These Terms of Service ("Terms") govern access to and use of the products and services made available by QairoPay, Inc., a Delaware corporation ("QairoPay," "we," "us"). By accepting these Terms, signing an order form that references them, or using the Services, the entity identified in the order form or account ("Customer," "you") agrees to be bound by them.
1. Acceptance and eligibility
This is a B2B contract. By signing up or signing an order form, you're agreeing on behalf of your company. You need to be a real business, the person clicking accept needs to have the authority to bind it, and you must not be in a sanctioned country or on a sanctions list.
1.1 Acceptance. You accept these Terms by (a) signing an order form that references them, (b) clicking an "I agree" or equivalent control during account creation, or (c) accessing or using any part of the Services after the Effective Date. The individual accepting represents that they have authority to bind the Customer.
1.2 Eligibility. The Services are intended for businesses, not consumers. You represent and warrant that you (a) are a legal entity in good standing, (b) are not organized under, located in, or controlled by an individual or entity ordinarily resident in, a jurisdiction subject to comprehensive U.S. sanctions, (c) are not listed on the OFAC SDN List, the EU Consolidated Financial Sanctions List, the UK HM Treasury Sanctions List, or any similar list, and (d) the individual accepting these Terms is at least 18 years of age.
1.3 Authorized users. You may permit your employees, contractors, and agents who are bound by confidentiality obligations no less protective than those in these Terms ("Authorized Users") to access the Services on your behalf. You are responsible for all acts and omissions of your Authorized Users as if they were your own.
2. The services
QairoPay is a platform with three things: wallet passes ("Pass"), a debit-style card ("Spend Card"), and USDC settlement that connects them. You get a sandbox and a production environment that behave identically. Service levels live in your order form, not here.
2.1 Services. "Services" means the QairoPay platform and any related software, APIs, dashboards, documentation, and support, including (a) the issuance, management, and lifecycle of wallet passes for Apple Wallet, Google Wallet, and equivalent rails (the "Pass" service), (b) the issuance and operation of branded debit-style cards (the "Spend Card" service), and (c) settlement of eligible transactions in U.S. Dollar Coin (USDC) on the Aptos network, including conversion to and from fiat through licensed on-ramp and off-ramp partners.
2.2 Sandbox. QairoPay provides a sandbox environment that is functionally equivalent to the production environment for development and testing. Sandbox availability is best-effort; sandbox data may be reset on notice.
2.3 Service levels. Service-level commitments, including uptime and support response times, are set out in the applicable order form and any Service Level Agreement referenced there. Absent an executed SLA, the Services are provided on a commercially reasonable basis without an uptime commitment.
2.4 Updates. QairoPay continuously updates the Services. Updates that do not materially diminish functionality require no notice. Material updates, deprecations, and breaking API changes are governed by Section 13.
3. Accounts and security
Keep your credentials and API keys safe. Use MFA. You're responsible for what your team does in your account. Tell us right away if you think someone has compromised it.
3.1 Account creation. Account creation requires accurate, current information about Customer and at least one administrator. You must promptly update your information when it changes.
3.2 Credentials and API keys. You are responsible for safeguarding all credentials, API keys, and webhook signing secrets associated with your account. We strongly recommend (and may require) multi-factor authentication for accounts with administrative or financial privileges. API keys must not be embedded in client-side or end-user-distributed code.
3.3 Activity in your account. You are responsible for all activity conducted through your account or with your credentials, whether or not authorized by you, except to the extent caused by QairoPay's breach of these Terms.
3.4 Notification of compromise. You must notify QairoPay at [email protected] as soon as practicable, and in any event within 24 hours, of any actual or suspected unauthorized access to or use of your account, credentials, or API keys.
4. Pricing, billing, and taxes
You pay the subscription fees and overages on your plan, plus taxes. We bill monthly unless your order form says otherwise. Enterprise customers get net-30 invoicing. Subscriptions auto-renew unless you tell us not to. No refunds for partial periods.
