TERMS AND CONDITIONS
The last update will come into force: June 18, 2022.
IMPORTANT! 
PLEASE READ THIS DOCUMENT CAREFULLY. THIS DOCUMENT SHALL BECOME LEGALLY BINDING TO YOU UPON CLICKING THE "SIGN UP" BUTTON. IF THERE IS ANYTHING IN THIS DOCUMENT WHICH YOU DO NOT UNDERSTAND, PLEASE, CONTACT US. IF THERE IS ANYTHING IN THIS DOCUMENT WITH WHICH YOU DO NOT AGREE, PLEASE DO NOT CLICK THE "SIGN UP" BUTTON.
This is a contract between you and IQ Labs Ltd. ("IQPay"), a company incorporated in Saint Vincent and the Grenadines (registration number 26631BC2022) and whose registered office address is Suite 305, Griffith Corporate Centre, St. Vincent and the Grenadines.
References in this Agreement to "IQPay", "Company", "we", "our" or "us", are to XXX, and references to "you" or "your" are to the person with whom IQPay enters into this Agreement.
1. GENERAL PROVISIONS
1.1. The present Agreement (hereinafter referred to as "Terms") stipulates the terms and conditions for using the IQPay System, as well as procedures, under which you (Individual) or Legal Entity you represent, as merchants, can use the IQPay System.
1.2. The Terms, which are currently in force, are always available on the Website. We urge you to make a copy of the text of these Terms for future reference.
1.3. When accepting the Terms by any method allowed, you acknowledge and agree that: (i) you have reviewed and understand the present agreement; (ii) you agree to be legally bound by the terms and conditions of the present agreement.
1.4. When and if the Terms are unacceptable or incomprehensible, or unclear to you fully or in part, you shall have no right to use the IQPay System. In case you are in doubt regarding the Terms, you must get a competent consultation from a lawyer before entering into any actions related to the transfer of the Cryptocurrency via the IQPay System.
1.5. We do not provide and do not intend to provide any financial and/or other regulated services to you in line with the current local and/or international regulations. In relation to payments and/or transactions in Cryptocurrencies, any legal relations are between you/the legal entity you represent as Merchants and your customer making a payment or transaction. IQPay is not a party to relations between you as a Merchant and your customers making payments in Cryptocurrencies. IQPay does not accept any queries, letters, requests and (or) complaints regarding you, your services, products, activities, and (or) a payment and (or) any type of transaction, sale or purchase related to you as a Merchant and your customers. The Company provides exclusively technical services for receiving cryptocurrency payments and their subsequent storage.
1.6. The Website of the IQPay System is https://iqpay.io/
1.7. You may contact us by email at support@iqpay.io.
2. SERVICES
2.1. The IQPay System means a computer program with relevant user interfaces available on the Website and/or otherwise accessible, owned, administered, supported and developed by us and intended to provide our Services.
2.2. The following services may be provided to you by the IQPay System:
(A) one or more hosted digital currency wallets (the "IQPay Wallets") enabling you to store, track, transfer, and manage your balances of certain supported digital currencies like Bitcoin or Ethereum (collectively "Digital Currency" or "Digital Currencies"); and
(B) a Digital Currency payment processor enabling you to store and send cryptocurrency assets (the "IQPay Crypto Payment Gateway").
3. USE OF THE IQPAY SYSTEM
3.1. To log in to the IQPay System you can use your own software (desktop or mobile browser) that meets the requirements specified on the Website or the programs (apps) downloaded from the Website provided by us. The requirements for the Software intended for logging in to the IQPay System as well as the instructions for downloading and installation of the programs (apps) provided by IQPay shall be made available on the Website.
3.2. By using the IQPay System you shall agree and acknowledge that all and any actions (transactions) performed via your Account in the IQPay System related to the provided services offered by IQPay shall be valid and cause the same legal effects as the actions (transactions) formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document endorsed with a stamp of such entity.
4. CREATION OF AN ACCOUNT
4.1. To identify you as you log into the IQPay System through your Account, your E-mail address, a login and a password created by you as well as data provided by you in accordance with the registration procedure shall be used.
