Passquare Offer

LICENSE AGREEMENT

FOR THE USE OF THE DIGITAL CARD SERVICE PASSQUARE

Version 4.0.1

1. GENERAL PROVISIONS
1.1. This Agreement (hereinafter referred to as the "Agreement") is a public offer agreement addressed to an indefinite circle of persons. The Agreement is posted by the Copyright Holder on the Internet and is available for public access. By registering an account on the Service, the User unconditionally agrees to all the terms of the Agreement. The acceptance of this offer is the registration of an account on the Service.
1.2. The parties to the Agreement are: PASSQUARE s.r.o., CZ22395873, Utulna 506/17, 108 00 Prague, Czech Republic, (hereinafter referred to as the "Copyright Holder"), and the User:
• or an Individual who, prior to using the Service, has reached the age of 18, has not been deprived or limited in legal capacity, has the right to assume civil obligations on his own behalf and bear independent responsibility;
• or a legal entity;
• or an Individual Entrepreneur.
1.3. The User is obliged to fully familiarize himself with the Agreement before registering an account. The User bears the risk of not familiarizing himself with the provisions of the Agreement.
1.4. An expression of agreement with the terms of the Agreement (acceptance of this public offer) is the affixing of the “⩗” sign in the field “I have read and agree with the terms”. In addition, the acceptance of this offer is also considered the payment by the User of a license fee in accordance with the selected Tariff plan.
1.5. If the User commits any of those listed in clause 1.4. Agreement of actions for the acceptance of this offer, this means the full and unconditional acceptance of the terms of the Agreement.
1.6. If the User disagrees with any of the provisions of this Agreement, he is obliged to immediately stop using the Service. If the User needs clarification of certain provisions of the Agreement, before performing the actions provided for in clause 1.5. of the Agreement, he is obliged to contact the Copyright Holder with a request to clarify such provisions. The User bears the risk of accepting conditions that, for one reason or another, were not clear to the User.

2. TERMS AND DEFINITIONS
2.1. Website of the Copyright Holder - an Internet site located at https://passquare.com and its subdomains.
2.2. The right holder is PASSQUARE s.r.o., CZ22395873.
2.3. User - An individual who, prior to using the Service, has reached the age of 18, has not been deprived or limited in legal capacity, has the right on his own behalf to assume civil obligations and bear independent responsibility, or a Legal Entity, or an Individual Entrepreneur, who accepted all the terms of the Agreement and entered into an Agreement with the Copyright Holder on the terms of this Offer.
2.4. Account (Personal Account) - a User account provided to the User by a closed area of the Site with a set of individual settings and tools.
2.5. Login - a unique combination of Latin letters and numbers independently chosen by the User, intended for identification on the Site and further access to its resources, paid services and management of the Personal Account.
2.6. Service (Passquare Service https://my.passquare.com) is a software package for providing access to digital card servicing on the https://passquare.com resource and its subdomains.
2.7. Tariff plan - the amount of the license fee corresponding to the scope of the functionality of the Service determined by the Copyright Holder and the period of use of the Service. All Tariff plans available to the User are posted on the website of the Copyright Holder at: https://passquare.com/pricing.
2.8. E-mail - for the Copyright Holder: hello@passquare.com; for the User: the address specified when registering the Account. Each of the Parties undertakes to provide its own access to e-mail sufficient to receive the necessary notifications under this Agreement.
2.9. Registering an Account (creating an Account) on the Service - filling out the form at https://my.passquare.com/#/signup.

3. SUBJECT OF THE AGREEMENT
3.1. The subject of the Agreement is the provision by the Copyright Holder to the User of a simple non-exclusive license to use the Site and the Service in the manner and on the terms provided for in the Agreement.
3.2. Account setup is not included in the cost of the Tariff Plan. All account settings must be configured by the User independently.
3.3. The Copyright Holder may provide account setup services for an additional fee or on a deposit basis.
3.4. The exclusive right to the Site and the Service belongs to the Copyright Holder and is retained by him after the conclusion of the Agreement.
3.5. The territory of using the Service under the Agreement is not limited.