4.1 Fees. You will pay all fees set out in the applicable order form or, for online self-serve plans, on our pricing page at the time of subscription. Fees include recurring subscription fees, per-pass overage fees, transaction fees, and any usage-based components stated for the relevant plan.
4.2 Volume-based platform-fee discount. Where Customer commits to a minimum monthly volume of USDC settlement under an order form, QairoPay will apply the corresponding platform-fee discount automatically. Failure to meet the committed volume reverts pricing to undiscounted list at the start of the following billing cycle; QairoPay will not retroactively claw back prior discount.
4.3 Billing. Subscription fees are billed in advance. Usage-based and overage components are billed in arrears. Self-serve plans are charged monthly to the payment method on file. Enterprise plans are invoiced on net-30 terms unless otherwise agreed.
4.4 Late payment. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Services for payment delinquency in accordance with Section 15.
4.5 Taxes. Fees are exclusive of taxes, duties, levies, and similar government charges. You are responsible for all such amounts, except for taxes based on QairoPay's net income or property.
4.6 No refunds. Except where required by law, fees are non-refundable and amounts paid are non-cancellable. Termination for QairoPay's uncured material breach entitles Customer to a pro-rated refund of prepaid subscription fees covering the period after termination.
4.7 Price changes. We may change pricing for new order terms with at least 30 days' notice. Existing order forms remain in effect at their stated pricing through their stated term.
4.8 Free trials. Where offered, free trials are subject to limits on volume and features stated at sign-up. We may end a free trial at any time. Free-trial usage is governed by these Terms.
5. Acceptable use
Don't use QairoPay for illegal activity, to defraud, to launder money, to issue passes or cards for prohibited industries (unlicensed gambling, controlled substances, adult content, MLM, etc.), or to attack our systems. We can suspend you immediately if you do.
5.1 Prohibited activities. You will not, and will not permit any Authorized User or end user to:
- use the Services in violation of any applicable law, including financial-services, anti-money-laundering, sanctions, consumer-protection, intellectual-property, and privacy law;
- issue passes, cards, or settlements in connection with: unlicensed money transmission; gambling, lotteries, or gaming activity that lacks all required licenses in the relevant jurisdiction; controlled substances; illegal weapons or counterfeit goods; sexually explicit content; multi-level marketing or pyramid schemes; or any activity prohibited by the card networks or the issuing bank;
- transmit malware, attempt to gain unauthorized access to the Services, probe the security of the Services other than under a QairoPay-authorized program, or interfere with another user's use of the Services;
- reverse-engineer the Services except to the extent that this restriction is prohibited by law;
- access or use the Services to build a competing product or to benchmark the Services without QairoPay's prior written consent;
- circumvent rate limits, sandbox restrictions, or other technical limitations of the Services;
- resell, sublicense, or otherwise commercialize the Services other than through a reseller arrangement authorized by QairoPay in writing;
- transact with, or facilitate transactions for, any counterparty subject to sanctions administered by OFAC, the EU, the UK, the United Nations, or any similar authority.
5.2 Acceptable Use Policy. The Acceptable Use Policy published at qairopay.com/acceptable-use is incorporated by reference and may be updated from time to time as described in Section 26.
6. Customer content
Your data, pass artwork, brand assets, and end-user records are yours. You give us a limited license to run the platform with them. We do not use your data to train AI models. We don't claim rights to your end-users' relationships with you.
6.1 Definition. "Customer Content" means any data, files, designs, brand assets, pass templates, configurations, and end-user information that Customer or its Authorized Users submit to, store in, or transmit through the Services, and any output generated specifically for Customer.
6.2 Ownership. As between Customer and QairoPay, Customer retains all right, title, and interest in and to Customer Content. QairoPay claims no ownership over Customer Content.
6.3 License to operate. Customer grants QairoPay a worldwide, non-exclusive, royalty-free license to access, use, copy, transmit, display, and modify Customer Content solely to (a) provide, secure, and improve the Services, (b) prevent or address service, security, or technical issues, (c) comply with law and legitimate requests of governmental authorities, and (d) enforce these Terms. This license terminates when Customer Content is deleted from the Services, except for backup copies subject to standard retention.
