TERMS OF USE EFFECTIVE ON 5th March 2025

These Terms of Use (the “Terms of Use”) govern the use of the products, services or any other features, technologies or functionalities related to services that enable you to send cryptocurrency or other forms of digital assets to recipients (“Services”) provided by CHEQs Inc., a C Corp formed in the State of Delaware (“CHEQs”, “we”, “our”, or “us”) through CHEQs’s website located at www.cheqs.com (the “Site”), API or through any other means we provide to you (“Business Customer”, “you” or “your”). By using the Services, you accept these Terms of Use and agree to be bound by them, confirm that you have read, understood, and accepted all of the provisions contained herein, including, without limitation, Section 16.7, Governing Law; Arbitration; Waiver of Class Action.

CHEQs is a blockchain/cryptocurrency transaction platform. CHEQs is not a cryptocurrency exchange, cryptocurrency custody service, cryptocurrency custodial wallet or payment processor. The Services enable you to send stablecoins payments (“Payouts”) to your Payout recipients (“Recipients”).

By using the Services, you authorize CHEQs to act as your agent and to receive funds and disburse cryptocurrencies on your behalf to Recipient wallet addresses as directed by you, and to take any and all actions that we think are necessary or desirable to provide the Services.

CHEQs is subject to U.S. laws and regulations. This includes the Bank Secrecy Act, the economic and trade sanctions programs administered by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury, the USA PATRIOT Act, and other anti-money laundering (AML) and anti-terrorist financing (ATF) laws. Under applicable laws and regulations, CHEQs is not required to maintain a comprehensive AML/ATF/OFAC Sanctions compliance program, however, CHEQs may implement its own Know-Your-Client (KYC) and AML procedures. CHEQs may also be subject to certain reporting requirements under the Internal Revenue Code of the United States Internal Revenue Service.

You represent and warrant that:

1. The authorized representative accepting the Terms of Use on your behalf is at least the age of 18 and has all necessary power and capacity to bind the Business Customer hereto;
2. You have all necessary right, power, authority and ability to enter into and perform under the Terms of Use and use the Services;
3. You are duly organized, validly exist, in good standing under the laws of the state and country of formation, and duly qualified and in good standing in each jurisdiction in which the conduct of your business requires you to so qualify;
4. Your use of the Services will not contravene any applicable international, federal, state or local laws or regulations;
5. You ensure that your use of the Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all OFAC-administered sanctions programs and any other sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve your customers;
6. Your use of the Services is subject to your own anti-money laundering/anti-terrorist funding compliance program which complies with the OFAC sanctions program and any other sanctions programs that may apply to you;
7. You will comply with applicable tax laws and regulations that may apply to your use of the Services, including any necessary tax withholdings;
8. Your use of the Services will not violate the Terms of Use and any other applicable terms of use; and
9. All information that you have provided to us, and may from time to time provide to us, is and shall continue to be true and complete, or you will promptly provide updated information to maintain the accuracy and completeness of such information.

In order to use the Services, you must open a CHEQs account (“Account”). When you open an Account, you will be asked to submit business-related information such as, but not limited to, name, mailing address, physical address, phone number, email address, information relating to the ultimate beneficial owner(s) or the individual(s) having significant control over the business, legal name, fictitious name (i.e. DBA), and company website.

You may be asked to submit additional information and/or documents to enable us to verify your identity and assess business risk, such as date of birth, corporate formation information (as applicable), tax identification number, government-issued identification, third-party verification such as recent bank statements or letter of good standing, compliance program documentation, and/or information regarding your Recipients.

You may also be asked to submit additional information and/or documents to enable us to comply with any local or international regulatory compliance and/or reporting obligations as described in Section 2, above, or any other applicable law, regulation or governmental or court order as needed.

The information you provide at the time of opening the Account must be accurate and complete, and you must inform us within ten (10) business days of any changes to such information. CHEQs has the right to reject your Account registration, to later close your Account, or to restrict the provision of Services to you if you do not provide and maintain accurate, complete and satisfactory information.