4. SCOPE OF THE LICENSE
4.1. A simple non-exclusive right to use the Service under the Agreement includes the User's right to use the Service for a period of time and to the extent of functionality provided for by the Tariff Plan paid by the User.
4.2. The User is given the opportunity to change the settings of the Service, within the limits available to the User in the Personal Account.
4.3. The User is NOT entitled to:
4.3.1. Get access to the source code of the Site and the Service, edit and / or study the source code of the Site and the Service, open the technology of the Site and the Service.
4.3.2. Use the Service to commit illegal actions, including, but not limited to: spamming, sending threats and insults, spreading false advertising, calling for violent actions.
4.3.3. Copy, reproduce the Site and the Service or their individual elements.
4.3.4. Place in the Service and / or by using the Service files of viruses and other malicious programs, distribute malicious programs by using the Service.
4.3.5. Attempt to bypass the technical restrictions set in the Service.
4.3.6. Publish the Service, allowing third parties to copy it.
4.3.7. Provide access to the Service for temporary use to third parties in order to make a profit.
4.4. The results of using the Service by the User, including all types of primary data entered in accordance with clause 6.1. Agreements, or obtained as a result of the operation of the Service, belong to the User.

5. PROCEDURE FOR TRANSFER OF RIGHTS
5.1. To use the Service, the User must complete the Account Registration procedure.
5.2. When filling out the registration form, the User undertakes to provide accurate and complete information.
5.3. To complete the registration procedure, the User must confirm acceptance of the terms of the Agreement by placing the “⩗” sign in the field “I have read and agree with the terms”.
5.4. The registered user is granted access to the Personal Account, as well as a mechanism for accessing it, which excludes the possibility of unauthorized use of this account, using an individual login and password.
5.5. From the moment the User receives the access parameters to the Personal Account, a simple non-exclusive right to use the Service is considered transferred by the Copyright Holder and received by the User.

6. ORDER OF USE OF THE SERVICE
6.1. To use the Service to manage digital cards of the Apple Wallet standard, the User needs his own (belonging directly to the User) paid Apple Developer account and a Pass Type ID certificate.
6.2. To use the Service to manage Apple Wallet digital cards with NFC support, the User needs his own (belonging directly to the User) paid Apple Developer account and a Pass Type ID with NFC certificate.
6.3. To use the Service to manage Google Wallet Passes digital cards, the User needs his own (owned directly by the User) Gmail mail or his own (owned directly by the User) Google Merchant Issuer ID from the Google Merchant Center.
6.4.The rules for the use of the relevant certificates (accounts) are established by the relevant acts of the persons issuing these certificates (serving these accounts). The User bears the risk of not familiarizing the User with the acts that govern the rules for using the respective accounts/certificates.
6.5. The Copyright Holder is not responsible for the User's misinterpretation of the rules for using the relevant certificates (accounts).
6.6. The User is warned that the persons issuing (maintaining) the relevant certificates (accounts) may set their own restrictions, the risk of not knowing which is borne by the User.
6.7. If the User does not meet the requirements established for the use of the relevant certificates (accounts) and if the User has already accepted this offer, the Copyright Holder does not return the amount of the license fee paid to him.
6.8. Using the Service without the appropriate certificates (accounts, identifiers) is impossible. If it is impossible for the User to fulfill the obligations assigned to him, provided for in clauses 6.1.-6.3. he is obliged to immediately stop using the Service.

