QRius Pay End User Terms and Conditions

THESE QRIUS PAY TERMS AND CONDITIONS (the “Agreement"), by and between QRius Pay Inc., (“QRius Pay” “We” “Us”) with offices at 110-21 Erie Street, Victoria, BC and you ( The “User”) individually, if you are agreeing in your personal capacity, or if you are authorized to act on behalf of another entity. This agreement governs your access to and use of our platform, including but not limited to www.qriuspay.com and any products or services (The “Platform”) offered by QRius Pay including ability for a user to make donations and other charitable gifts to Charities and other Organizations (The “”Organizations)” through the platform, whether directly or indirectly ( The “Services”).

These terms and conditions apply to your access and the use of the platform and services as a guest or a registered user (including as an authorized person of an entity subscribed to our platform).

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND QRIUS PAY. Please read the terms and conditions carefully before you start using the platform. By using the platform, you accept these terms of use and our privacy policy found at https://www.qriuspay.com/privacy-policy . IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE PLATFORM.

Note: The platform and services are offered and available to users who are 18 years of age. If you are less than 18 years of age, you are only allowed to use this platform with parental or guardian consent and supervision. If you reside in jurisdiction that restricts the use of the services because of age or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the platform if you are not permitted to do so by such local jurisdiction. By using the platform, you represent and warrant that you meet all the requirements. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

1. Changes to the Terms of Use

You acknowledge and agree that we may revise and update these Terms and Conditions (Agreement) from time to time in our discretion, and that all changes are effective immediately when posted and apply to all access to and use of the Platform thereafter.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept the changes. You are encouraged to review these Terms of Use frequently to ensure compliance.

2. Accessing the Platform and Account Security

We reserve the right to withdraw or amend this Platform, the Services, and any other material we provide on the Platform, in our sole discretion without notice. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

To access the Platform or some of the resources it offers (including the ability to make a donation), you may be required to create an account and provide certain registration details or other information, including some personal data. You may also need to provide other personal information to receive Tax Receipts. It is a condition of your use of the Platform that all the information you provide is correct, current, and complete. You agree that all information you provide us to register with the Platform or otherwise is governed by our Privacy Policy, as amended from time to time and currently located at https://www.qriuspay.com/privacy-policy/ , and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information, and you also agree to ensure that you exit from your account at the end of each session.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, and to terminate your account and refuse any current or future use of the Platform or Services, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

You understand the need to protect your mobile device and shall be responsible for all use of your mobile device (whether authorized by you or otherwise) to access QRius Pay QR Service. You acknowledge and agree that you shall be responsible for all QR Transactions carried out through your mobile device, and that the QRius Pay shall not be liable in any manner for any such QR Transactions.

3. Integration with Social Media

We may also provide you the ability to register or otherwise link to, or integrate with the Platform, certain social media, such as Facebook®, Google®, and others, as part of the Services or in order to provide you additional venues in which you can leverage or share the Services.

Please note that in any instance in which you provide us with your login credential for such platforms, QRius Pay will have access to all information related to such account(s) – as permitted by the policies of such platforms and your then current privacy settings, if applicable. By opting to provide us with your login credentials, you hereby assent to any such access and use that we may have, in accordance with our Privacy Policy. If you have any questions or concerns about such access, then we suggest you review the applicable social media platform’s policies and your privacy settings prior to providing us with any such information.

4. Intellectual Property

All right, title, and interest in and to the Platform, the Services, their entire contents, features, and functionality and any updates, new versions, improvements, enhancements, additions, and modifications thereof (collectively, the “QRius Pay Property” ) are owned by QRius Pay, its licensors, or other providers of such material.

“Intellectual Property” means rights and all tangible embodiments of such rights, wherever located, including but not limited to the following: (i) all copyrights, moral rights, and other rights in works of authorship, including all registrations and related applications; (ii) all inventions and ideas, whether patentable or not,; (iii) confidential information, and other proprietary rights and information.

These Terms of Use provide to you a revocable, limited, non-exclusive, royalty-free, non-transferable license to use the QRius Pay Property on device you own or control and solely for your own use. Such use of the QRius Pay Property and any other services, materials or information made available by QRius Pay is conditioned on your continued compliance with these Terms of Use.

5. Trademarks

All right, title, and interest in and to the QRius Pay stylized logos, service marks, and any other trademark, and any other QRius Pay trade name, logo, or other designation of origin associated with QRius Pay products or services, whether or not registered, are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company.