In connection with your use of the Services, and your interactions with other users and third parties, you agree you will not engage in the following uses (the “Prohibited Uses”). This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at legal@cheqs.com:

1. Unlawful Activity: Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation, including applicable sanctions programs including but not limited to OFAC, or which would involve proceeds of any unlawful activity; activity which would publish, distribute or disseminate any unlawful material or information.
2. Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to our computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to our computer systems, networks or sites or our other customers’ Accounts, computer systems or networks connected to us, through any other means; interfere with another individual's or entity's access to or use of the Services; use information of another party to access or use our computer systems, networks or sites; transfer your Account access or rights to your Account to a third party, unless by operation of law or with the express written permission of CHEQs; or harvest or otherwise collect information from our computer systems, networks or sites about others, including without limitation email addresses, without proper consent.
3. Abusive Actions Against Others: Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.
4. Fraud: Actions which operate to defraud us, our users, or any other person; provide any false, inaccurate, or misleading information to us.
5. Intellectual property infringement: Transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit licensed materials without the appropriate authorization from the rights holder; use of any CHEQs intellectual property, name, or logo, including use of CHEQs trade or service marks, without express consent from CHEQs or in a manner that otherwise harms CHEQs or any CHEQs brand; any action that implies an untrue endorsement by or affiliation with CHEQs.

In addition to the Prohibited Uses, you may not use the Services in connection with any of the following categories of businesses, business practices, or items for sale (the “Prohibited Business”). This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into a Prohibited Business category. If you are uncertain as to whether or not your use of the Services involves a Prohibited Business category, or have questions about how these requirements apply to you, please contact us at legal@cheqs.com.

1. Drugs and drug paraphernalia (e.g., narcotics, controlled substances, and any equipment designed for making or using drugs);
2. Marijuana/cannabis dispensaries and related products and businesses;
3. Weapons, munitions, gunpowder and other explosives (including fireworks);
4. Toxic, flammable, and radioactive materials;
5. Pseudo-pharmaceuticals;
6. Substances designed to mimic illegal drugs;
7. Sexually explicit content;
8. Sexually-related services;
9. Pyramid and investment schemes, multi-level marketing schemes, and other unfair, predatory or deceptive practices;
10. Items used for speculation or hedging purposes (such as derivatives);
11. Credit and collection services;
12. Items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents, including counterfeit or unauthorized goods;
13. Products and services with varying legal status from state to state;
14. Transactions that disclose the personal information of third parties in violation of applicable law; and
15. Transactions related to cloud-mining.

If you engage in any of the following categories of businesses, business practices, and items for sale (the “Restricted Business”), you will only be allowed to transact as expressly authorized by us and may be required to agree to additional conditions, make supplemental representations and warranties, complete enhanced onboarding procedures, and operate subject to restrictions. This list is non-exhaustive and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories. If you are uncertain as to whether or not your use of the Services involves a Restricted Business, or have questions about how these requirements apply to you, please contact us at legal@cheqs.com.

1. Charitable organizations;
2. Religious/spiritual organizations;
3. Money Services Business as defined by FinCEN of the United States Department of the Treasury;
4. e-Wallets;
5. Foreign and currency exchange services;
6. Sale or trade of cryptocurrencies;
7. Transactions associated with purchase or sale of annuities or lottery contracts, lay-away systems, banking, offshore banking, transactions to finance, investing, investment related products; and
8. Transactions involving gambling or any activity requiring an entry fee and a prize, including but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, if you and your Recipients are located exclusively in jurisdictions where such activities are permitted by law.

You will choose a password when registering for your Account. You are responsible for maintaining the confidentiality of your password and Account access credentials. You are fully responsible for all activities that occur with the use of your password or Account. Please notify us immediately if you become aware of any unauthorized use of your password or Account or any other breach of your security which may compromise your password or Account. You may not allow third parties or unauthorized users to use your Account. We will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. You may notify CHEQs of a security breach regarding your password or Account by emailing help@cheqs.com.

