Users of our Service in Germany. This cancellation policy is only applicable to you if you are a consumer (personal/non-business use of the sqzd.li Service only) and are contracting with Eyepoint United UG (Haftungsbeschränkt). You have the right to cancel this contract within fourteen days for any reason. The withdrawal period is fourteen days from the date of the conclusion of the contract. To exercise your right of withdrawal, you must inform us – Eyepoint United UG, Brüsseler Str.78a, 50672 Cologne – Germany – of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or e-mail). To comply with the revocation period, it is sufficient that you send the notice of exercise of the right of revocation before the expiry of the revocation period. Consequences of the revocation If you revoke this contract, we shall reimburse you all pre-payments we have received from you for services not yet received by you, without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
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