2. Your Account
2.1 The Qbit Account allows the Client to use a series of services including the portal of our website, the Dashboard, the Multi-Currency Account and the Qbit Card Account.2.2 The Qbit Services do not offer any feature or benefit of a bank account. We are neither bank nor credit institution, and we are not permitted to pay interest to any Client on fund held on the Qbit Account, Multi-Currency Account, and/or Qbit Card Account.2.3 The Client agrees not to conduct any direct communication with any bank that is involved in provision of the Qbit Services unless such communication is approved by us in writing. Any direct contact with a bank or other Payment Provider regarding the Qbit Services may result in immediate termination of the use of the Qbit Services.2.4 Eligibility.The Client must be a business firm (including, without limitation, limited liability company, cooperation, partnership, limited partnership, or other legal entities) in order to use Qbit Services. The Client shall use Qbit Services solely for business purposes. We reserve the right to (i) require proof of business relationship with the Client and the Payee or Payer (such as invoices, purchase agreements, or waybills, etc.) (ii) refuse any use by individual user or for personal purposes. For the purposes of trial run, Qbit may allow registration by individual users for a limited time period and with limited service functions.2.5 Registration.By clicking “Agree” at the bottom of this Agreement, the Client represents and warrants to us that:2.5.1 The Client is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation.2.5.2 The Client has all requisite power, authority and capacity to enter into this Agreement, and to perform its obligations hereunder. This Agreement will constitute valid and legally binding obligations of the Client, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.2.5.3 The Client registers and uses Qbit Services solely for business for its own account not as a nominee or agent.2.5.4 The Client’s registration and use of Qbit Services is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties in any material respect.2.5.5 The Client has fully provided Qbit with all the information that Qbit has reasonably requested during the registration process and usage of Qbit Services. No representation or warranty by the Client in this Agreement and no information or materials provided by the Client to Qbit in connection with the performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.2.6 KYC requirements.The registration process requires the Client to provide us with the certifications and documents including without limitation the Certificate of Incorporation, Business License, Register of directors, personal IDs, etc., (subject to the requirements shown at Qbit website during the registration procedure).2.7 AML Requirements.Qbit retains the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, we, in our sole judgment, acting reasonably, determine that such act might cause it to be in noncompliance with any applicable AML Laws. Further, should we, in our sole judgment, acting reasonably, determine at any time that its acting under this Agreement or during the use of Qbit Services by the Client has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanction legislation, regulation or guideline, then we shall have the right to cancel the Client’s Qbit Account upon written notice. For the purposes of compliance of the AML Laws, we may not accept Client with registered address or main business address in certain high-risk countries according to AML Laws.2.8 Authorization.By registration, the Client irrevocably authorizes Qbit to provide the information of the Client to Service Providers to the extent Qbit decides, on its sole discretion, necessary.2.9 Right to Reject Registration.Qbit may reject or cancel any ineligible registration application due to compliance reasons.2.10 Account Administrator.The Client may authorize one (1) individual as the Account Administrator. The Account Administrator shall be aged eighteen (18) or over and duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority. If the Client is registered in any jurisdiction other than Mainland China, such Account Administrator may be the Client’s directors, managing members, or executives (with reasonable proof). If the Client is registered in Mainland China, such Account Administrator must be either the legal representative or financial manager of the Client as shown in written registration information. Qbit will treat all instructions and actions by the Account Administrator acting within the limits of authority as if the Client had given that instruction or carried out that action itself. The Account Administrator shall (i) have access to the Qbit Account, the Dashboard, Multi-currency Account, and Qbit Card Account; (ii) make payments into or out of the Multi-currency Account and Qbit Card Account; and (iii) apply for, cancel, setup and adjust limits, and administrate otherwise the Qbit Cards according to the Qbit Card Agreement (when applicable). The Account Administrator may appoint multiple Sub-Administrators. The Sub-Administrators shall have the same or part of the functions as the Account Administrator..2.11 Account Security.2.11.1 The Client acknowledges and agrees that it shall be solely responsible for (i) maintaining the confidentiality and security of the Access Information of the Qbit Account, and (ii) all activities that occur in connection with the Qbit Account, whether initiated by the Client, by others on the Client’s behalf or by any other means.2.11.2 The Client will notify Qbit immediately of any unauthorized use of the Qbit Account, Access Information or any other actual or potential breach of security.2.11.3 The Client acknowledges and agrees that Qbit will not be liable for any loss that the Client may incur as a result of any party using the Access Information, either with or without the Client’s knowledge and/or authorization.2.11.4 The Client shall at all time keep the Access Information in a secure location, take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security.