4.2. The E-mail address specified by you and intended for your identification shall be valid throughout the entire period of validity of your Account and cannot be changed. You shall be entitled to change the login password intended for your identification at any time by taking appropriate actions specified on the Website.
4.3. Your Account in the IQPay System will be created upon specifying your E-mail address and creating your login and password. The creation of the Account will grant you a right to use the Website and familiarize yourself with the operation of the IQPay System, however, this will not be a sufficient basis for entering into the Digital Currency transactions and related services.
4.4. You must ensure the secrecy of your Account and your login information used to enter into the IQPay System and must use 2FA. IQPay shall assume no responsibility for any actions in the IQPay System that are not initiated by you and any consequences thereof if such actions have been taken and confirmed after logging into the System with your E-mail address and your password. All the risk regarding the actions indicated in the present clause or any illegitimate actions made via your Account shall fall exclusively on you.
5. LIABILITY LIMITATIONS
5.1. If you have a dispute with one or more users of the IQPay System, you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.
5.2. The IQPay System shall enable you to accept Digital Currency and under no circumstances shall assume the responsibility for change in or loss of the value of Digital Currency. You should consider the fact that for objective reasons the value of Digital Currency may change rather much and it may happen in a rather short time.
5.3. In no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Terms or otherwise:
(A) for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from your use of, inability to use, or unavailability of the IQPay System, as well as your relations with your customers, regardless of the form of action and whether or not IQPay knew that such damage may have been incurred.
(B) for any damage, loss or injury resulting from hacking, tampering, virus transmission or other unauthorized access or use of the services, your IQPay account, or any information contained therein.
(C) for any damages arising in connection with the changes in fees earned by IQPay in connection with your use of the services. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
5.4. You agree to indemnify, release and hold harmless IQPay, its affiliates and any company under common ownership or control with IQPay or its affiliates, as well as the officers, directors, agents, representatives and employees of the foregoing, from any claim, liability, loss, expense or demand, including legal fees, related to a particular transaction, a purchase, product, good and (or) service, your access or use of the IQPay System or any of the information, materials, products or services available through the IQPay System.
5.5. The software (IQPay Crypto Payment Gateway) is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement.
5.6. In no event shall the owners and developers of the software, IQPay employees and affiliates, copyright holders, or IQPay be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.
5.7. The IQPay System is not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. You should seek your own independent financial, legal, regulatory, tax or other advice before making an investment in the investments or products. If you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.
5.8. We will make reasonable efforts to ensure that Digital Currency Transactions, requests for debits and credits involving Digital Currency Wallets are processed in a timely manner but IQPay makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
5.9. Except for the express statements outlined in this Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access to the IQPay System.
5.10. We are not liable for any breach of the Terms, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.
6. DEVELOPMENT AND MODIFICATION OF IQPAY SOFTWARE
6.1. We reserve a right to exercise at IQPay’s discretion at any time to develop, improve, and otherwise modify the Website and (or) the applications comprising the IQPay System or other programs related to services provision, the functions and functionality of the Website and (or) of the IQPay Crypto Payment Gateway and IQPay Wallet, including (but not limited to): quantity of functions (by both increasing and decreasing it), their scope (by both increasing and decreasing it), the procedure for use of the functions, scope of data required for your identification and identification procedures etc.
6.2. We assume no responsibility for any losses and inconveniences to you and any third parties, which may be sustained as a result of exercising of IQPay rights indicated in this clause, or are released from such responsibility.
7. INTEGRATION PROCEDURE. APIS
7.1. In case you decide to integrate the IQPay Crypto Payment Gateway or any part of application programming interfaces (APIs) in your website and/or system, you do so at your own full risk and cost. In no event will IQPay be liable to you or any third party for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from the said integration. IQPay DevTeam and Technical Support will assist in the integration process to simplify it and make it more comfortable for the Merchant/Customer.