As required by applicable laws and regulations, CHEQs is required to maintain records of all documentation and information related to your Account for the duration that your Account is active and after your Account is closed.

You may be required by applicable laws and regulations to maintain records regarding your Account and Payouts. You are solely responsible for determining the Payouts records you must maintain.

Either CHEQs or the Business Customer, or their auditors, an appropriate regulator, or other relevant competent authority may request to obtain and inspect certain of the other party’s business records with reasonable advance notice or immediately if required by law, a regulator, or other relevant authority. If you refuse such a request, we reserve the right to suspend or terminate your Account.

You hereby authorize us to share information about you, your Account and Account activity with law enforcement, regulators and government agencies. We hereby also authorize you to share information about us and our Services to you with law enforcement, regulators and government agencies.

You may close your Account anytime. You will still be obligated to us for any fees incurred, if applicable, before the closure, and we will return to you any funds not associated with pre-closure Payouts. 

We reserve the right to decline to process a Payout, to provide our Services to you or immediately suspend or close your Account, without notice, if we learn or reasonably suspect, in our sole discretion, that you will use or have used your Account to engage in unlawful or improper activity in violation of applicable laws or regulations, the Terms of Use, and/or our other applicable terms of use, including but not limited to a violation of Section 4.2, Prohibited Business or Use, or Section 4.3, Restricted Business. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.

Additionally, if your Account does not have a Payout for more than twelve consecutive months, we reserve the right to suspend the Account and automatically disable processing capabilities. You will receive information about the process to reactivate the Account.

If your Account is closed for any reason, you agree: (a) to continue to be bound by the surviving provisions of the Terms of Use, (b) to immediately stop using the Services, (c) that the license provided under the Terms of Use shall end, (d) to remove from your website, apps and marketing materials and discontinue using any CHEQs service marks, logos or other branding, (e) that we will retain certain information and Account data as required under applicable laws and regulations, (f) that we will return to you any balance in your Account; and (g) that we shall not be liable to you or any third party for termination of access to the Services, closure of an Account, or retention of information or Account data.

Prior to receiving a Payout, to comply with CHEQs’s compliance requirements, your Recipient must verify his or her identity by signing up for CHEQs’s identity verification account, called “[**],” or signing in with an existing Account. During this process, the Recipient must provide a valid [*cryptocurrency address/bank account/other Recipient location*] which will enable receipt of Payouts.

CHEQs will confirm that the Recipient’s provided [*cryptocurrency address/bank account/other Recipient location*] is valid, and does not appear on applicable sanctions lists, and is otherwise acceptable from a risk exposure perspective. However, CHEQs cannot confirm that the [*cryptocurrency address/bank account/other Recipient location*] truly belongs to the Recipient, nor that the Recipient possesses private keys to the associated wallet, as applicable. CHEQs is not responsible for any errors related to any provided address.

To have a cryptocurrency address, Recipients need a cryptocurrency wallet. Recipients are free to choose any cryptocurrency wallet[*, including a CHEQs wallet. Use of a CHEQs wallet is solely subject to CHEQs’s Wallet Terms of Use, which are between CHEQs and the wallet holder*].

Regardless of the cryptocurrency wallet used, CHEQs has no control over or access to the private keys for such wallet, and therefore no control over or access to the Recipient’s funds. CHEQs does not assume any risk or liability for a Recipient’s use of any wallet.

CHEQs is not responsible for, and cannot assist with recovery of, any loss of cryptocurrency funds incurred if a wallet is compromised, for example due to loss of or unauthorized access to private keys, accidental sharing of a backup, a bug in the user’s device or the wallet software, or a malicious attack on the wallet software. In the event a Payout is made to a wallet that becomes compromised or inaccessible, it is up to you to decide how to handle any inquiries or claims. CHEQs does not get involved in resolving such issues.