6.4 No AI training. QairoPay will not use Customer Content to train, fine-tune, or evaluate machine-learning models that are made available to other customers or to the public. Telemetry and aggregated, de-identified metrics describing platform usage are not Customer Content.
6.5 Responsibility. Customer represents and warrants that it has all rights and consents necessary to grant the license in Section 6.3 and that Customer Content does not infringe any third-party rights or violate any law.
7. Intellectual property
We own QairoPay (our platform, software, brand). You own your stuff (Customer Content). Don't copy or misuse our IP, and we won't copy yours.
7.1 QairoPay IP. QairoPay and its licensors retain all right, title, and interest in and to the Services, including all software, documentation, API specifications, dashboards, infrastructure, designs, and the "QairoPay" name and marks. Subject to these Terms, QairoPay grants Customer a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Services for Customer's internal business operations.
7.2 Feedback. If Customer provides feedback, suggestions, or ideas about the Services, Customer grants QairoPay a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them, without obligation of attribution or compensation.
7.3 Reservation. All rights not expressly granted are reserved.
8. Confidentiality
Information one of us shares marked or treated as confidential stays confidential. We can only use it to perform the contract, and we have to protect it with reasonable care.
8.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential, including pricing, security documentation, technical details of the Services, business plans, and Customer Content.
8.2 Obligations. Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect Confidential Information using at least the same care it uses for its own confidential information of like sensitivity (and in no event less than reasonable care), and (c) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and affiliates who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms.
8.3 Exceptions. Confidentiality obligations do not apply to information that is or becomes public other than by Recipient's breach, was lawfully in Recipient's possession before disclosure, is independently developed without reference to Confidential Information, or is rightfully received from a third party without confidentiality obligations.
8.4 Compelled disclosure. Recipient may disclose Confidential Information as required by law, court order, or governmental authority, provided that, where legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation in seeking a protective order.
9. Data protection
For end-user personal data that flows through us on your behalf, you're the controller and we're the processor. The Data Processing Addendum is part of this contract. Our Privacy Policy describes what we do with the limited personal data we collect about you and your team directly.
9.1 Roles. With respect to Personal Data about Customer's end users that Customer submits to or generates through the Services, Customer is the "controller" (or "business" under the CCPA) and QairoPay is the "processor" (or "service provider" under the CCPA).
9.2 Data Processing Addendum. The QairoPay Data Processing Addendum ("DPA"), available at qairopay.com/dpa and updated from time to time as described in Section 26, is incorporated into these Terms and governs QairoPay's processing of Personal Data on Customer's behalf. The DPA includes the EU Standard Contractual Clauses and the UK International Data Transfer Addendum where applicable.
9.3 Privacy Policy. QairoPay's Privacy Policy describes how QairoPay processes Personal Data of Customer's administrators, billing contacts, and other individuals interacting with QairoPay directly.
9.4 Customer obligations. Customer is responsible for providing all required notices to, and obtaining all required consents from, its end users and for establishing a lawful basis for the processing of their Personal Data.
10. Stablecoin and on-chain disclosures
USDC is issued by a third party, not by us. Settlements run on the Aptos blockchain. Network risk, smart-contract risk, and counterparty risk are real and not eliminated by us. Balances aren't FDIC-insured. Nothing here is investment advice.
10.1 USDC is a third-party asset. U.S. Dollar Coin (USDC) is issued by a third party (Circle Internet Financial). QairoPay is not the issuer of USDC and makes no representation regarding the issuer's reserves, redeemability, or regulatory status. USDC balances held in connection with the Services are not deposits and are not insured by the Federal Deposit Insurance Corporation or any similar deposit-insurance scheme.
10.2 Network risk. Settlement of eligible transactions occurs on the Aptos blockchain, which is operated by a decentralized network outside QairoPay's control. QairoPay does not guarantee finality, throughput, or the absence of forks, reorganizations, or congestion events on the Aptos network. Smart-contract risk and validator risk are inherent in any on-chain protocol.