3. Multi-Currency Account.
3.1 The Multi-Currency Account enables the Client to receive Funds in U.S. Dollars, Euros, Hong Kong Dollars. Qbit may, at any time at its sole discretion, enable or disable any currencies.3.2 The nature of the Multi-Currency Account is a series of virtual accounts under as same name as the Client associated with bank account(s) held with certain Service Provider(s) designated by Qbit. The Client may hold funds in different currencies at the same time. The fund held on the Multi-Currency Account bears no interest.3.3 Inbound Payment.3.3.1 The Client acknowledges and confirms that the Multi-Currency Account shall not be deemed as a bank account and the Client is not permitted to carry out any activity that falls outside of the scope of the Qbit Services as provided under this Agreement.3.3.2 In order to receive payment to the Multi-Currency Account, the Client shall apply for certain Qbit Service Credentials. Upon applying for Qbit Service Credentials, the Client will be provided with the information it needs to receive Funds through Qbit Services.3.3.3 The Client shall provide the Qbit Service Credentials to the Payers strictly in accordance with the contents and format as provided by Qbit.3.3.4 Qbit may conduct compliance check upon inbound payments and reserve the right to request further documents or deny any Payments, in its sole discretion, for risk control and regulatory compliance purposes (including without limitation, the AML Laws and Sanction Laws). Any costs and expenses associated with rejected payments shall be borne by the Client, as applicable.3.3.5 Qbit shall only accept or send Funds via wire transfer networks or other method acceptable to Qbit. Qbit Services do not support cash, credit card payments or checks for Inbound Payment and Outbound Payment.3.3.6 The Client acknowledges and confirms that the time required for payments to reach the Multi-Currency Account shall in no event be under our control. As an illustration only but not otherwise, payments shall typically arrive at the Multi-Currency Account within one (1) to three (3) Business Days from the date of remittance but there is no guarantee. The Client shall directly resolve any issues or disputes associated with any Payer if any Inbound Payment is not correctly received. Qbit shall in no event be under any obligation to resolve issues or disputes between the Client and the Payer.3.4 Outbound Payment Order.3.4.1 The Client may create Payees in advance of Outbound Payment Orders by providing Qbit with full name and bank account details of the Payee (including, without limitation, name and address of the bank, account number, SWIFT Code, etc.). Qbit may conduct background check on the potential Payees’ information provided by the Client and reserve the right to deny any Payee, in its sole discretion, for risk control and regulatory compliance purposes (including without limitation, the AML Laws and Sanction Laws). After Payees are approved by Qbit, the Client may make Outbound Payment Order to such Payee.3.4.2 By placing an Outbound Payment Order, the Client may instruct Qbit to make payment out of the balance of the Multi-Currency Account held by the Client to the Payee designated by the Client.3.4.3 When placing the Outbound Payment Order to a designated Payee, the Client shall provide Qbit with certain information including, without limitation:18.104.22.168 amount and currency in which the payment to be made;22.214.171.124 an invoice reference that the Payee can identify the payment (only applies to third party beneficiaries); and126.96.36.199 a copy of the invoice, when Qbit deems necessary (only applies to third party beneficiaries).3.4.4 Each of Inbound Payment and Outbound Payment Order will be given a unique transaction ID and shown in the transaction history on the Qbit Account. The Client may quote such transaction ID when communicating with Qbit about a particular Outbound Payment Order.3.4.5 The Client acknowledges and confirms that the time required for the completion of each Outbound Payment Order shall in no event be under Qbit’s control. As an illustration only but not otherwise, payments shall typically arrive at the Payee’s bank account within one (1) to fifteen (15) Business Days from the date of the Payment Order was made but there is no guarantee. If a Payment Order is not received within fifteen (15) Business Days, Qbit may initiate internal investigation on behalf of the Client upon request. Qbit carries out verification checks, and these checks may increase the time it takes to process the Payment Order. Qbit shall not be responsible for any delays as a result of carrying out those checks.3.4.6 Outbound Payment Orders may be temporarily withheld in the event when Qbit determines that payment would violate applicable laws or place Qbit in excessive security, financial, or reputational risk. Funds may be forfeited as per the requirements of applicable laws.3.4.7 If unable to complete an Outbound Payment Order, Qbit shall inform the Client within reasonable time and, if possible, inform