Last Updated: March 29, 2019
Capitalized terms not defined in the body of this Agreement are defined in the glossary at the end of the Agreement.
QUID is in the business of providing payment processing services (the “Merchant Services”) to merchants (each a “Merchant”). The Merchant Services consist of QUID acting as an agent of a Merchant to receive payments on behalf of the Merchant from Users (“User Services”). When you indicate that you wish to make a payment to a Merchant, as the agent of the Merchant, we shall collect information concerning you, such as your name, address, email address, your payment card and the proposed payment transaction (collectively, “User Data”). Subject to the terms of this Agreement, and QUID risk management policies, once a User reaches the User Payment Threshold (as discussed below), QUID will then use User Data to initiate a payment transaction on your payment card provided on behalf of the Merchant (each a “Transaction”).
So long as you are not in breach of this Agreement, you shall be granted a unique and private Account accessible through the User Services. The Account shall be a record of your Transactions. QUID shall provide you with access codes for the Account. You shall not disclose such codes or permit any third party to use them on penalty of forfeiting use of the Account. You assume full responsibility for the use of your Account and the access codes thereto and shall indemnify QUID for any and all claims, losses or other liabilities arising therefrom. The Account will enable you to indicate certain preferences and select certain features of the User Services; all such selections, that are permissible hereunder, shall be deemed incorporated into this Agreement.
It is forbidden for you to use the Merchant Services to, directly or indirectly, knowingly or unknowingly assist in any illegal activity or any Prohibited Activity (all of which are listed below in the Glossary).
The Persons on the following lists or who meet the criteria indicated below are prohibited from using the User Services:
(i) United Nations Consolidated Sanctions List;
(ii) United Kingdom Financial Conduct Authority List of Prohibited Individuals;
(iii) Canadian Anti-Terrorism Act, Listed Entities;
(iv) Hong Kong Monetary Authority List;
(v) Sky Net Wanted published by the Chinese government;
(vi) U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN);
(vii) Persons who are less than 18 years of age; and
(viii) Persons, or their Affiliates who have been terminated by QUID for cause.
Given that most Transaction payments are very small, Users shall actually pay for their Transactions only when they have reached the agreed to specified minimum dollar value thereof (the “User Payment Threshold”), as determined by QUID and indicated on the Site. When you reach the User Payment Threshold, we will charge your payment card entered in your Account for the applicable amount and we will collect that amount on behalf of the Merchants. Should a User not reach the User Payment Threshold within one (1) month of becoming a User or within one (1) month from the last paid Transaction, QUID shall charge the User’s payment card entered in your Account for all the then unpaid Transactions. QUID shall also charge a fee, as outlined in the QUID fee schedule for funds collected below the User Payment Threshold. In your Account, you will be able to see each of the Transactions that you have approved; the amount owing for each represents an individual invoice from an individual Merchant (each, an “Invoice”). QUID reserves the right to impose limitations on the size and frequency of Transactions, as indicated in your Account (“Transaction Limits”).
QUID Regulatory Status
QUID is not a bank, money transmitter or other money services business. QUID is a payment processor for Invoices of the Merchant and acts as agent of Merchant in the receipt of Transaction payments of Invoices by Users pursuant agreements with each Merchant (each “QUID Merchant Terms”). Funds received by QUID are not insured by QUID or any third party, except the Canadian Deposit Insurance Corporation or the Federal Deposit Insurance Corporation to the extent that an ordinary commercial bank account benefits from this type of insurance. QUID reserves the right to monitor use of the Services to ensure compliance with this Agreement. If QUID determines that User is not in compliance with this Agreement, QUID reserves the right to take appropriate action including, but not limited to, suspension or termination of the Account. User acknowledges that such monitoring of use may include determining whether or not the Services are accessed under the account from multiple IP addresses, as well as noting excessive use or other irregularities.
Receipt of Payment for Merchant
As of when QUID is in receipt of a Transaction payment, such amounts are deemed paid to the Merchant selected by the User and, under terms between User and Merchant (“User Merchant Terms”), Merchant is obligated to deliver the content or other service for which payment was made (the “Merchant Content”). QUID has the right, but not the obligation, to issue User with a receipt on behalf of the Merchant for Transaction funds received by QUID on behalf of Merchant (each a “Receipt”).
User Merchant Relationship
QUID is not party to the User Merchant Terms that necessitates the Invoice, Transaction or Receipt and by which Merchant Content is provided to User. QUID makes no representation as to the quality or utility of Merchant Content. User shall indemnify and hold harmless QUID and its shareholders, directors, officers and employees from any and all claims, losses or other liabilities arising from or in relation to User Merchant Terms or any Merchant Content, including any and all costs associated with the legal defense related to such claims.