Currently, CHEQs supports Payouts only in certain stablecoin. These are USDT, USDC, DAI and EUROC. CHEQs may enable additional stablecoins or cryptocurrencies in the future. Your recipients will select the [*stablecoin/cryptocurrency/fiat currency/digital asset/virtual currency/cash/other specific currency*] in which they wish to receive their Payout.

Payouts are only processed if you have sufficient funds available in your Account balance at the time the Payouts are sent. As part of your onboarding process, we will provide you with instructions for funding and maintaining your Account. Payouts are sent pursuant to [*the schedule listed in [**]/alternative method of determining Payouts*]. CHEQs will update the payout frequency from time-to-time, in which case the updated schedule will be noted on the CHEQs website.

CHEQs locks the applicable cryptocurrency exchange rate at the time the Payout request is executed. You agree that you assume the volatility risk of the fiat currency in which you hold a balance in your Account. For example, if you instruct us to send $150.00 worth of Bitcoin to a Recipient, CHEQs will lock the exchange rate, send the Bitcoin equivalent to the Recipient, and debit $150.00 (plus the Payout processing fee, as set forth in Section 12) worth of Bitcoin from your Account balance, but we do not guarantee the value of the U.S. Dollar or any other applicable fiat currency relative to any benchmark.

The payment of cryptocurrency by CHEQs to a Recipient is evidenced via public information in the blockchain and via confirmation reporting made available to you in CHEQs’s API.

If for some reason a Payout cannot be completed pursuant to your instructions, CHEQs will retain the associated funds, which the CHEQs smart contract will either return to you or retain in your Account to use to fund the Payout upon receiving updated instructions from you.

When CHEQs executes Payout requests, we use [**] exchange rate. All Payouts in a set of instructions use the same exchange rate. For more information about how CHEQs calculates exchange rates and factors in market depth, please refer to [*Webpage explaining exchange rates, if applicable*]. 

We will process Payouts according to your instructions. You are responsible for the content and accuracy of the Payout request. You should verify all transaction information prior to submitting instructions to CHEQs, as the transaction may not be cancelled or reversed once initiated.

In using the CHEQs website or the Services, you may separately be offered additional services, products or promotions by third parties. If you decide to use any of these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for third-party services and are not responsible for the performance of third-party services or servicers.

We have implemented security measures designed to protect information from accidental loss and from unauthorized access, use, alteration or disclosure. Our security measures include risk assessments and controls for the following: application and system access, system and application development and maintenance, acceptable use, data classification, incident response, disaster recovery and business continuity, and security training. We cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law. If we reasonably suspect or we become aware of a breach of our security measures that may have impacted you, your Account or your information, we will provide you with notice within 72 hours of gaining such suspicion or becoming aware of such breach. Such notice will be provided to your email address included in your Business Customer profile.

Our Privacy Policy [*, including our California Consumer Privacy Act (“CCPA”) terms and EU privacy policy,*] is available at [*Privacy Policy Webpage*], and is incorporated by reference into these Terms of Use.

You agree and acknowledge that we own all right, title, and interest in the Services, the associated software, technology tools and content, the CHEQs service marks and logos, the CHEQs website, the content displayed on the website, and other materials produced by CHEQs (collectively, “CHEQs IP”). You are only permitted to use the Services and CHEQs IP to offer the Services to your Recipients, or to act as a Recipient of such, according to these Terms of Use. We hereby grant you a personal, limited, revocable, non-exclusive and non-transferable license to use CHEQs IP solely for the purposes of utilizing the Services in their intended fashion. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare CHEQs IP or any portion thereof, or use CHEQs IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on CHEQs IP, nor shall you translate, reverse engineer, decompile or disassemble CHEQs IP.