8. RESTRICTIONS ON AND TERMINATION OF PROVISION OF SERVICES
8.1. It is strictly prohibited to use our System for any of the following:
(A) to conduct or engage in any illegal or unlawful activity;
(B) to hide or disguise the proceeds of any illegal or unlawful activity;
(C) to engage in any fraudulent or malicious activity;
(D) to control or use an Account that is not yours or a Client you represent;
(E) to use the IQPay System not in your own name, unless you represent another person;
(F) to allow anyone who is not a duly authorized person to have access to your login and use the IQPay System on your behalf;
(G) to disable, disassemble, reverse-engineer or decompile the IQPay System;
(H) to act in a way which imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; to transmit or upload any material to the IQPay System that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; to attempt to gain unauthorized access to the IQPay System, Accounts of other persons, computer systems or networks connected to the IQPay System, through password mining or any other means; to use the Account information of another party to access or use the IQPay System;
(I) to infringe on our proprietary intellectual property;
(J) to conduct or engage in activity in a way that we reasonably believe might harm our ability to provide our Services and/or to properly operate the IQPay System;
(K) to engage in any other use or activity that breaches these Terms or is not in conformity with sustainable activities of the Company, ensuring human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Company.
8.2. We reserve the right to restrict or terminate the provision of services discussed in the Terms to you without any prior warning as well as to block or delete your Account:
(a)  if you fail to fulfil or improperly fulfil your obligations specified in Terms and (or) arising from the present Agreement or otherwise violate the provisions of the present Agreement, or
(b) when provision of respective services to you might threaten the security of the IQPay or the Website, or
(c) upon instruction or suggestion from competent public authorities or if such restrictions become necessary according to legislation, or
(d) if IQPay suspect that you use the services for illegal, fraudulent and (or) unfair activities or if IQPay thinks that your use of the services may damage IQPay reputation.
If the provision of the services is restricted or terminated as a result of suspicion that you are engaged in illegal fraudulent and (or) unfair activities, it is your responsibility to prove the absence of such a circumstance to us.
8.3. We reserve the right to restrict or terminate the provision of services at any time without any prior warning or to impose special conditions for the use of the services if you are engaged in activities that, in IQPay’s opinion, involve greater risk.
8.4. Other restrictions on the provision of services may also be specified on the Website.
9. INFORMATION STORAGE
9.1. We undertake to store essential information related to IQPay Services and Cryptocurrency Transactions via IQPay System for our own needs for at least five (5) years in durable media of IQPay choice in encrypted form.
9.2. On the other hand, in order to have proof of actions taken by you or by IQPay in fulfilment of the present Terms and Conditions, you should save corresponding information and store it in durable media of your choice.
9.3. We undertake to make appropriate efforts in accordance with usual practice in safekeeping information related to the provision of the services (including your data); however, IQPay cannot guarantee the total security of the information and data.
10. FEES
10.1. Our fees and rates that IQPay will charge you for using the IQPay System and Services as well as for other services provided under the present Terms, including the special (additional) provisions thereof, shall be indicated on the Website. You will have to pay IQPay for specific transactions in Digital Currency and other financial operations within the scope of IQPay Services at the rates indicated on the Website and applicable at the moment those transactions are carried out.
10.2. IQPay reserves the right to apply discounts, at its own discretion, on the fees that are to be charged.
11. DIGITAL CURRENCY TRANSFER VIA IQPAY
11.1. We reserve the right to determine the minimum and (or) maximum amounts of the Digital Currency to be purchased in a single operation indicating such restrictions on the Website.
11.2. We reserve the right to determine the minimum and (or) maximum amounts of the Digital Currency to be sold in a single operation indicating such restrictions on the Website.
12. COLLECTING DIGITAL CURRENCIES ON YOUR BEHALF
12.1. You authorize IQPay to receive Digital Currencies, hold, exchange and disburse them, as well as deduct IQPay commission on your behalf, and to take any and all actions that find necessary or desirable to provide the IQPay Crypto Payment Gateway Services or to comply with all applicable law and the present Agreement. Payments by your customer to IQPay will be considered the same as payments made directly to you. IQPay is not authorized to take any action on your behalf, except as stated in the present Agreement.
12.2. In relation to payments/transactions in Digital Currencies/Fiat currencies made to you, any legal relations are between you as a merchant and your customer making a payment. IQPay is not a party to relations between you as a merchant and your customers making payments in Digital Currencies.
12.3. We do not accept any queries, letters, requests and (or) complaints regarding you, your services, products, activities and (or) payments/transactions between you as a Merchant and your customers.