Errors, Returns & Refunds
If QUID has made an error in a Transaction, please notify the Merchant and QUID through the information provided on our Site. Subject to cooperation from the Merchant, QUID shall use reasonable efforts to assist in correcting the error. However, Merchant has the sole obligation to provide any refunds or returns of Transaction funds if they are required for any reason.
User Services are provided free of charge to the User. In consideration of the User Services, User allows QUID to use User Data to perform Merchant Services and also provide advertising and marketing to User.
User hereby warrants and covenants to QUID that:
a) Duly Constituted. User is of sound mind and 18 years of age or more and capable of entering into this Agreement.
b) Notice of Defects. User will immediately advise QUID in writing of defects in the User Services;
c) Compliance with Laws. User will not use the User Services to facilitate in any Prohibited Activities;
d) Maintenance and Service. User will look only to Merchant for all service and support questions related to Merchant Content. QUID has no liability to User for any Merchant Content.
Collection, Use, Storage and Disclosure of Personal Information.
USER GRANTS QUID THE RIGHT TO COLLECT, STORE, USE AND DISCLOSE USER DATA, INCLUDING NAME, ADDRESS, EMAIL ADDRESS, PHONE NUMBER AND MERCHANT CONTENT PREFERENCES TO SOLICIT THE USER AND DELIVER ADVERTISING TO THE USER.
User shall defend, indemnify and hold harmless QUID, its directors, officers, employees, agents, assigns, and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from: (i) User’s performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by User; (ii) the negligent or wilful acts or omissions of User; and (iii) any matter relating to User Merchant Terms or Merchant Content.
Term and Termination
a) Term. Either party can terminate this Agreement at any time, for any reason or for no reason on notice through the Account.
b) Procedure upon Termination. Upon any termination of this Agreement, User shall no longer be entitled to use the Account, User Services or the Site. All provisions regarding indemnification, representations, warranties, liability and limits thereon and confidential information shall survive termination and termination of this Agreement shall not relieve the User of its obligations for approved Transactions or other liabilities to Merchant hereunder, accruing before or after termination.
c) Discontinuance. QUID reserves the right to discontinue the Service at any time, provided that such discontinuance shall not interfere in settlement of Merchant funds already in possession of QUID less applicable Fees and other liabilities of Merchant to QUID.
User agrees that, during the Term hereof and for a period of two (2) years thereafter neither Merchant nor any of its Affiliates will directly or indirectly disclose any Confidential Information. Upon any termination hereof, User shall return all Confidential Information in its possession to QUID.
LIMITATION OF LIABILITY
a) NO WARRANTIES. THE USER SERVICES ARE PROVIDED ON AN "AS-IS", "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUID EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY QUID OR THAT THE OPERATION OF THE USER SERVICES WILL BE INTERRUPTION OR ERROR FREE.
b) LIMITATIONS OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NONE OF QUID, ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS OR LICENSORS, SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO MERCHANT FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF QUID HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL QUID’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO USER, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT (AND ALL OTHER AGREEMENTS BETWEEN QUID AND MERCHANT) EXCEED TEN DOLLARS ($10.00 CAD).
c) Force Majeure. QUID shall use its commercially reasonable efforts to perform its obligations hereunder, however, none of QUID, its Affiliates, shareholders, directors, officers, agents or licensors shall be liable for any loss resulting from the activities of User, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond QUID’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. QUID’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by User.
a) Currency. The currency applicable to payments hereunder shall be that currency disclosed to you on the Site, for each Transaction or in your Account.
b) Notices. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested: to QUID at the postal address provided therefore on the Site; to User at the email address provided therefore upon registration with the Site; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally or by email, or, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service.
c) Independent Contractor. Neither party has any right to create any obligations on the part of the other party, without the other's prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner.
d) On-Line or Written Formation of Contract. By acceptance of the terms hereof on-line by User or by execution of a written acceptance of the terms hereof by User, this Agreement together with any supplemental agreements and appendixes constitute the entire validly legally binding agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions in this Agreement shall be deemed or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. User agrees to receive correspondence under this Agreement by electronic means.
e) Amendments to this Agreement. From time to time QUID will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site. QUID will provide notice of these amendments or revisions to User through the Site. If the amendment or revision is required in order for QUID and the User Services to remain in compliance with applicable laws or payment processor regulations, then the amendment or revision shall take effect as of when it is posted to the Site. If, on the other hand, the amendment or revision is not required under law or by a payment processor of QUID, and User does not close their Account within thirty (30) days of notice on the Site of the amendment or revision, then User is deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Site or by such other means as QUID may reasonably prescribe.