All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners (For example logos and tradenames associated with Organizations). You must not use such marks without the prior written permission of the respective owner.

6. No Solicitation or Endorsement

The Platform and Services include the ability for users to make donations, and to request that the donation gets disbursed to an Organization in a variety of ways (such as QR codes and digital hyperlinks). Additionally, the platform also allows users to create a login to access donation receipts.

On our platform we may also feature, or otherwise spotlight a nonprofit apart from the aggregated list (e.g. display the logo or provide additional information about that nonprofit) (“Featured list”). You acknowledge and agree that Featuring a nonprofit on the Platform or Services does not constitute a solicitation of donations, and that QRius Pay does not engage in any solicitation activities on behalf of any of the organizations that may be listed or Featured on the Platform. QRius Pay does not endorse and has no affiliation with any of the organizations listed on the Platform.

Furthermore, we make no warranty about the accuracy, completeness, or adequacy of the information. QRius Pay has not independently verified any of the information provided by each of the nonprofit (or any other organization) on our platform or any other source we may use to provide information, and the sole and complete responsibility to assess, review and verify the suitability of any nonprofits you want to support through your donation through the Platform and Services rests entirely with you. It is your sole responsibility to review and research the nonprofits listed on the Platform and determine which, if any, you would like to request that a donation gets directed to.

7. Donations and Payment Processing

When a user selects a nonprofit that they would like to support, their donation is distributed in the following way: Organizations create a Merchant Brokers “Merchant account” of their own, and link that account with ours (“Connected Account”) to receive donations directly. When a donation is made through the Platform, it is directed to the Nonprofit’s Merchant account. Therefore, the receipt QRius Pay sends a donor will represent a direct donation to the selected nonprofit.

Before submitting a Transaction Request, you are responsible for checking the name of the donee displayed on the QRius Pay platform and for ensuring that the relevant donee is the intended Recipient of the funds to be transferred. By submitting such Transaction Request, you agree that the amount entered by you in your Transaction Request and/or the information transmitted by you via the QRius Pay QR Code is correct and the QRius Pay Inc shall be under no obligation whatsoever to verify the amount paid and/or the information transmitted.

Once the funds have been transferred to the Connected Account's bank, QRius Pay is no longer in control of the funds.

In the event of any dispute between donor and donee (such as a dispute over the amount paid due to an error by either the donee or the donor), such dispute shall be resolved directly between such donor and donee, and QRius Pay shall not be obliged to revoke and/or reverse any successful QRius Pay QR Code Transaction made in connection with such dispute. QRius Pay shall not be responsible for any disputes arising between donor and donee, including disputes relating any wrongful or mis-communication or any erroneous, fraudulent or unauthorized payment.

8. Return or Redirection of Funds.

You acknowledge and agree that, if QRius Pay determines in its discretion, that it would be inappropriate or improper to disburse the funds designated for a particular nonprofit, your donation may be redirected to another nonprofit, or returned to you. In such cases, without requiring any approval from you, your funds may be withheld, and you may be asked to select an alternate nonprofit to receive the donation.

By way of example and not limitation, such determination may be made for one or more of the following reasons: the charity (i) is no longer accepting donations, recognized as a public charity, in good standing with state or federal regulators, a participating nonprofit in the Platform, (ii) does not or will not accept contributions from the Platform, (iii) has opted not to receive contributions made through the Platform, or (iv) returns your contribution.

9. Payment Methods

QRius Pay uses third party payment platforms, such as Stripe, Merchant Brokers and Elavon, to process credit and debit card transactions including Apple Pay. The collection of your credit card or bank account information is redirected through our Platform, we do not store, process, or transmit any credit or debit card details. Your payment information is collected directly by the Payment Processors, who process all credit card and debit card donation/payment transactions and manage the routing of applicable customer information through the processing networks.

QRius Pay is not affiliated with any Payment Processor and we are not responsible in any way for their actions or performance (or lack thereof). Accordingly, QRius Pay expressly disclaims responsibility and liability for all services provided by the Payment Processors, including those related to donation/payment transactions, and you hereby agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of such services. Additionally, since each Payment Processor will have access to the information you provide to them when making a donation/payment transaction, we recommend that you review their privacy policy – which can be accessed from their website located at:

Elavon Privacy Policy: https://www.elavon.com/privacy-policy.html

Merchant Brokers Privacy Policy: https://www.merchantbroker.com/privacy-policy/

Stripe: https://www.stripe.com/privacy

Additionally, you also acknowledge and understand that like any charitable donation or contribution, your donation may not be cancelled or returned once it has been processed, all donations/payment transactions are final and non-refundable as soon as a donation/payment is processed via the Platform. If you have any questions regarding any payment transaction, please contact us by email at [email protected].

