QRius Pay Terms and Conditions

THESE QRIUS PAY TERMS AND CONDITIONS OF SERVICE (the “Agreement"), by and between QRius Pay Inc., with offices at 110-21 Erie street Victoria BC Canada (V8V 5A8) and the person, entity or organization completing the QRius Pay application (the "Application") into which this Agreement has been incorporated by reference ("Client"), which is made and entered into as of the date Client accepts the Application. Client’s use of the Application, or any of the services or features accessible therein, constitutes acceptance of the Agreement. If the Client does not wish to use the Application in accordance with the Agreement, then the Client should immediately discontinue using the Application.

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN CLIENT AND QRIUS PAY.

To that end and in consideration of the recitals and the respective promises of the parties contained herein, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agrees as follows:

1. Scope and Purpose. QRius Pay in coordination with supported payment partners (Elavon, Stripe and Merchant Brokers) provides QR code enabled and digital payment services to Clients. The purpose of this Agreement is to establish terms and conditions applicable to the Client's use of the QRius Pay Services. Client must connect a merchant account the Application account from one of the supported payments partners in order to receive payments facilitated by the Application. The technical processing services to support credit and debit card transactions, and transactions through digital wallets such as Google Pay and Apple Pay, are provided by the supported Payment partners and the client should carefully review Elavon, Stripe and Merchant Brokers terms and conditions.

2. Client's Obligations.

2.1 The Client shall, for the term of the Agreement, provide QRius Pay Inc. with complete and correct information referring to:

i. any interaction between Client and QRius Pay that results in a unique transaction ID generated in QRius Pay's systems (each, a "Transaction").

ii. and to its business model and any and all other information relevant to the relationship between the Parties.

2.2 Client is not allowed to resell the QRius Pay services if not otherwise agreed between the Parties in writing.

2.3 Client shall immediately inform QRius Pay if there is any reason to believe that any information has been incorrectly processed or sent to QRius Pay.

2.4 The Client shall use best efforts to prevent itself from being involved to any extent in any actions of money laundering or any other illegal activities.

2.5 All data provided by Client shall comply with the instructions set forth by QRius Pay from time to time in writing or verbally. Such instructions may be amended from time to time in QRius Pay's sole discretion

2.6 The Client will only start utilizing QRius Pay services for collecting donations once they have received necessary approvals from our technology Partners Stripe, Elavon and/or Merchant Brokers.

2.7 Client represents, warrants, and covenants it shall during the term of this Agreement have all necessary rights, authorizations, licenses, and permits for its operations, and shall have undertaken and fulfilled all actions and conditions to comply with its obligations under this Agreement.

2.8 Client is fully responsible for the security of data on the Client's website. Client agrees to comply with all applicable provincial, territorial, and federal laws and rules in connection with Client's collection, use, retention, security, and dissemination of any personal, financial, card, or transaction information on its website.

2.9 In the event there is a significant change regarding the commercial condition of Client (including, but not limited to any adverse change in financial position including voluntary or involuntary bankruptcy proceedings) or change of business model (different from what Client specified on the Application, by the way of example only, in the event Client intends to significantly reduce or increase the number of Transactions processed under this Agreement), Client shall immediately inform QRius Pay of such change and QRius Pay may (1) adjust the fees that are charged by QRius Pay to Client for the QRius Pay Services ("QRius Pay Fees"), or (2) adjust its Security as defined in Section 7, with thirty (30) days prior written notice.

2.10 QRius Pay is not responsible for the financial integrity (completeness and accuracy) of transactions. QRius Pay is partnered with Stripe, Merchant Brokers and Elavon for processing of financial transactions. Client should reach out to our payment partners with any objections related to daily or monthly transactions as per Stripe, Elavon or Merchant Brokers Terms and Conditions.

2.11 Client agrees that any communication received from Client, or in Client's name, or from Client's premises or equipment, is authorized by Client and binding on Client. Client authorizes QRius Pay to rely on and act on any such communication.

2.12 Client agrees that any content published by the Client must be appropriate, accurate and representative of the Client’s approved business model and mission. QRius Pay reserves the right to remove any content that is deemed inappropriate by QRius Pay’s sole discretion and can result in immediate termination of the agreement as mentioned in section 9 of this agreement.