the Client of the reasons for such refusal and explain how to correct any factual errors. However, Qbit shall not be liable to notify the Client if such notification would be unlawful or cause Qbit to violate rules or regulations applicable.3.4.8 The Client may cancel an Outbound Payment Order before it was processed by Qbit. Once Qbit finished the process of such Outbound Payment Order, it cannot be cancelled from the Client’s end.3.5 Currency Exchange.3.5.1 In the event that (i) the currency of certain Outbound Payment Order placed by the Client is different from the currency held in the Client’s Multi-Currency Account, or (ii) the currency of certain Inbound Payment received is different from the currency held in the Client’s Multi-Currency Account, Qbit may convert the currency based on market rate, which is based on foreign-exchange markets. The currency exchange rate will be shown in the Dashboard. Extra fees may apply when:188.8.131.52 currencies that aren't always easily available; or184.108.40.206 the Client instructs the currency exchange to be made outside foreign-exchange-market hours. A currency exchange will be outside foreign-exchange-market hours if it's between midnight on a Friday and midnight on a Sunday (Hong Kong time).3.5.2 Qbit shall in no event be responsible for the following:220.127.116.11 any loss as a result of the change of currency exchange rate; or18.104.22.168 loss as a result of multiple times of currency exchange due to rejection or refund of certain payments.3.6 Other Issues regarding Multi-Currency Account.3.6.1 The Inbound Payment or Outbound Payment Order may be subject to maximum sending amount limits. Qbit may vary this limit from time to time by notification when certain payment exceeds such limitation.3.6.2 The Client shall be solely liable for the completeness, accuracy, and non-misleading for the information provided by the Client regarding the Payer, Payee, or Outbound Payment Order.3.7 Right to Reject or Delay.Qbit retains the right to reject or delay any service at any time when:3.7.1 legal or regulatory requirements prevents such service from being carries out or requests further checks;3.7.2 the Client breaches any provision of this Agreement;3.7.3 Qbit believes that processing certain instruction would break this Agreement or result in violation of applicable laws and regulations;3.7.4 Qbit believes that certain instruction is incomplete, inaccurate, or made under coercion;3.7.5 Qbit believes that certain instruction is related to Forbidden Activities;3.7.6 the amount is over any limit that applies to such account;3.7.7 there is not enough money available in such account to make the payment and cover any charge;3.7.8 a bankruptcy order is made against the Client;3.7.9 if the Client owes Qbit any money or Qbit intends to exercise right of set-off;3.7.10 any request by Qbit (such as providing certain important information by the Client) is pending; or3.7.11 Qbit has suspended the Client’s Qbit Account for any other reasonable cause.
4. Qbit Card.
Upon the Client’s further application by clicking on “Qbit Card” button and acceptance on certain Qbit Card agreement and card holder agreement, it may also use the Qbit Card Account. The function of the Qbit Card Account shall be subject to such agreements.
5.1 The Fee rates of each type of Qbit Services will be shown on the Qbit Dashboard and subject to change and modification from time to time at Qbit's sole discretion. Qbit may also offer promotions in the form of refunds, discounted fees, or bonuses.5.2 Qbit shall only process the Payment Order upon reception the full transfer amount and Fees from the Client. The Client may pay Qbit by authorizing Qbit to charge the Client via bank transfers or other means acceptable to Qbit. Qbit will update the balance in the Client’s Qbit Account following each such charge.5.3 Third Party Fees. Except for Fees charged by Qbit according to the Fee rates, certain Payment Orders may also subject to third party fees including, without limitation, charges by the bank of Payee, Buyer, or Platforms. This means the amount received by the Payee or the Client might be less than expected. Qbit shall not be liable for any third party fees charged.
6. Relationship with Service Providers.
6.1 The Client acknowledges that Service Providers do not have any direct relationship with the Client and owe no duty of care to the Client by reason of the use of Qbit Services. The Client has no right in any bank account which the Qbit Service Credentials relate to.6.2 Any payment instruction or representation related to Qbit Services and/or the Multi-Currency Account shall be made strictly in accordance with, and limited to, the Qbit Service Credentials and this Agreement. In particular, the Client shall not not represent to its payers or any other person that such bank account belongs to the Client.6.3 In any event that the Client instructs any payment other than as provided in this Agreement, the Client does so at its own risk and Qbit shall not be liable for any consequences thereof.