10.3 On-ramp and off-ramp. Conversion between fiat and USDC is provided by licensed third-party partners under separate terms between Customer (or its end users) and those partners. QairoPay does not directly custody fiat in connection with the on-ramp.
10.4 No investment advice. Nothing in the Services or related documentation constitutes investment, tax, legal, or accounting advice. Customer is responsible for its own tax treatment of USDC settlements and any digital-asset holdings.
11. Card program disclosures
The Spend Card is issued by a sponsor bank, not by QairoPay. The cardholder's legal relationship is with that bank. For consumer cardholders in the U.S., Regulation E applies.
11.1 Issuing bank. The Spend Card is issued by a U.S. bank ("Issuing Bank") pursuant to a license from the relevant card network. The identity of the Issuing Bank is disclosed to Customer in connection with the Spend Card order form and to cardholders in the cardholder agreement.
11.2 Cardholder relationship. The legal relationship for each Spend Card is between the Issuing Bank and the cardholder. Customer is responsible for delivering the Issuing Bank's cardholder agreement and required disclosures to cardholders through the flows QairoPay provides and must not modify those flows except as QairoPay permits.
11.3 Consumer protections. Where the Spend Card is issued to consumer cardholders, the program complies with Regulation E and applicable state-law analogs. Error-resolution and dispute procedures are administered by the Issuing Bank and surfaced through the Services.
11.4 Program rules. Customer will comply with all applicable card-network operating rules, Issuing Bank program rules, and any program-specific operating manual provided to it. QairoPay may suspend the Spend Card service if continued operation would violate those rules.
12. Customer compliance obligations
You're responsible for KYC/KYB on your end users where we tell you that responsibility is yours, for enforcing acceptable use on your platform, for verifying webhook signatures, and for telling us about anything suspicious.
12.1 End-user verification. Where the order form or applicable program rules assign Customer responsibility for verifying the identity of its end users, Customer will perform such verification in a manner consistent with the Bank Secrecy Act, the USA PATRIOT Act, and analogous laws in the jurisdictions where end users are located, and will maintain records of verification as required by law.
12.2 Sanctions and AML screening. Customer will not knowingly enable or facilitate any transaction by a person subject to sanctions or any transaction that Customer knows or has reason to believe is part of a money-laundering, terrorist-financing, or fraud scheme. Customer will cooperate with QairoPay's reasonable requests for information in connection with such matters.
12.3 Webhook signatures. Customer will verify the signature on every webhook delivered by QairoPay before acting on its contents, in accordance with the documentation. QairoPay is not liable for losses resulting from action taken on unsigned or invalidly signed webhooks.
12.4 Reporting. Customer will promptly notify QairoPay of any actual or suspected compromise, fraud, or violation of these Terms by an end user that materially affects the Services.
13. Service changes and beta features
We add and improve features all the time. Breaking changes get 30 days' notice. Beta features can change or disappear with no notice and come with no warranty.
13.1 Non-material changes. QairoPay may make non-material changes to the Services at any time without notice.
13.2 Material changes and deprecations. QairoPay will provide at least 30 days' notice via the dashboard and email before deprecating an API surface, materially reducing functionality of a paid feature on which Customer materially depends, or otherwise making a breaking change. Where the change is required to address a security, legal, or regulatory issue, a shorter notice period may apply.
13.3 Beta features. Features designated as "beta," "preview," "early access," or similar (collectively, "Beta Features") are provided AS IS, without warranty of any kind, and may be modified, suspended, or discontinued at any time without notice. Service-level commitments do not apply to Beta Features. Customer's use of Beta Features is voluntary.
14. Term and termination
Your subscription runs for the term in your order form (default monthly for self-serve, annual for Enterprise) and auto-renews. Either of us can terminate for the other's uncured material breach. On termination, you can export your data for 30 days, then we delete it.
14.1 Term. These Terms commence on the Effective Date and continue until all order forms have expired or been terminated. Each order form has its own initial term as stated in the order form and automatically renews for successive equal periods unless either party gives notice of non-renewal at least 30 days before the end of the then-current period.
14.2 Termination for cause. Either party may terminate these Terms or any order form for cause if the other party materially breaches and fails to cure within 30 days after written notice describing the breach. QairoPay may terminate immediately if Customer breaches Section 5 (Acceptable Use), Section 12 (Customer Compliance Obligations), or applicable law.
14.3 Termination for convenience. Either party may terminate a month-to-month self-serve subscription at any time with notice effective at the end of the then-current month. Annual and multi-year subscriptions are not terminable for convenience.
14.4 Insolvency. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or commences voluntary or involuntary bankruptcy proceedings that are not dismissed within 60 days.
14.5 Effect of termination. Upon termination or expiration: (a) Customer's right to access the Services ceases; (b) Customer may export Customer Content via the API during a 30-day window beginning on the effective date of termination; (c) QairoPay will delete or anonymize Customer Content within 90 days after the export window closes, except for backups and audit records required to be retained by law; (d) accrued fees become immediately due. Sections that by their nature should survive (including Sections 6, 7, 8, 9, 10, 16, 17, 18, 22, and 25) survive termination.
15. Suspension
We can suspend (without ending) the Services if you violate the AUP, fail to pay, or create a security or legal risk we have to act on right away. Where it's safe to give you a chance to fix it first, we will.
15.1 Grounds. QairoPay may suspend Customer's, an Authorized User's, or an end user's access to the Services if QairoPay reasonably determines that (a) the activity violates Section 5 (Acceptable Use) or Section 12, (b) payment is more than 30 days past due, (c) continued access poses a security risk to the Services or other customers, (d) continued access would cause QairoPay to violate applicable law, the rules of any card network, or the program rules of the Issuing Bank, or (e) we are required to suspend by a regulator, court order, or governmental authority.
15.2 Notice and cure. QairoPay will provide notice and a commercially reasonable opportunity to cure before suspending where doing so would not increase the harm; in other cases, QairoPay will give notice as soon as practicable after suspension.
15.3 Effect. Suspension does not entitle Customer to a refund. Customer remains responsible for fees accruing during a suspension caused by Customer's breach.
16. Warranties and disclaimers
We promise the Services will materially conform to our documentation and that we have the right to provide them. Beyond that, we give you no other warranties — implied warranties of merchantability, fitness, and non-infringement are disclaimed to the extent permitted by law.
16.1 Mutual warranties. Each party warrants that it has the corporate power and authority to enter into these Terms and that its performance will not violate any other agreement to which it is a party.
16.2 QairoPay warranty. QairoPay warrants that the Services will perform materially in accordance with the Documentation during any period for which Customer has paid the applicable fees. Customer's exclusive remedy and QairoPay's entire liability for breach of this warranty is, at QairoPay's option, to repair the affected functionality or, if repair is not commercially practicable, terminate the affected order form and refund prepaid unused fees.
16.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 16, THE SERVICES, INCLUDING ALL BETA FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, QAIROPAY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. QAIROPAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
17. Indemnification
We'll defend you if someone claims QairoPay's technology infringes their IP. You'll defend us if a claim comes from your content, your end-users' activity, or your violation of the AUP or the law. Standard mutual indemnification.
17.1 By QairoPay. QairoPay will defend Customer against any third-party claim alleging that the Services, as provided by QairoPay and used in accordance with these Terms, infringe such third party's U.S. patent, copyright, or trademark, or misappropriate its trade secret, and will indemnify Customer against damages and costs finally awarded against Customer or agreed in settlement of such a claim. If the Services become, or in QairoPay's opinion are likely to become, the subject of an infringement claim, QairoPay may, at its option, (a) procure for Customer the right to continue using the Services, (b) modify or replace the affected functionality so that it is non-infringing, or (c) terminate the affected order form and refund prepaid unused fees. The preceding sentences state QairoPay's entire liability and Customer's exclusive remedy for infringement claims.
17.2 By Customer. Customer will defend QairoPay, its affiliates, and its and their officers, directors, and employees against any third-party claim arising out of (a) Customer Content, (b) Customer's, its Authorized Users', or its end users' use of the Services in violation of these Terms or applicable law, (c) Customer's breach of Section 12 (Customer Compliance Obligations), or (d) Customer's products or services to the extent unrelated to the Services, and will indemnify QairoPay against damages and costs finally awarded against the indemnitees or agreed in settlement.
17.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim, sole control over the defense (provided that any settlement requires the indemnified party's consent if it imposes any non-financial obligation on the indemnified party), and reasonable cooperation at the indemnifying party's expense. Failure to provide prompt notice does not relieve the indemnifying party except to the extent it is prejudiced.
17.4 Exclusions. QairoPay has no obligation under Section 17.1 for claims arising from (a) Customer Content, (b) modifications to the Services not made by QairoPay, (c) use of the Services in combination with materials not provided by QairoPay where the claim would not have arisen but for the combination, or (d) Beta Features.
18. Limitation of liability
Neither side is liable for indirect or consequential damages. Each side's total liability is capped at the fees Customer paid in the prior 12 months. That cap does not apply to indemnification, breach of confidentiality, breach of the AUP, or gross negligence / willful misconduct.
18.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18.2 Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
18.3 Exclusions from cap. The exclusion in Section 18.1 and the cap in Section 18.2 do not apply to (a) a party's indemnification obligations under Section 17, (b) breach of Section 8 (Confidentiality), (c) Customer's breach of Section 5 (Acceptable Use), (d) amounts owed to QairoPay for fees and taxes, or (e) a party's gross negligence, willful misconduct, or fraud.
18.4 Basis of the bargain. The parties agree that the limitations in this Section 18 are an essential element of the basis of the bargain and will apply even if a remedy fails of its essential purpose.
19. Insurance
QairoPay carries commercial general liability, cyber, professional liability, and (for the card program) crime insurance at levels appropriate to a financial-services platform. Certificates available on request.
QairoPay maintains insurance with reputable carriers of types and amounts customary for a financial-services technology platform of QairoPay's size and risk profile, including commercial general liability, technology errors and omissions, cyber liability, and crime coverage. Certificates of insurance evidencing such coverage are available to Customer on reasonable written request.
20. Force majeure
If something genuinely outside our control (war, natural disaster, government order, blockchain network failure) prevents performance, that's not a breach. Payment obligations still apply.
Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government action, labor disputes not within its workforce, internet or telecommunications outages, and material disruption or failure of an upstream blockchain network or sanctioned third-party infrastructure. The affected party will use reasonable efforts to mitigate the impact. This Section does not excuse Customer's obligation to pay fees for Services already received.
21. Export controls, sanctions, and anti-bribery
We both comply with U.S. export controls, sanctions law, and anti-bribery laws like the FCPA. No bribes, no business with sanctioned parties.
21.1 Export and sanctions. Each party will comply with all applicable export-control and economic-sanctions laws, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, and the United Nations. Neither party will export, re-export, or transfer the Services, directly or indirectly, in violation of those laws.
21.2 Anti-bribery. Each party will comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and analogous anti-bribery and anti-corruption laws in any jurisdiction where it does business. Neither party will offer, promise, give, or accept any improper payment in connection with these Terms.
22. Governing law and dispute resolution
Delaware law governs. Before suing, we try to work it out for 30 days. Disputes go to binding arbitration in Delaware (AAA Commercial Rules), individual only — no class actions. Small-claims court is still available. You can opt out of arbitration within 30 days of accepting these Terms by emailing [email protected].
22.1 Governing law. These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22.2 Informal resolution. Before initiating arbitration or litigation, the party with a dispute will send the other party a written notice describing the dispute and the relief sought, and the parties will negotiate in good faith for at least 30 days.
22.3 Binding arbitration. Any dispute arising out of or relating to these Terms that is not resolved under Section 22.2 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration is Wilmington, Delaware; the language is English; and the arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.
22.4 Individual basis; class waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS AND HAS NO AUTHORITY TO PRESIDE OVER A CLASS PROCEEDING.
22.5 Small-claims carve-out. Either party may bring an individual action in small-claims court in lieu of arbitration if the action qualifies under the court's rules.