While you have an active Account with CHEQs, you may use those CHEQs marks that are made available to you by us through our Services (“CHEQs Mark”) and strictly subject to your use being consistent your use of the Services. We reserve the right to update this Terms of Use, restrictions on the use of our Services, and consequently, use of the CHEQs Mark from time to time, and you are responsible for maintaining compliance with the then current version, provided that you have up to sixty days following an update to make any necessary changes. We will make commercially reasonable efforts to provide notice of any changes to this Terms of Use, restrictions on the use of our Services, and consequently, use of the CHEQs Mark. This Terms of Use, restrictions on the use of our Services, and consequently, use of the CHEQs Mark are available via the Site. Without waiving any rights that may be available to us, if we determine that you are using any CHEQs Mark inconsistent with this Terms of Use or other restrictions on the use of our Services or in a manner that we reasonably determine is objectionable, we will provide you with notice and you agree to promptly discontinue the objectionable use. Failure to discontinue objectionable uses or repeated violations of any CHEQs Mark will be deemed a breach of these Terms of Use. Any and all goodwill arising from your use of the CHEQs Marks will inure to our sole and exclusive benefit.

With your prior written approval, we may publish your corporate name, URL, artwork, text, logo, case studies, and other publicly available information about your business ("Content") in CHEQs's promotional materials, marketing channels and business directory. A third party may use CHEQs's publicly available Content and tailor the data to create entries for directories or other channels, and the data listed on third-party directories or channels will be subject to separate third-party terms of use. We may also request a testimonial or quote in the form of a blog post, promotional material, press release, or interview, and/or a reference. You have no obligation to provide Content, a testimonial, quote or reference. If the parties wish to engage in an advertising or marketing campaign together, they will execute a separate marketing agreement.

You represent and warrant to us that you have the right to provide the Content to us, and that the use, copying, modification and publication of the Content by us: (a) will not infringe, violate or misappropriate any third-party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or otherwise violate any law.

If we receive a complaint from a Recipient, we will send it to you for resolution. We reserve the right to terminate Business Customer accounts that receive excessive complaints (see Section 4.6.2, Our Right to Decline, Suspend, or Close Your Account).

If you wish to register complaints regarding our Services, you should contact us via:

For CHEQs Business Customers:

• Website: www.cheqs.com

• Phone: [**]
• Email: [**]

• Mail: [**]

Additionally, the New York State Department of Financial Services will also accept complaints from New York Residents (a defined term in the New York Virtual Currency License) regarding CHEQs:

• Website: www.dfs.ny.gov/complaint

• Phone: 1-800-342-3736

• Mail: 1 State Street, New York, New York 10004-1511

While there are material risks from various forms of payment (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative virtual currency payments), CHEQs discloses the following:

1. Virtual currency (like Bitcoin or any other type of stablecoin, cryptocurrency, fiat currency or digital asset) is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;
2. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency;
3. Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
4. Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the Payout is sent;
5. The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear;
6. There is no assurance that a Person who accepts a virtual currency as payment today will continue to do so in the future;
7. The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time;
8. The nature of virtual currency may lead to an increased risk of fraud or cyber attack;
9. The nature of virtual currency means that any technological difficulties experienced by CHEQs may prevent Payouts made in virtual currency; and
10. Any bond or trust account maintained by CHEQs for the benefit of its customers may not be sufficient to cover all losses incurred by customers.

We charge a processing fee to the Receiver for each Payout successfully processed through our system. The fees are dependent on the kind of Payout and are detailed in our Fee Schedule which you can find here: cheqs.com/fees.

In addition we charge a monthly subscription fee linked to the Plan that you choose. The details of the plans and their corresponding fees are detailed in the Fee Schedule which you can find here: cheqs.com/fees.

You agree to indemnify CHEQs, its affiliates, and any of its and their officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in the Terms of Use.

EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS OF USE, WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES (AND OUR WEBSITE), NOR ANY THIRD PARTY SERVICES THAT OUR SERVICES MAY OR MAY NOT RELY UPON: WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OUR WEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS OF USE, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY, FOR ANY 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 USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, INCLUDING USE OF, INABILITY TO USE, OR UNAVAILABILITY OF ANY BLOCKCHAIN AND/OR SMART CONTRACT MADE AVAILABLE BY ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT THAT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. FOR CUSTOMERS CONTRACTING WITH CHEQS, WHILE THIS LIMITATION OF LIABILITY DISCLAIMS LOST PROFITS AND OTHER INDIRECT DAMAGES, CHEQS DOES NOT OTHERWISE EXCLUDE ITS LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.