12.4. We collect Digital Currencies to the Virtual Currencies Account exclusively for and on behalf of you.
12.5. We do not engage in any other activities on behalf of you, your representative, agent or employee.
12.6. We shall not control, monitor, assess, authorize (and) or supervise your activities and (or) particular transactions.
12.7. The foregoing does not preclude IQPay from exercising the right to restrict or terminate the provision of services to you at any time according to the conditions of the present Terms.
13. GENERAL RIGHTS AND OBLIGATIONS.
13.1. Your obligations:
(A) to act in good faith and adhere to the present Terms as well as other provisions, use the IQPay System according to the regulations governing its use, and timely discharge your financial obligations to us;
(B) to promptly (but not later than on the same working day as you become aware of that) notify IQPay by E-mail address given on the Website of improperly provided services, loss, theft, unauthorized use or illegal acquisition of IQPay’s login data, and also of the loss of your smart device used for logging into the IQPay System;
(C) to register in the IQPay System only once, except when your account becomes accessible to other persons. In such a case you should provide IQPay in writing with the E-mail and Personal Data of those persons authorizing IQPay to grant them access to your Account;
(D) not to use the IQPay Crypto Payment Gateway and Services for illegal actions (making illegal transactions, fraud etc.) as well as for activity that may hurt IQPay’s reputation, or for the purposes of money laundering and terrorist financing.
If you have any doubts regarding the compliance of your activity with the requirements set out in this clause you must report the nature of your activity to IQPay and not carry out any transactions in Digital Currency until instructed otherwise;
(F) to take all the reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to transactions in Digital Currency;
(G) at all times to comply with all applicable laws and regulations, including but not limited to anti-money laundering and terrorist financing regulation, personal data protection laws, unfair commercial practices regulations, consumer rights laws, advertising laws.
13.2. IQPay’s obligations to you:
(A) to act in good faith and with discretion to meet your interests in the best way;
(B) to strive to enable the intended use of the Website and the IQPay Crypto Payment Gateway and IQPay Wallet, timely take measures to correct the operation faults with the Service provision and (or) the IQPay Platform and Services;
(C) to properly discharge IQPay’s financial obligations to you.
13.3. Having registered in the IQPay System you automatically agree to receive by Email (to the address provided at the time of registration) from IQPay information related to transactions in Digital Currency, including various offers to obtain additional services, products, etc.
13.4. You may cancel your agreement to receive news, promotions, update information, etc. at any time by submitting a corresponding notification to IQPay in the manner specified on the Website.
14. YOUR ASSURANCES AND GUARANTEES
14.1. By using the Website and the IQPay System, you hereby shall guarantee that the information and data provided by you:
(A) is accurate, correct, up to date and not misleading;
(B) is free of viruses or other computer programs or files that could interfere with the normal functioning of the IQPay Platform and/or related applications.
14.2. IQPay hereby reserves the right to exercise at own discretion at any time to amend the present Terms by publishing an updated text of the Terms on the Website. If after the publishing of the updated text of the Terms on the Website you will continue entering into the transactions with the Digital Currency, it shall be deemed that you agree with the amended Terms and you undertake to be bound by them.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. You shall acknowledge and agree that the performance of the obligations under these Terms will provide you with access to various documents, processes, software and other technologies and materials, to which the IQPay and/or one or more third parties related with IQPay will hold all intellectual property rights, including (a) copyrights, rights affording protection similar to copyright, rights in databases, patents and rights in inventions, trademarks, rights in internet domain names and website addresses and other rights in trade names, designs, know-how, trade secrets and other rights in Confidential Information, including under marketing legislation; (b) all other rights having equivalent or similar effect in any country or jurisdiction in the world (collectively "Intellectual Property Rights").
15.2. All copyrights, trademarks, patents, trade secrets and other Intellectual Property Rights relating to IQPay System, including the systems, platforms, software and documentation provided by IQPay to you are the property of the IQPay and/or the third party which granted the IQPay the right to provide/supply them, shall remain at all times the sole and exclusive property of the IQPay or the relevant third party, and you shall have no right or interest in them except for the right to access and use them in order to use our IQPay System under these Terms.