10. Prohibited Uses

You must use the Platform and Services solely as permitted by these Terms of Use or as otherwise expressly agreed in writing by QRius Pay.

You agree that you will not (i) adapt, alter, modify, improve, translate, or create derivative works of the Platform or Services; (ii) attempt to access or download the technology used by QRius Pay to provide the Services (other than as expressly provided by QRius Pay to use the Platform) or reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Platform; (iii) provide any third party access to or use of the Platform on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment; (iv) attempt to test the vulnerability of the Platform or QRius Pay system or network or circumvent any security or authentication measures protecting the QRius Pay Property.

11. Termination

You acknowledge and agree that QRius Pay may (i) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform or Services, and (ii) terminate or suspend your access to all or part of the Platform or Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone accessing the Platform or using our Services. YOU WAIVE AND HOLD HARMLESS QRIUS PAY AND ITS OFFICERS, DIRECTORS, MEMBERS, AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

12. Changes to the Platform and Services

You acknowledge and agree that (i) QRius Pay may (in its discretion) update or modify the Services and Platform at any time for any reason, (ii) QRius Pay shall have no obligation to customize, modify, or improve the Services or Platform, and (iii) the Services and Platform may be interrupted for maintenance and developments when deemed appropriate by QRius Pay.

13. Reliance on Information Posted

The information presented on or through the Platform and Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents

14. Media Features

You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

We may provide certain features that enable you to (i) Use digital hyperlinks to invite other users to use our/view our platform and certain features. You may use these features solely as they are provided by us and with respect to the content they are displayed with, and in a manner consistent with the other provisions of these Terms of Use. We reserve the right to disable all or any social media features and any links at any time without notice in our discretion.

15. Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY INCONVENIENCE, COST, LOSS, INJURY OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK. THE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER QRIUS PAY NOR ANY PERSON ASSOCIATED WITH IT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM AND SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER QRIUS PAY NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, QRIUS PAY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

WITHOUT PREJUDICE TO THE FOREGOING, WE SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS, DAMAGE, COST, EXPENSE OR LIABILITY SUFFERED OR INCURRED BY YOU OR ANY OTHER PARTY, HOWSOEVER CAUSED.

16. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL QRIUS PAY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM AND SERVICES, ANY WEBSITES LINKED TO THEM, AND ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Indemnification

You agree to indemnify and hold QRius Pay, its affiliated entities and its and their officers, directors, agents, employees and representatives harmless from and against any actual or prospective loss, damage, liability, claim, demand, suit, cost and expense (including reasonable attorney fees), arising out of or relating to your (i) access or use of the Platform or Services, (ii) breach of representations and warranties hereunder, (iii) violation of any laws or these Terms of Use, (iv) infringement or misappropriation of Intellectual Property of QRius Pay or any third party, (v) other acts or omissions proximately caused by you, except in each of the above cases to the extent proximately caused by fraud, willful misconduct, and gross negligence of QRius Pay.

18. Governing Law; Jurisdiction

All matters relating to the Platform, Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with British Columbia, Canada law without giving effect to any choice or conflict of law provision or rule.

The parties irrevocably consent to the exclusive jurisdiction and venue of the federal, state, and local courts located in British Columbia, Canada for any dispute arising from or related to the relationship between the Parties, including these Terms of Use, and agree to bring any action solely in such courts.

19. Entire Agreement; Severability; Waiver

These Terms of Use constitute the entire agreement between the parties relating to its subject matter and supersedes all prior agreements. If any provision of these Terms of Use is held invalid, illegal or unenforceable, the other provisions will remain in full force and effect to the greatest extent possible, provided that the omission of the invalid provision does not materially prejudice the rights of either party. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

20. General

Unless expressly provided to the contrary in these Terms, a person who is not a party to these Terms has no right to enforce or enjoy the benefit of any term in these Terms.

21. Your Comments and Concerns

This website is operated by QRius Pay INC, LLC, 110-21 Erie Street, Victoria, BC, Canada.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected].