QUBERU, INC. MERCHANT TERMS
This Agreement is between Quberu, Inc. (“Quberu”, “we”, “our”), dba Quberu, and you (the “Client”, “you”, or “your”). Please read these Terms carefully before accessing or using any part of our services.
Quberu may modify or update these Terms from time to time in its sole and absolute discretion.
YOU ACKOWLEDGE THAT YOU FULLY UNDERSTAND AND AGREE TO THIS LEGALLY BINDING AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE OR ACCESS QUBERU'S SERVICES.
ARTICLE 1 – DEFINITIONS
Whenever used in this Agreement, unless stated otherwise, the following words have the meanings assigned below:
“Agreement” means these terms, and all schedules, attachments, and other referenced documents, all of which are incorporated into these terms.
-   “Authorized User” means and Person whom Client has notified Quberu that such Person has the authority to act on Client’s behalf.
-   “Business Day” means a day on which commercial banks are open for business (including dealings in foreign exchange) in the United States.
-   “Client” means the counterparty to Quberu with respect to this Agreement.
-   “Client Account” means a non-depository account with Quberu, which allows Client or Authorized User to enter into Transfer Contracts with Quberu.
-   “Confirmation Notice” means a document confirming the terms of a Transfer Contract.
-   “Consumer” means an individual who is not a business, or an individual operating a business as a sole proprietor.
-   “Law” means any law, regulation, judgement, court order, or sanctions regime with which Quberu is required to comply.
-   “Merchant” means the person or entity to which Client will make a Transfer under the terms of a Transfer Contract.
-   “Person” means, as the context requires, an individual or business organization, whether or not incorporated.
-   “Services” means the funds transfer and related services provided by Quberu to Client.
-   “Settlement” means receipt by Quberu of funds due under a Transfer Contract from Client to a Merchant.
-   “Settlement Date” means the date by which Client agrees to make Settlement.
-   “Transfer” means the payment of Settlement funds (in the currency and at the exchange rate designated in the Transfer Contract) from Client to Merchant.
-   “Transfer Contract” means a separate agreement between Client and Quberu to make a Transfer.
-   “Transfer Date” means the date on which a Transfer is made.
-   “Website” means the internet website available at https://www.quberu.com, as updated from time to time.
ARTICLE 2 – CLIENT ACCOUNT
- 2.1 Registration. Client must create a Client Account before utilizing Services. Services are available only to Persons who
are residents of, and accessing Services from the United States. Individuals under eighteen (18) years of age are
prohibited from using Services. Services may not be used for speculative or investment purposes.
In order to register for a Client Account, Quberu requires the acceptance of this Agreement, in a form acceptable to
Quberu, and the receipt of the following information from the Client and any Authorized User:
- basic identifying and contact information, such as name, address, and date of birth;
- other identifying information as required by Law;
- any other information requested by Quberu; and
- consent to allow Quberu to verify all information provided to Quberu.
- 2.3 Verification of Information.Quberu’s obligations under this Agreement are conditioned on obtaining verification (satisfactory to Quberu) of all information requested by Quberu in connection with the Services, including but not limited to purposes of Transfer Contracts and information on the Merchant and any third parties. Client agrees to provide complete and accurate information to Quberu, and to notify Quberu of any changes to information provided to Quberu.
- 2.3 Condition of Acceptance.Quberu’s obligations under this Agreement are conditioned on acceptance of Client and the creation and maintenance of a Client Account. Quberu reserves the right to decline to open a Client Account without specifying a reason.
- 2.4 Client Reference Number.Once a Client Account is opened, Quberu will assign Client a unique alphanumeric code (“Client Reference Number”), which will be used to identify the Client Account.
- 2.5 Business Purpose.Client represents to Quberu that at all times Client is not using Services as a Consumer.
- 2.6 Individual Transfer Contracts.Each Transfer Contract effected under the terms of this Agreement is separate from other Transfer Contracts effected under the terms of this agreement. Quberu reserves the right to decline to enter into any Transfer Contract with Client.
- 2.7 Nature of Client Account.Quberu is a limited agent of Merchant, receiving funds on behalf of Merchant. Quberu is not a bank. Quberu does not pay interest to Client. Quberu does not act as a fiduciary, trustee, or escrow holder on behalf of Client.
ARTICLE 3 – TRANSFER CONTRACTS
- 3.1 Transfer Contract Information.Client or Authorized User must provide Quberu with the following information to request a Transfer Contract:
Client Reference Number;
- denomination and amount of Settlement currency;
- denomination and amount of Transfer currency;
- Settlement Date;
- Merchant details; and
- any other information requested by Quberu.
- 3.2 Terms of Transfer Contract.On receipt of the above information, Quberu will quote Client terms of the Transfer Contract, which Client may then accept. The terms of the Transfer Contract may include, but are not limited to the amount and denomination of the Settlement currency, and the amount and denomination of the Transfer currency, based on the rate of exchange, and the Settlement Date.
- 3.3 Confirmation Notice.Once Client has accepted a Transfer Contract, Quberu will provide Client a Confirmation Notice. The Confirmation Notice is provided for recordkeeping purposes only. It is Client’s responsibility to notify Quberu if there is an error on the Confirmation Notice, or if Client does not receive a Confirmation Notice, within one (1) Business Day of accepting the Transfer Contract.
- 3.4 Client Obligations.Client agrees to provide payment by authorizing ACH debit from Client’s bank account under each Transfer Contract on the Settlement Date in such amounts and denominations as specified in the Transfer Contract.
- 3.5 Quberu Obligations. Once Client has provided payment on the Settlement Date, Quberu agrees to make a Transfer on the Transfer Date as specified in the Transfer Contract.
- 3.6 Third Party Charges. Quberu is not responsible for any charges, deductions, or fees imposed by third parties on any Transfer.
ARTICLE 4 – CANCELLATION AND MODIFICATION
- 4.1 Cancellation by Client.Client may request the cancellation of a Transfer Contract at any time. However, Quberu may permit or deny any cancellation request. If a Transfer has been executed at the time of cancellation, Quberu will not be able to recall the transfer.
- 4.2 Cancellation by Quberu.Quberu may treat any of the following as grounds to cancel a Transfer Contract:
- failure to pay any amounts to Quberu under Sections 3.3 and 3.6;
- 4.3 Effect of Cancellation. Upon cancellation, Quberu may charge Client an administration fee of $75, and the amount of any loss realized by Quberu on arising from cancellation. These amounts shall be subject to an interest rate of 0.025% for each day between cancellation and payment of such amounts owed. Quberu may apply any funds held for Client or on Client’s behalf to any amounts owed under this Section 4.3.
- 4.4 Modification.Client may request modification of a Transfer Contract until the Transfer has been made. However, Quberu may permit or deny any cancellation request. If Quberu permits a modification request, Quberu may charge Client an administrative fee of $75.
ARTICLE 5 – MERCHANT FUNDS
- 5.1 Segregated Accounts.Quberu holds all Merchant funds in segregated accounts, separate from its own funds.
- 5.2 Interest.Quberu is entitled to any interest or fee arising from any funds held in segregated accounts. Client has no right to any such interest or fee.
- 5.3 Abandoned Property.In the event that Quberu is required to remit abandoned property of Client, Quberu may deduct any fee permitted by law arising from such abandoned property.
ARTICLE 6 – LIMITATION OF LIABILITY
- 6.1 Force Majeure.Quberu is not liable for the inability or impracticability to perform its obligations under this Agreement or any Transfer Contract due to factors outside of Quberu’s control. Such factors may include the redenomination or revocation of a currency, acts of God, war (whether declared or not), sabotage, civil commotion, terrorist acts, states of emergency, power shortages, failure of a transmission or communication network, or any damage of Quberu’s machinery or systems.
- 6.2 Informational Errors.Quberu is not liable for errors in the execution of a Transfer Contract unless Client has notified Quberu of such error in accordance with Section 3.3.
- 6.3 Legality.Quberu Services may only be used for lawful purposes. Quberu is not liable for any goods or services for which Client makes a payment through Quberu’s Services.
- 6.4 Amount of Liability.The aggregate liability, direct or indirect, including punitive damages, of Quberu arising out of or in connection with this Agreement is limited to the total amount of funds received from Client for the transaction from which the claim arises. The parties acknowledge that the other party entered into this Agreement in reliance on the limitations of liability stated in this paragraph, and these limitations are an essential basis of the bargain between the parties.
ARTICLE 7 – TERMINATION
- 7.1 Termination.This Agreement shall continue until terminated in accordance with this Article. Either party may terminate this Agreement at any time by providing Notice to the other party (“Termination”).
- 7.2 Effect of Termination.Termination relieves Quberu of any future obligations arising out of this Agreement or any Transfer Contract between the parties. Termination does not affect any Transfer Contract previously entered and does not relieve either party of any outstanding obligations arising out of this Agreement or any Transfer Contract between the parties.
ARTICLE 8 – MISCELLANEOUS
- 8.1 Disclaimer of Warranties.ALL QUBERU SERVICES (INCLUDING ALL SOFTWARE, MATERIALS, DATA AND INFORMATION PROVIDED IN CONNECTION WITH OR ACCESIBLE THROUGH THE SERVICES) IS PROVIDED “AS IS” AND WITHOUT WARRANTY. QUBERU, ITS PAYMENT SERVICE PROVIDERS AND THEIR SUBSIDIARIES, AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) INCLUDING WITHOUT LIMITATION WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Quberu does not warrant that the operation of the Services will be uninterrupted or free from error. Quberu is not responsible for any service interruptions, including, but not limited to, system failures, power outages, or other interruptions that may affect processing, settlement, acceptance, or disbursement in connection with the Services.
- 8.2 Intellectual Property.Client acknowledges that the Services, Website, and related content, and all intellectual property rights pertaining thereto are the property of Quberu or third parties, and may only be used for the purpose permitted by this Agreement. Client may not duplicate, create derivative works from, publish, modify, transfer, or otherwise distribute or exploit the Services, the Website, or any portion of either for any public or commercial use without the prior written consent of Quberu.
- 8.3 Indemnification.Client shall indemnify Quberu, its subsidiaries and affiliates, and their officers, directors, employees, licensors, licensees, agents, contractors, and other applicable third parties (“Quberu Indemnified Parties”) against all third party claims, liability, losses, expenses, damages, fines, penalties (including damages awarded or settled amounts and reasonable attorney’s fees) arising out of or in connection with Client’s breach of this Agreement or use of the Services. Client shall indemnify the Quberu Indemnified Parties for all losses arising from acting upon the instructions of Client or Authorized User, including losses incurred due to an error in instructions provided to Quberu, whether verbally or in writing.
- 8.4 Advice.Quberu does not provide Clients with any investment advice in connection with the Services. Quberu may provide market information, but Client shall not consider such information or any inference drawn from such information to be investment advice. Foreign exchange conditions are complex and, as a result, Quberu is not responsible for Client’s decision to enter or not to enter into a transaction under this Agreement. Any decision to transfer funds is always Client’s decision, and Quberu is not liable if exchange rates change before or after any transfer.
- 8.5 Communications.
8.5.1 Internet Access.
Client shall have the appropriate computer hardware and software to regularly access the internet and to view electronic communications, including documents in PDF format which may be opened with Adobe® Reader® (see http://www.adobe.com/downloads/ for a free download of Adobe® Reader® software).
8.5.2 Telephone Communications.
Quberu may record all telephone conversations without the use of a warning tone or message and may use such recordings to resolve any disputes, where permissible.
8.5.3 Electronic Communications.
Client shall accept electronic communications from Quberu, which include but are not limited to information posted on Quberu’s Website and emails sent to the email address provided by Client. Client agrees that Quberu may provide communications or records otherwise required to be furnished in written paper form under applicable law by means of electronic communications. Quberu may terminate Client’s use of the Services if Client declines or withdraws consent to receive electronic communications.
When Quberu sends an electronic communication to Client’s provided email address, or posts to the Website, it shall be deemed received at that time.
If Client requests a paper copy of an electronic communication, Quberu may charge Client a fee.
8.5.4 Contact Information.
Client is solely responsible for keeping Client’s contact details registered with Quberu up to date. Client may update this information through the Website, or by emailing email@example.com.
8.5.5 Security of Access Credentials.
Client is solely responsible for the confidentiality and security of Client’s access credentials, such as username and password information. Client should not disclose such information to anyone other than an Authorized User. Quberu is entitled to assume that any person using Client’s access credentials is an Authorized User, and, if Client is a business, has the authority to use the Services and legally bind the business. Client must notify Quberu immediately of any unauthorized use or access to Client’s access credentials.
- 8.6 Amendments. Quberu may amend this Agreement by posting the amended Agreement on our Website or providing Client with a paper copy of such amended Agreement. Such amendment will become effective on the date specified in the notice. Unless otherwise agreed by Quberu in writing, an amendment does not affect any legal rights or obligations which may have already arisen under the former version(s) of this Agreement. If Client does not agree to the changes, Client has the right to terminate the Agreement immediately and without charge before the date that the amended Agreement will become effective.
- 8.7 Assignment. Client may not assign any right or obligation under this Agreement without the prior written consent of Quberu. Quberu may transfer this Agreement and any rights under it without Client’s consent.
- 8.8 Privity. Quberu and Client are the only parties which may rely upon or enforce this Agreement. Nothing in this Agreement confers or is intended to confer a benefit on a person who is not Quberu or Client.
- 8.9 Joint and Several Liability.If Client is comprised of two or more Persons, any reference to a right or obligation of Client under this Agreement or under the Services contemplated by this Agreement confers such right and imposes such obligation jointly and severally on those Persons.
- 8.10 Agency. Each party is entering into this Agreement as Principal. Neither party shall represent itself as an agent, employee, or representative of the other party. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee.
- 8.11 Merger. This Agreement states the final and exclusive agreement between the parties regarding the transactions that this Agreement contemplates. It supersedes all previous negotiations and agreements.
- 8.12 Severability.If any provision of this Agreement is illegal or unenforceable, that provision is severed from the Agreement, and the other provisions remain in force.
- 8.13 Waiver. Quberu’s failure to exercise or enforce any right under this Agreement will not be deemed a waiver of any such right or prevent Quberu from exercising that right at any time.
- 8.14 Applicability. This Agreement applies irrespective of the location of the parties, any Merchant, and the form of currency of any transfer.
- 8.15 Governing Law. The United States federal laws as applied by the Second District Court in the state of California (without giving effect to its conflicts of laws principles) govern all matters arising under and relating to this Agreement, including torts. The parties agree to exclusive personal jurisdiction and venue in the federal courts of the United States located in San Francisco, California.
- 8.16 Notice. Except as otherwise specified in this Agreement, all notices provided under this Agreement to Quberu by Client must be in English and in writing. Such notice is effective upon actual receipt by Quberu at 649 Mission St, Ste. 550, San Francisco CA 94105.
- 8.17 Arbitration.All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California, or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.