2.13 Client shall have controls to prevent unauthorized use of, or unauthorized access to the QRius Pay Services and shall be solely responsible to QRius Pay for any losses, breaches, or other damages that result from any unauthorized use of, or unauthorized access to, the QRius Pay Services. Similarly, Client must ensure that the designated QR codes and Digital hyperlinks are not altered. If there are any alterations made to the physical QR codes or digital hyperlinks, the Client shall be solely responsible for any losses, breaches, or other damages incurred by the donors, the Client or QRius Pay.

2.14 QRius Pay is not responsible for processing tax receipts for any donors or end users. It is the responsibility of the Client to present the donors/ end users with any necessary tax receipts or obligations.

3 Transaction Limits. QRius Pay may impose limits on the amount or number of Transactions which may be charged to a Customer credit card during any time period, and limits on the total amount permitted to be charged per transaction. QRius Pay shall not be responsible for any losses to the Client, including, but not limited to claims for lost profits, arising from or as a result of Transactions Limits.

4 QRius Pay Fees and other Charges

4.1 QRius Pay shall collect the following payments from supported payment partner:

(a) QRius Pay Fees, including fees for additional services outside the standard QRius Pay Services, for the QRius Pay Service (s) selected by Client in the Application (the fees are charged in Canadian dollars for Canadian Clients, and US dollars for US Clients), which include, unless otherwise agreed in writing by both parties in advance of this agreement,

I. Transaction fee for Nonprofit Merchant Accounts with Elavon (only available for US 501(c)(3) and registered Canadian charities is 2.2% + $0.20 per transaction for Visa, Mastercard, Discover, and 3.1% + $0.20 per transaction for American Express. Transaction fees for all other Clients is charged 2.7% + $0.30 per transaction for Visa, Mastercard, Discover, and 3.1% + $0.30 per transaction for American Express

II. Transaction fee for Stripe Merchant Account and QRius Pay services: 3.2% + $0.40 per transaction for Visa, Mastercard, Discover, and American Express

(b) any applicable taxes that are Client's responsibility, unless Client provides QRius Pay with a tax exemption certificate; and (c) any other amounts that Client owes to QRius Pay resulting from Client's use of the QRius Pay Services.

4.2 In case of late payment, QRius Pay (in addition to its payment partners has the right to charge interest on any unpaid amounts corresponding to the current prime interest rate as reported by the Bank of Canada, plus eight (8) percentage points or the maximum permitted by law in the Client's jurisdiction (whichever is higher), until QRius Pay has received full payment. In connection with the collection or enforcement of debit arising from unpaid amounts only, QRius Pay shall be entitled to recover its reasonable attorney's fees and costs associated therewith. Otherwise, no attorney's fees or costs may be recoverable under the Agreement unless expressly so stated, nor under any other theory of law, including tort.

5 Changes.

5.1 QRius Pay shall have the right to adjust the QRius Pay Fees at any time. Such changes may result from, but are not limited to, fee changes by our payment partners. QRius Pay will use reasonable efforts to inform Client of any such fee changes at least sixty (95) calendar days prior to the fee changes taking effect, unless QRius Pay has been notified by the third party of the changes within a shorter timeframe or is required to pay such charges in a shorter timeframe.

5.2 QRius Pay reserves the right to upgrade, modify, develop, or alter any part of the QRius Pay Services and its platform provided by QRius Pay when required by QRius Pay.

6 Force Majeure. In the event a Party is prevented from fulfilling its obligations under the Agreement by circumstances outside of its control, such as labor strikes, limitations imposed upon either of the Parties by any authority or under law, material changes of market conditions by reason of change in law or decision by any relevant authority, terrorist acts, breakdown of or damage to electronic telecommunications or other equipment, or if QRius Pay is otherwise prevented from fulfilling the terms and conditions in the Agreement due to circumstances caused by a third party, such events are grounds for an extension of the time for performance of such Party's obligations under the Agreement. If the circumstances preventing performance continue for sixty (60) calendar days from the date of event, upon written notice to the other Party, either Party has the right to terminate the Agreement and the Agreement shall terminate effective immediately without either Party having liability, except to claims by either Party that do not relate or are not a result of the event causing delay.