f) Assignment. None of User or any of its successors may assign this Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of QUID which consent may be withheld for any reason, at QUID's sole discretion. QUID may assign any of its rights or obligations hereunder without prior notice or consent of User.
g) Successors. This Agreement and the provisions hereof shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. User may not assign any of its rights or obligations under this Agreement to any third party without the prior written consent of QUID.
h) Missing Users. If, for whatever reason, QUID is unable to contact a User to complete a Transaction for their benefit, then User shall retain title in such unsettled funds, but after ten (10) months, QUID reserves the right to remit the amount thereof to government authorities responsible for taking possession of lost property in the jurisdiction of the User or that of QUID.
i) Enforcement. The User shall be liable for and shall indemnify and reimburse QUID for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by QUID in the enforcement of this Agreement, or in collecting any amounts due from User hereunder, or resulting from any breach of any of the terms or conditions of this Agreement.
j) Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
k) Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
l) Governing Law and Choice of Forum. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be exclusively settled by arbitration administered by the Canadian Arbitration Association under its Expedited Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the venue of any arbitration commenced under this section shall be in Toronto, Ontario, Canada. User agrees to waive any right they may have to: (i) a trial by jury; and (ii) the commencement of or participation in any class action against QUID related to User Services, User also agrees to opt out of any class proceedings against QUID or its licensors.
m) Whole Agreement. References to "this Agreement" include any Account Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by QUID and furnished to User from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.
The following terms shall have the meanings indicated below:
a) “Account” means an account made available to a User through which User can consult a record of their Transactions, indicate certain preferences and select certain features.
b) “Confidential Information” means all proprietary, secret or confidential information or data relating to QUID and any of its Affiliates, operations, employees, independent sales organizations, agents, products or services, clients, customers or potential customers, Merchants, users or merchants. Confidential Information shall include, without limitation, Merchant lists, all Merchant agreements and all parts thereof, financial or other data in any format, computer access codes, instruction and/or procedural manuals, payroll information, human resource or personnel information, business strategies and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. In order for Merchant to perform hereunder, QUID will be obliged to disclose to Merchant certain Confidential Information concerning the Merchant Services and Business;
c) “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
d) “Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.
e) “Prohibited Activity” means the operation of or the direct or indirect facilitation of any of the following adult or adult-related services, including escort services, adult massage, or other adult-entertainment services; adult performers or adult webcam services; any act that is illegal in the United States, Canada or in the jurisdiction where the person carrying out the activity is resident, domiciled or located; bath salts and herbals; betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races; bill payment services; buyers or discount clubs; cigarettes, tobacco or e-cigarettes; credit counseling or repair agencies; credit protection or identity theft protection services; digital goods including digital currency; direct marketing or subscription offers; inbound or outbound telemarketing businesses including lead generation businesses; infomercial sales; internet, mail or telephone order pharmacies or pharmacy referral services; items that encourage, promote, facilitate or instruct others to engage in illegal activity; items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics; items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; items that promote hate, violence, racial intolerance, or the financial exploitation of a crime; items that promote, support or glorify acts of violence or harm towards self or others; legal fees including bankruptcy attorneys; live animals; medical equipment; multi-level marketing businesses (MLM); obscene or pornographic items; payment aggregators; prepaid phone cards or phone services; purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses; real estate or motor vehicles; rebate based businesses; sales of money-orders or foreign currency; up-sell merchants; using the Merchant Services as a means to transfer funds between bank accounts held in the same name; using the Merchant Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy; using the Merchant Services in a manner that QUID or any payment card network reasonably believes to be an abuse of the payment card system or a violation of payment card network rules; using the Merchant Services in any manner that could damage, disable, overburden, or impair QUID including without limitation, using the services in an automated manner; using the Merchant Services in violation of the terms of this Agreement, as reasonably determined by QUID; using the Merchant Services that in any way assists Merchant or others in the violation of any law, statute or ordinance; using the Merchant Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs; using the services to control an account that is linked to another account that has engaged in any of the foregoing activities; using the Merchant Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent; using the Merchant Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code; using the Merchant Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others; using the Merchant Services to provide User with a cash advance from User’s own credit card or to help others to do so; using the Merchant Services to send or receive what QUID considers to be funds for something that may have resulted from fraud or other illegal behavior; using the Merchant Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or weapons including replicas and collectible items; weight loss programs; wire transfer money orders;
If Merchant has any questions concerning this Agreement, please contact QUID through the contact information set out on the Site.
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