TERMS OF USE

1. Definitions

In addition to terms defined in-line throughout this Agreement, the following capitalized terms have the following meanings:

1.1. Parties & Users

“Enterprise”: the legal entity or sole proprietor which is the licensee of our Services, and Party to this Agreement.

“Party” or “Parties”: PAQR and/or the Enterprise.

“User”: Any individual accessing the Services, including:
– “Enterprise User”: An individual managing a Workspace on behalf of an Enterprise.
– “Workspace User”: An individual accessing a shared Workspace by permission of an Enterprise User under the Enterprise’s license.
– “End User”: An individual accessing the Services based on a lawful license.

1.2. Services & Technology

“Services”: All websites (including paqr.com and its subdomains), mobile/desktop apps, APIs, cloud products, software, and support services provided by PAQR, in both free and paid versions, including all updates and future developments.

“PAQR Content”: All features, technical resources, data, software, designs, images, logos, and any other (interactive) elements and content provided by PAQR within the Services.

“Workspace”: The organizational data environment within the Services. A default Workspace is created upon an Enterprise User’s sign-up, and a single User Account can join or create multiple Workspaces.

“User Account” (or “PAQR Account”): The unified authentication profile (e.g., password, SSO, social log-in) required to access the Services and create User Content.

1.3. Customer Data & IP

“User Data”: All data entered by or collected from any User, through the Services, especially personally identifiable Information, and generally, all information provided to PAQR so that we can fulfil the terms of this Agreement and provide access to the Services (e.g., company name, billing address, taxpayer ID number, VAT registration number, contact name, email address and information).

“User Content”: All information, content, or data entered, recorded, stored, processed, controlled, disclosed, transmitted, or collected through the Services by any User.

“Intellectual Property Rights”: All global registered and unregistered proprietary rights, including patents, copyrights, trademarks, trade secrets, and know-how.

“Confidential Information”: Any non-public information disclosed by one Party to the other in connection with this Agreement, whether in written, electronic, oral or other form, that is marked as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) was lawfully known prior to disclosure, (c) is independently developed without reference to the disclosing party’s information or (d) is lawfully obtained from a third party without restriction.

1.4. Subscriptions & Billing

“Subscription Plan”: The mandatory plan required to access the Services. Subscription Plans can be offered either as a “Free Plan” or as a paid plan (which includes “Extra Features”) with different tiers.

“Price Plan”: The schedule that outlines the various tiers of paid Subscription Plans, specifying pricing and the exact set of Extra Features and Elements included in each tier.

“Free Trial”: A limited-time, no-cost period that allows users to access and use the Extra Features of a paid Subscription Plan.

“Subscription Term”: The specific period (monthly or annual) for which an Enterprise is licensed to use a Subscription Plan, which may be followed by subsequent “Renewal Terms”.

“Elements”: The total number of data records (both active and inactive) allocated to a Price Plan. New records cannot be created unless sufficient Elements exist.

“Taxes”: All applicable sales, use, regulatory, environmental, customs, or value-added taxes (“VAT”) associated with your use of the Services, excluding taxes on PAQR’s income.

1.5. Legal & Compliance

“Law”: All applicable national, regional, or local laws, regulations, and directives governing the use of the Services.

“Privacy Policy”: PAQR’s data protection policy, available at https://paqr.com/privacy.

2. Acceptance, Parties, and Eligibility (B2B Exclusivity)

Parties & Acceptance: This Agreement governs your access to and use of all websites, applications, software, and tools provided by PAQR. By clicking “I Agree”, registering an account, or accessing any PAQR Services, you agree to be bound by this Agreement, which includes a mandatory arbitration provision and a class-action waiver.

B2B Exclusivity: The Services are intended and provided exclusively for business and commercial use. You are strictly prohibited from using the Services for personal, family, or household purposes. Consequently, no consumer protection laws apply, and you may not invoke any consumer rights.

Authority & Capacity: If you are accepting this Agreement on behalf of a legal entity, you represent and warrant that you have the full legal authority to bind that entity and its affiliates to these terms. Furthermore, you affirm that you, and any authorized users you permit to use the Services, are at least eighteen (18) years old and legally competent to enter into this contract.

Scope & Responsibility: This Agreement governs all current and future PAQR Services, including any Free Trials or free versions. You are entirely responsible and liable for ensuring that all your End Users, Workspace Users, and Enterprise Users comply with this Agreement.