7 Limitation of Liability. In no event will QRius Pay, its Affiliates, or their respective directors, officers, employees or agents be liable for, with the exception of QRius Pay's gross negligence or willful misconduct, any incidental, direct, indirect, special or consequential damages (including without limitation, damages for personal injury, loss of profits or sales, business interruption, loss of business information, data loss or any other pecuniary loss) in connection with or arising out of this Agreement, whether caused by circumstances beyond its control (including without limitation, computer, utility or remuneration breakdown) or otherwise. Except as expressly written in this Agreement, there are no warranties, express or implied, by operation of law or otherwise, for any services furnished under this Agreement. QRius Pay disclaims any and all implied warranties including the warranties of merchantability and fitness for a particular purchase. QRius Pay has not assumed, nor authorized anyone else to assume on its behalf, any other liabilities. In all situations involving performance or non-performance of the QRius Pay system, the Client's sole remedy is the adjustment or repair of the QRius Pay system.

8 Indemnification. Client will fully indemnify, defend and hold harmless QRius Pay, its Affiliates and their successors and assigns from and against any and all demands, judgements, losses, obligations, damages, fines, recoveries and deficiencies, or liabilities (including any costs, expenses, penalties, and reasonable attorney's fees) in connection with a claim, action, suit or proceeding made, brought or commenced by a third party that QRius Pay, its Affiliates and their successors and assigns may incur or suffer, which arise, result from, or relate to any transaction between the Client and the payer and/or Customer, or to any failure by the Client to comply with its obligations under the Agreement.

9 Termination. This Agreement may be terminated by either Party for any reason upon thirty (30) days advance written notice to the other Party. QRius Pay Services can be suspended and/or terminated immediately by QRius Pay in the event of any material breach of any of these terms and conditions by the Client, including but not limited to: (a) inappropriate use of the QRius Pay Services; (b) non-payment; (c) for just cause as determined by QRius Pay; or (d) as required by any applicable Scheme. If the Agreement is terminated for reasons of non-compliance of any terms of this Agreement, the information may be shared with law enforcement, payments associations or other payments entities. Additionally, if the Client has entered into a merchant or sub-merchant agreement for payment processing services, and such agreement is terminated by the applicable acquiring bank, QRius Pay may terminate this agreement.

10 Processing of Personal Information. Client represents and warrants that it complies and will continue to comply with all privacy legislation applicable to Client, in all jurisdictions in which it operates, (including if applicable, the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) including consent requirements around collection, use and disclosure of any personal information. QRius Pay is not responsible for issues, privacy breaches and/or data losses resulting from inappropriate collection, use and disclosure of data extracted from the platform (for example donor personal information). Client further represents and warrants that it will establish and maintain a privacy policy for its website(s) and services. For more information refer to QRius Pay Privacy Policy.

11 Governing Law. This contract, and all provisions contained herein, shall be interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to conflict of law provisions.

12 Amendments. These terms and conditions may be amended by QRius Pay at any time upon QRius Pay posting new terms on its website and Client agrees to be bound and abide immediately to any new requirements and/or regulations imposed pursuant to such modification(s). Client expressly acknowledges and agrees that continued use of the QRius Pay Service after the effective date of the new or updated terms will be deemed as Client's acceptance of the modification(s).

13 General Provisions. Neither Party may assign the Agreement, or assign its rights or delegate its duties under the Agreement to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except that QRius Pay may have the right to (a) engage the services of subcontractors or agents to assist QRius Pay in the performance of its obligations under this Agreement and (b) assign the Agreement or assign its rights or delegate its duties under the Agreement to an Affiliate without notice to or consent of the Client. In the event Client becomes a debtor in bankruptcy or becomes subject to restructuring or insolvency proceedings, the Agreement cannot be assumed or enforced and QRius Pay shall be excused from performance. Any waiver by QRius Pay of any of the provisions of the Agreement will not constitute a waiver of any other provision (whether similar or not), nor will such waiver constitute a continuing waiver of that particular provision unless expressly provided by QRius Pay in writing. The parties acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. This Agreement, and any attachments constitute the entire Agreement between the parties and shall supersede any and all prior and understandings, promises and agreements, if any, made by one party to the other concerning the subject matter of the contract.