7. RIGHTS AND OBLIGATIONS OF THE PARTIES
7.1. The right holder has the right:
7.1.1. Expand and refine the functionality of the Service without obtaining the consent of the User, update the Service.
7.1.2. Make changes to the Tariff plans without prior agreement with the User. The new Tariff plans do not apply to the Subscription paid by the User before the effective date of the new Tariff plans. The entry into force of new tariff plans does not entail an automatic change in the Tariff Plan of the User who subscribed before the entry into force of the new tariff plans.
7.1.3. Block access to the Service if the User violates the terms of this Agreement, violates the law, or at the request of a court or other competent authorities of the Czech Republic.
7.1.4. Delete information posted by the User using the Service if it violates the requirements of the legislation of the Czech Republic and / or the terms of this Agreement, as well as in the event of a request from third parties confirming that the posted information violates their rights.
7.1.5. Request additional information from the User: certificates or licenses, as well as additional contact information, if there is reason to believe that the User is violating the norms of the current legislation of the Czech Republic, or if the Copyright Holder receives a corresponding request from law enforcement agencies. If the User refuses to provide the specified information, the Copyright Holder has the right to prohibit the User from accessing the Service until the end of the paid period.
7.1.6. Place the results of intellectual activity (logos, images) and means of individualization belonging to the Copyright Holder (trademark, commercial designation), as well as an active link with a description to the Site https://passquare.com and its subdomains on web pages and digital cards issued with using the Service.
7.2. The right holder undertakes:
7.2.1. Grant the User a simple non-exclusive right to use the Service.
7.2.2. Inform the User about significant improvements and changes in the Service, as well as about changes in the conditions for transferring rights to use the Service by e-mail or posting on the Copyright Holder's website https://passquare.com and its subdomains.
7.2.3. Inform the User about changes in the Tariff Plans by e-mail or posting on the Copyright Holder's website https://passquare.com and its subdomains.
7.2.4. Ensure the operation of the Service and the User's access to the Service, subject to the User's compliance with the terms of the Agreement.
7.3. The User has the right:
7.3.1. Get a simple non-exclusive right to use the Service to the extent stipulated by the Agreement.
7.3.2. Independently choose and switch to the Tariff plan from those available for selection in your personal account.
7.3.3. Cancel the Subscription in the manner prescribed by the Agreement.

7.3.4. The User has the right to submit suggestions and proposals to the Copyright Holder for improving and enhancing the functionality of the Service. Such suggestions and proposals do not oblige the Copyright Holder to implement them. Implementation of these suggestions may be carried out on a deposit basis, which serves as a task prioritization method. Implementation without a deposit is possible; however, in this case, the Copyright Holder does not commit to any specific timelines.
7.3.5. If the Copyright Holder makes changes to the Tariff Plans, the User who subscribed before the entry into force of the new Tariff Plans has the right to continue using the Service on the terms provided for by the current Tariff Plan of the User during the paid period.
7.4. The User undertakes:
7.4.1. Independently ensure the technical possibility of using the Service, including:
• access to the Internet;
• the presence on the computer or phone of the User, from which the Service is accessed, software for viewing Internet sites.
7.4.2. Independently provide technical support to its customers without the participation of the Copyright Holder.
7.4.3. Timely pay the license fee in the amount and within the terms provided by the User's Tariff Plan.
7.4.4. Do not disclose or transfer to third parties your identification data, which can be used to authorize the User in the Personal Account on the Site.
7.4.5. Provide complete and accurate information when registering on the Site. In case of changes in contact details and other essential information, promptly notify the Copyright Holder about this by e-mail hello@passquare.com.
7.4.6. Be fully responsible for any content of information posted in the Personal Account on the Site, including text, graphics and other materials posted by the User on the Site.

8. PROCEDURE FOR PAYMENT
8.1. All settlements of the Parties under the Agreement are made in Euro.
8.2. The amount of the license fee is determined on the basis of the Tariff plan chosen by the User and the period of use of the Service. When registering an Account, the User selects a Tariff plan from those available for selection in the personal account.
8.3. When connecting to the Service, the User is provided with a demo period to study the Service. The possibilities of the demo period, the conditions of the demo period and the duration of the demo period depend on the selected Tariff and are displayed in the personal account. During the demo period, API integration and synchronization with CRM is not available.
8.4. Providing access to the Service after the end of the demo period is carried out on the basis of an advance payment of funds.
8.5. The amount of the license fee within each Tariff can be changed by the Copyright Holder, in this case, from the moment of changing the amount of remuneration within the User's Tariff, the User pays the license fee in accordance with the updated Tariffs.
8.6. The Copyright Holder has the right, at its discretion, to introduce new Tariffs and convert existing Tariffs to archive ones. In this case, the User retains his Tariff until the User himself explicitly wishes to change the Tariff or the Tariff expires.
8.7. Payment of the license fee is carried out by online payments from a personal account or by bank transfer using the details specified in invoice.