3. Account Registration, Security, and Non-Transferability

Registration & Accuracy: To access the Services, you must register a User Account and provide accurate, complete, and continuously updated information. PAQR accepts no liability for errors, omissions, or losses arising from inaccurate User Data.

Credentials & Security: You must establish and strictly maintain the confidentiality and security of your login credentials (whether managed directly by us or via a supported third-party identity provider). PAQR reserves the right to reject, require changes to, or reclaim usernames. You must immediately notify PAQR at security@paqr.com if you discover any unauthorized access or use of your account.

Prohibition on Sharing: Your right to use the Services is personal to you. You are strictly prohibited from sharing, assigning, or transferring your User Account, login credentials, or access rights to any other individual or entity without PAQR’s express prior written consent.

Accountability & Liability: You bear sole and absolute responsibility for all activities, charges, damages, and Subscription Plan payments that occur under your User Account. This includes full liability for the acts or omissions of your End Users, Workspace Users, and any third parties you enable or permit to access the Services.

4. The Services, App Access, and Technical Requirements

Service Availability & Modifications: PAQR will use commercially reasonable efforts to ensure the Services are available but does not guarantee uninterrupted or error-free operation. We reserve the right to modify, suspend, upgrade, or discontinue any part of the Services at any time without liability. Unavailability may occur due to planned maintenance, force majeure, or necessary security updates. If you are dissatisfied with any modifications, your sole and exclusive remedy is to terminate your subscription.

System Requirements & Updates: You are solely responsible for obtaining and maintaining the necessary high-speed network access, compatible devices, and up-to-date software required to use the Services. PAQR does not guarantee compatibility with any specific device, network, or operating system and may discontinue support for certain platforms at its discretion. You bear all associated costs for data, hardware, or third-party software upgrades.

App Store Provisions: If you download a PAQR App, your use is additionally subject to the applicable App Store terms. The App Store provider is a third-party beneficiary of this Agreement but holds no obligation to provide maintenance, support, or warranty for the App. You are responsible for any costs and/or fees associated with updates/upgrades to your device. The owner(s) of the device onto which the App is installed may be charged by relevant mobile network operators or internet service providers for data and connectivity used by the App.

API Usage Limitations: If integrating our Services via API, you must employ efficient programming. PAQR reserves the right to throttle your API connections or suspend your account if your usage generates an excessive number of requests in a short period.

Data Location: If PAQR provides you with the option to select a data storage location, your data will only be stored and processed in that designated jurisdiction, except as required by applicable Law.

5. Intellectual Property and License Grants

PAQR’s Intellectual Property: PAQR (and its licensors) exclusively owns and retains all Intellectual Property Rights, title, and interest in and to the Services, the Platform, and all PAQR Content. This Agreement does not convey any rights of ownership in or related to the Services.

License to the Enterprise: Subject to your strict compliance with this Agreement and payment of all applicable fees under your Subscription Plan, PAQR grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services solely for your internal business purposes during the Subscription Term.

Prohibited Uses / License Restrictions: You and your Users shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services; (b) copy, modify, translate, or create derivative works of the Services; (c) rent, lease, distribute, resell, or use the Services for timesharing or service bureau purposes; (d) use the Services to store or transmit infringing, defamatory, or otherwise unlawful material, or to store or transmit malicious code or viruses; (e) interfere with or disrupt the integrity, security, or performance of the Services; (f) attempt to gain unauthorized access to the Services or its related systems; (g) use any robot, spider, scraping tool, AI agent or automated means to access or extract data from the Services; or (h) access the Services to build a competitive product or service or for benchmarking purposes.

User Content & Data Ownership: You retain all right, title, and Intellectual Property Rights in and to your User Data and User Content. PAQR claims no ownership over the data you upload into your Workspaces. PAQR does not guarantee that User Content will be indefinitely retrievable. You are solely responsible for maintaining independent backup copies of all User Content.
License to PAQR: By uploading User Content, you grant PAQR and its subcontractors a worldwide, royalty-free, non-exclusive license to host, copy, process, transmit, and display your User Content strictly as necessary to provide, secure, and improve the Services, and to fulfill our obligations under this Agreement.

No AI Training on User Content: PAQR expressly agrees that it will not use any of your audio, video, chat, screen sharing, attachments, or other communications-like User Content to train PAQR’s or any third-party’s artificial intelligence models.

Feedback: If you or your Users provide any suggestions, enhancement requests, recommendations, or other feedback regarding the Services, you hereby assign to PAQR all rights, title, and interest in such feedback, and PAQR may use it without any restriction or compensation to you.
Marketing Rights: Unless you expressly opt out in writing, you grant PAQR a non-exclusive right to use your Enterprise name and logo as a reference customer in our marketing materials and on our public website.

IP Infringement and Takedown Policy: PAQR respects the intellectual property rights of others and expects you to do the same. We will respond to clear, written notices of alleged copyright or trademark infringement. If you believe your IP rights have been violated by any User Content on the Services, please send a notice to legal@paqr.com containing: (a) your physical or electronic signature; (b) identification of the infringed work; (c) the exact location of the infringing material on the Services; (d) your contact information; and (e) a declaration that the information provided in the notice is accurate and complete, and that you are authorised to act on behalf of the owner of the IP right alleged to have been infringed. PAQR reserves the right to remove or disable access to allegedly infringing material at our sole discretion, and to terminate the accounts of repeat infringers.

6. Payment, Billing, and Taxes

Fees & Payment: You agree to pay all fees specified in your selected Subscription Plan in accordance with the applicable Price Plan. All fees are quoted and payable in USD, EUR, or CHF, determined by your billing address and specified at checkout. Except as expressly provided otherwise in this Agreement or required by Law, all payments are non-cancelable and fees paid are non-refundable.

Payment Processors: All payments are processed by a third-party payment processor engaged by PAQR. PAQR shall not be liable for any failure, delay or error in payment processing that arises from the payment processor’s own acts or omissions beyond PAQR’s reasonable control. PAQR remains responsible for ensuring that a suitable payment processing service is maintained and for resolving any payment application errors attributable to PAQR’s systems.

Payment Authorization: Any Enterprise User or Workspace User granted admin rights within the Services is deemed authorized to make purchases and execute payments using the payment method previously designated and approved by the Enterprise.

Billing Cycle & Auto-Renewal: Your Subscription Term will automatically renew for successive periods equal to the initial term (e.g., monthly or annually) unless you downgrade to a Free Plan or cancel your subscription before the end of the current billing cycle. We will undertake to send a reminder notice prior to the renewal of annual subscriptions; however, the failure to receive such a notice does not affect the validity of the renewal or your obligation to pay the subscription fees.

Plan Changes: You may upgrade or downgrade your Subscription Plan at any time. Upgrades (e.g., adding Elements or Extra Features) will be charged immediately on a pro-rata basis for the remainder of the current term. Downgrades will take effect at the end of your current Subscription Term, and no pro-rata refunds will be provided for mid-term reductions.

Legacy Plans: Users on legacy or discontinued Price Plans may continue to use them until cancellation or until PAQR discontinues support for such plans. Such legacy plans may not be upgraded or downgraded without migrating to a currently available Price Plan.

Taxes: All fees are exclusive of Taxes (including VAT, sales, or use taxes). You are solely responsible for paying all applicable Taxes associated with your purchases. If PAQR has the legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount will be invoiced to and paid by you.

Late Payments & Suspension: If any invoiced amount is not received by the due date, PAQR may, without limiting its other rights and remedies: (a) charge interest on the past due amount at the rate of 1.5% per month (or the maximum permitted by Law), and/or (b) upon no less than ten (10) business days prior written notice (which may be via email to your billing contact) specifying the overdue amount and the consequences of non-payment, suspend your access to the Services and/or Extra Features until the account is brought current. PAQR shall not be liable for any damages or loss of data resulting from a suspension in accordance with this section. You will be responsible for all costs and expenses incurred by PAQR in connection with the collection of overdue fees, including reasonable collection fees, court costs, and attorneys’ fees.

Price Changes: PAQR reserves the right to modify its Price Plans and introduce new charges upon reasonable prior written notice. Any price changes will only take effect at the beginning of your next Renewal Term.

7. Term, Termination, and Data Deletion

Term: This Agreement commences on the date you first accept it and continues until all Subscription Terms (including any Free Plans or Free Trials) have expired or have been terminated.

Termination by You: You may terminate your Subscription Plan at any time through your User Account settings. To avoid being charged for the next Renewal Term, you must cancel before the current Subscription Term ends. Termination will take effect at the end of your current billing cycle, and no refunds will be issued for the remainder of the term.

Termination by PAQR: We may suspend or terminate your access to the Services immediately and without notice if you materially breach this Agreement (including non-payment or violating use restrictions), or if you become subject to bankruptcy or insolvency proceedings. We may also terminate this Agreement for convenience by providing you with reasonable prior written notice.

Effect of Termination: Upon expiration or termination of this Agreement for any reason: (a) all licenses and access rights granted to you will immediately cease; and (b) all outstanding fees owed to PAQR will become immediately due and payable.

Data Retrieval & Deletion: You are solely responsible for exporting your User Data prior to the effective date of termination. As a courtesy, PAQR will provide you with a limited, non-exclusive right to access the Services solely for the purpose of exporting your User Data for thirty (30) days following the effective date of termination (the “Retrieval Period”), provided all outstanding fees have been paid. Following the Retrieval Period, PAQR has no obligation to maintain or provide your User Data and will delete or anonymize it in accordance with our standard data retention policies and applicable Law, unless legally prohibited.

8. Warranties, Limitation of Liability, and Indemnification

Disclaimer of Warranties: The Services and PAQR Content are provided on an “as-is” and “as available” basis, without warranties of any kind. To the maximum extent permitted by Law, PAQR expressly disclaims all express, implied, or statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. PAQR does not guarantee that the Services will be secure, error-free, uninterrupted, or free of viruses, nor does it guarantee any specific results from their use.

Exclusion of Indirect Damages: Under no legal theory (contract, tort, negligence, or otherwise) will PAQR or its Affiliates be liable to you or any third-party for any indirect, incidental, special, consequential, punitive, or exemplary damages. This includes, without limitation, loss of profits, revenues, data, business opportunities, or the cost of procuring substitute services, even if PAQR has been advised of the possibility of such damages.

Liability Cap: To the fullest extent permitted by Law, the total aggregate liability of PAQR and its Affiliates for any and all claims arising out of or related to this Agreement will not exceed the total amount you paid for the applicable Subscription Plan during the twelve (12) months immediately preceding the event giving rise to the claim.

Exceptions: Nothing in this Agreement limits or excludes PAQR’s liability for gross negligence, fraud, intentional and willful misconduct, or any other liability that cannot be legally excluded or limited under applicable Law.

Indemnification: You agree to indemnify, defend, and hold harmless PAQR, its Affiliates, licensors, and suppliers (the “Indemnified Parties”) from any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your (or your Users’) access to or use of the Services; (b) your User Content or Feedback; (c) your breach of this Agreement or violation of applicable Law; or (d) your infringement or misappropriation of any third-party Intellectual Property Rights or privacy rights. PAQR will provide prompt notice of any such claim and retains the sole right to control the defense and settlement of the claim.

No High-Risk Use: The Services are not designed or intended for use in hazardous environments requiring fail-safe performance (e.g., nuclear facilities, aircraft navigation, or life-support systems). You shall not use the Services for any such high-risk activities.

Third-Party Content: The Services may contain links to or integrations with third-party websites or services. PAQR does not endorse and is not responsible for any third-party content, and your use of such third-party services is strictly at your own risk.

9. Export Control, Anti-Bribery, and Compliance

Export Compliance & Sanctions: The Services and derived technology may be subject to export controls and economic sanctions laws of Switzerland, the United States, the European Union, and other applicable jurisdictions. You represent and warrant that you (and your Users) are not located in, under the control of, or a national/resident of any embargoed country, nor are you listed on any government restricted party lists (e.g., the U.S. Treasury Department’s Specially Designated Nationals List). You agree not to access, export, or re-export the Services in violation of any such laws.

Anti-Corruption & Anti-Bribery: You represent and warrant that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any PAQR employee, agent, or representative in connection with this Agreement. You agree to strictly comply with all applicable anti-corruption and anti-bribery laws (including, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Swiss Criminal Code, and the national anti-corruption laws of any applicable European Union Member States).

General Legal Compliance: You are strictly responsible for ensuring that your use of the Services, and all User Data processed through them, complies with all applicable laws, regulations, and industry-specific mandates in your jurisdiction.

10. Confidentiality and Data Security

Confidentiality Obligations: Each Party agrees to protect the other Party’s Confidential Information with the same standard of care it uses to protect its own (but no less than reasonable care). The receiving Party will not disclose the disclosing Party’s Confidential Information to any third party, except to its employees, agents, or advisors who need to know it and who are bound by similar confidentiality obligations.

Compelled Disclosure: If the receiving Party is legally compelled to disclose Confidential Information, it will provide the disclosing Party with prior notice (if legally permitted) and reasonable assistance in contesting the disclosure.

Aggregated Data: You agree that PAQR may de-identify and aggregate technical and usage data regarding your use of the Services. PAQR owns this aggregated, anonymous data and may use it to analyze, improve, and operate the Services, including generating industry benchmarks.
Service Generated Data: PAQR owns all rights, title, and interest in and to telemetry data, product usage data, diagnostic data, and similar data collected or generated in connection with your use of the Services.

Data Protection & Security: PAQR will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of User Data. To the extent User Data includes personal data subject to applicable data protection laws (such as the GDPR or FADP), the Parties agree that PAQR processes such data as a processor/service provider in accordance with PAQR’s Privacy Policy and the applicable Data Processing Addendum (DPA), which is incorporated herein by reference. This applies also if you process personal data of third parties using our Services.
Before activating any feature, you must ensure you have a lawful basis for processing personal data under applicable privacy law.

11. Governing Law, Dispute Resolution, and Miscellaneous

Governing Law: This Agreement is governed by the substantive laws of the Swiss Confederation, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Mandatory Arbitration & Class Action Waiver: Any dispute, controversy, or claim arising out of or related to this Agreement shall be finally resolved by binding arbitration administered by the Swiss Arbitration Centre in accordance with the Swiss Rules of International Arbitration (SRIA). The arbitration shall be conducted by a single arbitrator in Klagenfurt am Wörthersee, Austria, in the English language. To the extent permitted by applicable Law, you and PAQR agree that any dispute will be resolved solely through individual action and will not be brought as a class arbitration, class action, or any other representative proceeding. The Parties acknowledge that class action waivers are not enforceable as a matter of public policy in many EU member states and certain other jurisdictions.

Exceptions to Arbitration: PAQR explicitly reserves the right to bring the following claims before the ordinary competent courts in Klagenfurt am Wörthersee, Austria (or at your domicile): (a) collection of unpaid fees; (b) injunctive relief to protect PAQR’s intellectual property, data, or platform security; or (c) third-party indemnification claims where PAQR seeks to join you to existing court proceedings.

Notices: Legal notices to PAQR must be sent to legal@paqr.com or via mail to SynoptiCons GmbH dba PAQR, Lessinggasse 2, 9020 Klagenfurt am Wörthersee, Austria. Notices to you will be sent to the email address currently on record in your User Account. Notice shall be deemed to have been received the next day if given via a User Account or email, or five (5) business days after posting via courier or registered post.

Assignment: You may not assign or transfer any of your rights or obligations under this Agreement without PAQR’s prior express written consent. PAQR may freely assign its rights and obligations under this Agreement (e.g., to an affiliate or in connection with a merger or sale) without prior notice to you.

Entire Agreement & Severability: This Agreement (including any incorporated policies like the Privacy Policy and Data Processing Addendum) constitutes the entire, final agreement between the parties and supersedes all prior agreements and understandings. If any provision is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. If PAQR provides a translation of the English-language version of this Agreement, the English-language version controls and prevails in the event of any conflict or inconsistency.

Relationship & Waiver: The parties are independent contractors; no agency, partnership, or joint venture is created. PAQR’s failure or delay in exercising any right does not constitute a waiver of that right. Any waiver must be in writing. All sections intended by their nature to survive termination (including confidentiality, IP ownership, payment obligations, indemnification, liability limitations, and arbitration) will survive the expiration or termination of this Agreement.

Force Majeure: Neither Party will be liable for any failure or delay in performance (excluding payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, labor disputes, or failure of the public internet.

Modifications: PAQR reserves the right to modify this Agreement at any time. We will provide reasonable notice of material changes (e.g., via email or in-app notification). Your continued use of the Services after the effective date of the updated Agreement constitutes your acceptance of the new terms.