You may not transfer or assign these Terms of Use, or any rights granted by the Terms of Use. You agree and acknowledge that we may assign or transfer the Terms of Use.

Should any provision of the Terms of Use be determined to be invalid or unenforceable under any law, regulation, or court order, such determination will not affect the validity or enforceability of any other provision of the Terms of Use.

A party’s failure to assert any right or provision in the Terms of Use shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.

This Terms of Use, including other of CHEQs’s terms referenced herein, represent the entire understanding between you and us. Headings are included for convenience only and shall not be considered in interpreting the Terms of Use.

Any notice or other communication given to a party in connection with the Terms shall be in writing in English. Notices may be sent by a recognized overnight air courier and/or by email. The parties agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to each other electronically will be considered to be “in writing”. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. CHEQs may send notices to you at the email and physical address that you submit in creating your Account. You may update these addresses through your Account dashboard. Notices to CHEQs may be sent to CHEQs, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, Attn: the CEO.

The Terms of Use and any dispute or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United States of America, and to the extent that no federal law applies, the laws of the State of Delaware. If a disagreement or dispute in any way involves the Services or the Terms of Use and cannot be resolved between the parties with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding administration by the American Arbitration Association (AAA), to take place in New York, New York, U.S. or a location agreed upon by both parties, and will be conducted before a single arbiter, or, at the option of CHEQs, three arbiters, pursuant to the applicable Rules and Procedures established by the AAA.

You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If any part of this arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.

We may make changes to the Terms of Use from time to time, and if we do, we will notify you by revising the date at the top of the Terms of Use. We will provide email or similar notification if material changes are made to the Terms of Use and you have an account with us and a working e-mail address. Unless otherwise noted, the amended Terms of Use will be effective immediately, and your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms of Use, you must stop using our Services.

We will not be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, non-performance of our vendors or suppliers, acts of God, pandemics, or other causes over which we have no reasonable control.

A party’s “Confidential Information” is defined as any information of the disclosing party, which: (a) if disclosed in a tangible form is marked as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential; (b) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the information itself to be confidential; or (c) is designated as Confidential Information in these Terms of Use. Confidential Information shall include without limitation, information accessed via the CHEQs API, technical specifications and processes of each party, and all Business Customer data. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than solely as required and necessary to perform its obligations under these Terms of Use. Such restrictions shall not apply to Confidential Information that: (a) is known by the recipient prior to the date of disclosure by the disclosing party; (b) becomes publicly known through no act or fault of the recipient; (c) is received by recipient from a third party without a restriction on disclosure or use; or (d) is independently developed by recipient without reference to or knowledge of the Confidential Information.

Notwithstanding the foregoing, a party may share Confidential Information with an affiliate in the event that the other party requests services from such affiliate and such affiliate shall be bound by this Section. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the party subject to such requirement shall promptly notify the disclosing party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information. The parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or termination of the Terms of Use or until such time as such information becomes public information through no fault of the receiving party.

The provisions of Sections 3 (Representations and Warranties), 4.6.3 (Effect of Account Closure), 7 (Security), 8 (Privacy), 9 (Our Ownership of the Services and the CHEQs Website), 10 (Advertising and Marketing), 13 (Indemnification), 14 (No Warranties), 15 (Limitation of Liability), 16 (Miscellaneous) shall survive the termination of these Terms of Use.

Nothing in the Terms of Use is intended to, or shall be deemed to, establish any joint venture between the parties, and other than the limited agency established in Section 1, nothing is intended to establish either party as an agent of the other.

For the purposes of the Terms of Use, a business day shall be standard business hours on any day excluding Saturday or Sunday and, as to CHEQs, days generally accepted as federal holidays in the United States.