9. DOCUMENT MANAGEMENT
9.1. The Parties agree that the services of access to the Service under the Agreement are considered provided from the moment the payment is received to the account of the Copyright Holder, signing of the Acts is not required.
9.2. The Copyright Holder does not provide or sign Reconciliation Acts; the entire payment history is available in the User’s personal account.
9.3. Provision of the certificate of the tax-payer's residence by the Copyright Holder is not mandatory. However, such a certificate may be provided for an additional fee. The cost of providing the certificate must be clarified with the support team.

10. CANCELING THE SUBSCRIPTION
10.1. The end-customer must be notified 7 days in advance and have the opportunity to opt out.
10.2. The User has the right to unilaterally refuse to renew the Subscription by not paying the license fee for the next period. At the same time, the amount for the paid period is non-refundable, the User has the right to use the service until the end of the paid period, there is no possibility to cancel the paid period.
10.3. If the balance drops to zero, the provision of access to the Service is suspended - the issued digital cards are not serviced, the form for issuing new cards is disabled, synchronization with CRM is disabled, data export is disabled, and the API is disabled.
10.4. To restore access to the Service after the balance is reduced to zero, the User needs to replenish the account. However, activation of access to the Service may take up to 24 hours.
10.5. 30 days after the balance is reduced to zero and if the User does not replenish the balance, all User data (including the User account) may be deleted from the system without the possibility of recovery.
10.6. There is no possibility of temporary suspension of access to the Service. In the event that access to the Service is stopped at the User's request, all User data (including the User's account) is deleted from the system without the possibility of recovery, and no refund for the paid period is made.

11. RESPONSIBILITIES OF THE PARTIES
11.1. Under no circumstances shall the Copyright Holder be liable for direct or indirect damage caused to the User during the period of use or if it is impossible to use the Service, in particular, incurred as a result of the User's misinterpretation of the provisions of the Agreement and / or other documents of the Service, as well as errors, omissions, interruptions in operation, deletion of files, changes in functions, defects, delays in the operation of data transfer, attacks, vulnerabilities, leaks and any other events.
11.2. The User assumes full responsibility for the results of his actions in the Service, as well as for the actions in the Service of third parties to whom the User has granted access, including, but not limited to: setting up the Service, working with data, working with templates.
11.3. The Copyright Holder is not responsible for the User's actions on the Service and does not guarantee the correction of the results of the User's actions.
11.4. The Copyright Holder is not responsible for the impossibility of using the Service by the User for reasons beyond the control of the Copyright Holder, including the loss of certificates (accounts, identifiers) provided for in clauses 6.1.-6.3. Agreements.
11.5. The Copyright Holder is not responsible for the content of information posted by the User using the Service, published in text, graphic, multimedia and other formats.
11.6. The User bears the responsibility stipulated by the legislation of the Czech Republic for the placement of any materials, including advertising materials and materials that are the object of copyright, as well as means of individualization, including, if the right to post such materials (means of individualization) to the User is authorized to do so was not provided by the person even if the placement of such materials (means of individualization) by the User on the Service is a violation of the law.
11.7. The Copyright Holder is not responsible for the quality of access to the Service via the Internet. If the technical capabilities of the Service do not meet the needs of the User, he may stop using the Service, while the funds spent are not returned or compensated in any other way.
11.8. The User is responsible for the safety of the access parameters that provide the User's access to the Service and for losses that may be caused due to unauthorized use of his access.
11.9. The User is responsible for the procedure for conducting his business transactions using the Service, independently decides on the need to register a business entity and acquire all necessary certificates, licenses, permits and other similar documents.

12. VALIDITY OF THE AGREEMENT
12.1. The Agreement comes into force from the moment the User starts using the Service (from the moment the Account is registered) and is valid for 1 (one) calendar year. The term of the Agreement is automatically extended for 1 (one) calendar year in the event that before the expiration of the Agreement, neither Party declares its termination.
12.2. The User acknowledges and agrees that the Copyright Holder may at any time restrict the User's access to the Service and terminate the Agreement unilaterally if the User violates the terms of the Agreement or the laws of the Czech Republic.
12.3. The right holder has the right to make changes to the Agreement at any time. The current version of the Agreement is always available for review at https://passquare.com/offer. The User undertakes to check the text of the Agreement for changes. Continued use of the Service after making changes and / or additions to the Agreement means the acceptance and consent of the User with such changes and / or additions.
12.4. In case of violation by the User of the terms of the Agreement, in particular: violation by the User of the conditions on the scope of the license in accordance with section 4 of the Agreement, as well as violation by the User of the rights and legitimate interests of the Copyright Holder, guilty infliction of losses by the User to the Copyright Holder, the Copyright Holder has the right to terminate the Agreement ahead of schedule and immediately block access to the Service with prior by notifying the User no later than the Blocking date. In this case, the refund of the amount of the license fee for the period of blocking the Account is not made.
12.5. If the User refuses to further execute the Agreement, the Copyright Holder has the right to delete all User data associated with his Account, and the Account itself, after 30 days from the end of the last paid period.
12.6. The Copyright Holder has the right to refuse to fulfill obligations under the Agreement by sending a notice to the User no later than 60 (sixty) days before the planned date of termination.