15.3. Any agreements or other transactions entered into on the basis of the present Terms shall not be the royalty agreements. IQPay and you shall not transfer or grant any copyright or the rights related hereto to each other, except for the right to use IQPay relevant applications discussed in the present Terms or other computer programs that are provided to you so as to enable you to log into the IQPay System and enter into appropriate transactions related to the Digital Currency in accordance with the license agreements (package licenses) accompanying respective application or other computer programs.
16. CONFIDENTIALITY
16.1. The Parties acknowledge that, from time to time, the Parties may disclose to each other either directly or indirectly electronically, in writing, orally or otherwise, information which is proprietary or confidential or which would, under the circumstances, be understood by a reasonable person to be proprietary and non-public, including without limitation, technical data, know-how, trade secrets related to activities of any of the Parties, the non-public Company information and all unpublished service manuals, information, data and other similar materials or records provided by the Party to the other Party pursuant to this Terms or otherwise (“Confidential Information”).
16.2. The Parties shall use such Confidential Information solely for fulfilling its responsibilities and obligations under these Terms and for no other purposes. The Parties shall retain such Confidential Information in strict confidence and shall not disclose it to any third party without the written consent, except to the third party(-ies) engaged/contacted by the IQPay in order to ensure maintenance of the IQPay System/compliance with applicable legislation as well as to law enforcement.
16.3. Each Party shall use at least the same procedures and degree of care which it uses to protect its own Confidential Information of like importance and in no event less than reasonable care, and shall be responsible and liable for any use or disclosure of the Confidential Information, including by its employees or other related persons, in violation of these Terms.
16.4. The Party shall immediately notify the other Party of any unauthorized use or disclosure, or suspected unauthorized use or disclosure of Confidential Information.
16.5. The provision of confidentiality shall not apply when the information is provided by any of the Parties to its lawyers, auditors or other persons invoked by that Party for the performance of the agreements provided for in the Terms and obliged by law or written documents to honour the provision of confidentiality, as well as to supervisory bodies and other authorities that have a right to access this information in accordance with the conditions set out by the law.
16.6. We shall automatically consider confidential the information on the content of transactions with the Digital Currency, security requirements related to the transactions with the Digital Currency, technical data, know-how, trade secrets related to activities of any of the Parties, and any other non-public information of the other Party that has been specified as confidential by such Party, and you shall be required to consider it confidential as well
17. PERSONAL DATA PROTECTION
17.1. We will collect, use, store, and otherwise process information about you as described in detail by the IQPay Privacy Policy available on the Website and updated from time to time. You have to familiarize yourself with the Privacy Policy prior to executing the present Agreement. In case you find the Privacy Policy or any parts thereof unclear or unintelligible, please refer to IQPay’s Data Protection Officer, as explained by the Privacy Policy, at support@iqpay.io prior to executing the present Terms and he/she will help you.
17.2. By way of executing the present Terms, you acknowledge and understood the Privacy Policy.
17.3. We implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
17.4. You are obliged to inform IQPay in writing immediately in case any information held about you is inaccurate or not up to date or you believe that any of the information about you is collected, used and stored by IQPay in a manner not compliant with applicable laws.
17.5. By accepting the Terms, you or Legal Entity you represent, as a data controller, authorize us, as a data processor, to process personal data controlled by you and entrusted to IQPay (information about your representatives and purchasers) on your behalf and pursuant to your instructions for the sole purpose of providing you with the IQPay System.
18. VALIDITY OF THE TERMS AND CONDITIONS
18.1. Should any provision of the present Terms appear to be in conflict with mandatory law and therefore null and void, this shall not make all the Terms or the agreements concluded on the basis thereof null and void. In such a case IQPay shall undertake to replace the null and void provision of the present Terms with economically and legally nearest its equivalent.
19. SUBMISSION OF COMPLAINTS AND CLAIMS
19.1. You may submit your complaints and claims regarding failure to perform or undue performance of the provisions of the present Terms to IQPay by E-mail support@iqpay.io.
20. FINAL PROVISIONS
20.1. IQPay may announce and amend the present Terms from time to time and all the modifications and/or amendments shall be an integral part of the present Terms and become valid at the time of its publishing with or without prior notification.