22.6 Injunctive relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
22.7 Arbitration opt-out. Customer may opt out of the arbitration agreement in Sections 22.3 and 22.4 by sending written notice to [email protected] within 30 days after first accepting these Terms. The notice must identify Customer and clearly state that Customer is opting out of arbitration. Opting out does not affect any other provision of these Terms.
23. Notices
Operational notices go via the dashboard and email. Legal notices to us go to [email protected], with a copy by mail. Legal notices to you go to the admin email on your account, with a copy to any address you've given us.
23.1 Operational notices. Routine operational notices may be given through the QairoPay dashboard or by email to the administrators on the account. Such notices are effective when sent.
23.2 Legal notices. Notices regarding breach, termination, indemnification, or other legal matters must be sent (a) to QairoPay at [email protected] with a duplicate copy by certified mail to QairoPay, Inc., Attn: Legal, [VERIFY: registered office address, Delaware], and (b) to Customer at the legal-notice address in the order form (or, if none, the admin email on the account). Legal notices are effective upon receipt.
24. Assignment
Neither side can hand the contract to someone else without consent, except in a merger or sale of substantially all assets. Even then, the assignee inherits the same obligations.
Neither party may assign these Terms or any rights or obligations under them without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without consent, provided that the assignee assumes all obligations. Any assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.
25. General provisions
This is the entire deal. If a court strikes one part, the rest still applies. Headings are for reading convenience only. We're not partners or employees. Counterparts and electronic signatures count.
25.1 Entire agreement. These Terms, together with each order form, the DPA, the Security Schedule, the Acceptable Use Policy, and the documentation, constitute the entire agreement between the parties on the subject matter and supersede all prior or contemporaneous agreements.
25.2 No waiver. A failure or delay in exercising a right under these Terms is not a waiver of that right. A waiver of any breach is not a waiver of any subsequent breach.
25.3 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and the unenforceable provision is reformed to the minimum extent necessary to be enforceable.
25.4 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
25.5 Third-party beneficiaries. There are no third-party beneficiaries to these Terms, except that the Issuing Bank, the on-ramp partner, and the card networks are intended beneficiaries of Customer's obligations relating to the Spend Card program and on-chain settlement to the extent of those obligations.
25.6 Counterparts; electronic signatures. Order forms and amendments may be signed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.
25.7 Headings. Section headings are for convenience only and do not affect interpretation.
26. Changes to these terms
We can update these terms. Material changes get 30 days' notice through the dashboard and email. Continuing to use the Services after the change takes effect means you accept the new terms.
QairoPay may update these Terms, the DPA, the Acceptable Use Policy, and the documentation from time to time. Material changes adverse to Customer take effect 30 days after notice (given through the dashboard and to the email on the admin account). Non-material changes and changes that benefit Customer or are required by law take effect immediately. Continued use of the Services after a change becomes effective constitutes acceptance. If Customer does not accept a material change, Customer's exclusive remedy is to terminate the affected order form with effect from the effective date of the change and receive a pro-rated refund of prepaid unused fees.
27. Order of precedence
If documents conflict, the order is: Order Form, then this Master Agreement, then the DPA, then the Security Schedule, then the AUP, then the documentation.
In the event of a conflict among the documents that comprise these Terms, the order of precedence is: (a) the applicable order form, (b) these Terms, (c) the Data Processing Addendum, (d) the Security Schedule, (e) the Acceptable Use Policy, and (f) the Documentation. The conflicting document with higher precedence controls solely to the extent of the conflict.
28. Contact
Legal: [email protected]. Support: [email protected]. Security: [email protected].
QairoPay, Inc., a Delaware corporation. Legal notices: [email protected]. Support: [email protected]. Security: [email protected]. Compliance: [email protected]. Mailing address: [VERIFY: registered office in Delaware].
Legal disclaimer. These Terms of Service are a starting draft generated with AI assistance and are not legal advice. QairoPay's counsel must review, customize, and finalize these terms — including identity of the Issuing Bank, registered office address, and any jurisdiction-specific provisions — before they are used. Items marked [VERIFY] require human confirmation. No attorney-client relationship is created by reading this page.