13. FORCE MAJOR
13.1. The Copyright Holder is released from liability for full or partial failure to fulfill obligations under the Agreement, if such failure is the result of force majeure (“force majeure”), that is, extraordinary and unavoidable circumstances by the Parties under these conditions, including mass riots, prohibitive actions of the authorities, natural disasters, fires, catastrophes and other force majeure circumstances, as well as:
• Interruptions in power supply;
• Global interruptions in the work of the Internet;
• Failures of routing systems;
• Failures in the distributed domain name system;
• Failures caused by hacker and DoS/DDoS attacks, as well as other illegal actions of third parties.
13.2. The Copyright Holder undertakes, if it is technically feasible, to notify the User by e-mail about the occurrence of force majeure circumstances within 7 (seven) days from the moment they occur.
13.3. If, as a result of force majeure circumstances, the Copyright Holder is deprived of the opportunity to fulfill its obligations under the Agreement for 3 or more months, then the Agreement is considered terminated without compensation for losses.

14. SETTLEMENT OF DISPUTES
14.1. The User's claims regarding the operation of the Service are accepted by e-mail hello@passquare.com no later than 3 (three) working days from the moment the incident occurred. The deadline for responding to a claim is 30 calendar days from the date of its acceptance. Acceptance of a claim means a response letter stating that the claim has been accepted.
14.2. The Copyright Holder has the right to enter into correspondence with the User in order to clarify the nature and causes of claims.
14.3. Non-receipt of a response to your request within three days The Copyright Holder has the right to regard as a withdrawal of the claim.
14.4. In the event of any disputes or disagreements related to the execution of this agreement, the parties will make every effort to resolve them through negotiations between the parties.
14.5. Pre-trial dispute resolution procedure is mandatory. The deadline for responding to a claim is 30 calendar days from the date of its acceptance. Acceptance of a claim means a response letter stating that the claim has been accepted.
14.6. If it is impossible to resolve disputes and disagreements through negotiations, their resolution and consideration is carried out in court at the location of the Copyright Holder in accordance with the current legislation of the Czech Republic.

15. ADDITIONAL TERMS
15.1. The relations of the Parties under the Agreement are governed by the current legislation of the Czech Republic.
15.2. The Agreement supersedes all previous understandings and agreements between the Parties relating to their relationship in connection with this Agreement (any previous agreements and agreements cease to be valid and become invalid).
15.3. Any new arrangements and agreements come into effect only if they are included in this Agreement and only after the User accepts the updated offer.
15.4. The Copyright Holder does not guarantee the provision of a simple non-exclusive right to use the Service if any errors were made during payment. The correct data for the payment is indicated in the invoice, which is issued by the Service at the request of the User.
15.5. The User agrees to receive additional information and newsletters from the Copyright Holder at the address and telephone number specified during registration on the Copyright Holder's website. Information and mailing lists may contain information about changes and improvements to the Service, changes in Tariff Plans, other products and services offered by the Copyright Holder, announcements of the Copyright Holder's profile events.

16. DETAILS
PASSQUARE s.r.o., CZ22395873
Utulna 506/17, 108 00 Prague, Czech Republic
Bank: WISE EUROPE S.A, BIC: TRWIBEB1XXX
IBAN (EUR): BE67 9051 7833 2887
Bank address: Rue du Trone 100 3rd floor, 1050, Brussels, Belgium
E-mail: hello@passquare.com