7.1 Customer’s Right to Terminate. The Client may at any time terminate this Agreement by giving thirty (30) days’ notice to Qbit.7.2 Qbit’s Right to Terminate. Qbit may at any time terminate the Client’s use of all or any part of the Qbit Services when:7.2.1 any breaching by the Client of this Agreement or any other agreement between Qbit and the Client;7.2.2 the Qbit Account is not accessed or used by the Client for more than two (2) years;7.2.3 the Client has provided false, misleading, untrue, incomplete or inaccurate information or have otherwise acted dishonestly;7.2.4 the Qbit Account of the Client has been compromised or for other security reasons;7.2.5 the Client engages in Forbidden Activities, fraud, money laundering, terrorist ﬁnancing or other illegal activities or Qbit reasonably suspect the same; or7.2.6 there are other grounds that Qbit considers the termination shall be appropriate.7.3 All provisions of this Agreement which, by its nature, shall remain in force after the termination of the Agreement shall remain in force after the termination, including, but not limited to Indemnification and limitation of liability.7.4 Qbit shall be entitled to withhold reasonable fund (the “Withholding Amount”) upon termination of this Agreement one hundred and eighty (180) days when there shall be any Forbidden Activities, Risk Facts (as defined in Qbit Card Agreement, as applicable), or other transactions which Qbit reasonably believes may result in refund or extra charges by Service Provider or third parties (collectively the “Suspicious Transactions”). After fifteen (15) Business Days of the termination of this Agreement, the available balance (less the Withholding Amount, if any) in the Multi-Currency Account and Qbit Card Account will be refunded to the account to which the last Settlement Order was made.7.5 Any refund, charge, or other dispute (each a “Dispute After Termination”) between the Client and Service Provider, Payee, Buyer, Platforms, or other third-party shall be solved by the Client. In the event that certain dispute is not solved by the Client within thirty (30) days within the termination of this Agreement, Qbit shall be entitled to use the Withholding Amount to settle such Dispute After Termination on behalf of the Client. After fifteen (15) Business Days of the settlement of all Dispute After Termination, the available balance (if any) of the Withholding Amount will be refunded to the account to which the last Settlement Order was made.7.6 Any fund frozen by Service Provider or governmental authorities due to anti-money laundry, counter-financing terrorism, or risk control reason shall be deducted from the fund returned until such issue is resolved.
8. Intellectual Property.
8.1 Qbit owns all rights, title and interest in the trademarks, logos, graphs, source code and other protected intellectual property related to the Qbit Services. The Client may not use the such intellectual property without Qbit’s prior written permission.8.2 The Client is authorized to use the Qbit Services only in accordance of this Agreement. The Client shall not directly or indirectly, (i) copy or modify the software or application provided by Qbit, or create derivative works thereof; or (c) attempt to adapt, decipher, reverse translate, decompile, disassemble or otherwise reverse engineer, reconstruct or discover any source code or underlying ideas, algorithms, processes know-how or other related technology of the Qbit Services.
9. Limitation of Liability.
9.1 To the fullest extent permitted by applicable law, under no circumstances will Qbit, or the Service Providers, be liable with respect to any subject matter of this Agreement under any theory of tort, contract, negligence, strict liability or other legal or equitable theory for: lost profits; special, incidental or consequential damages; punitive damages; the cost of procurement for substitute services; for interruption of use or loss or corruption of data; or for any amounts that exceed the fees paid by the Client to Qbit under this Agreement during the twelve (12) month period prior to the cause of action. Qbit shall have no liability for any failure or delay due to matters beyond its reasonable control.9.2 Payment Orders can only be executed if they comply with regulatory standards. Qbit will not be held liable for any damages which could result from the non-execution or defective execution of any Payment Order where such non-execution or defective execution is due to the fact that the Client provided information which was untrue, inaccurate, incomplete or incorrect.9.3 The Client acknowledges that Qbit may provide the Qbit Services using facilities provided by banks, payment service providers, clearing networks and other third-party payment processing services. No commercial agreement exists between the Service Providers and the Client and each of the Service Providers will accordingly have no direct liability to the Client.9.4 Qbit shall not be liable for any underlying sales transactions occurring between the Client and Payer. It is the Client’s responsibility to make payments to or receive payments only from persons or entities related to commercial transactions in compliance with applicable legal obligations. Qbit has no inﬂuence on the underlying process of buying or selling goods, and no legal relationship with the Payers, and will not be made liable to or in respect of any Payer or for the underlying products and/or services being sold or bought, nor for the correct completion of any sale or purchase of goods or services. The Client assume exclusive responsibility for the product and obligations of the Client to Payers, and shall indemnify and hold Qbit harmless from any claim by any of them against Qbit. The sale of counterfeit goods or goods breaching intellectual property rights can also lead to legal action by rights holders and a potential loss of Funds. The Client shall refrain from making any payment if it is in doubt as to the legality of a transaction.9.5 The Client shall solely be responsible for reporting to all applicable government tax authorities all Funds underlying the use of the Qbit Services and for the payment of any applicable taxes that apply to such payments as well as any other applicable reporting requirements including, but not limited to, any customs or foreign currency controls. Qbit may request the Client to provide proof of payment of taxes as and when it considers necessary and appropriate.9.6 Neither party shall be held liable or considered to have failed under these rules in case of late or non- performance when their cause is related to a force majeure situation as deﬁned by the governing law deﬁned in Section 3.9.7 The maximum liability of Qbit under this Agreement (including any and all claims for breach of this Agreement) for any single event shall not exceed 5% of the Fees collected by Qbit from the Client for the twelve (12) months immediately before such event. The aggregate maximum liability of Qbit under this Agreement (including any and all claims for breach of this Agreement) for all events shall not exceed 100% of the Fees collected by Qbit from the Client for the twelve (12) months immediately before such events.9.8 All of this Section 8 shall survive termination hereof.
The Client shall indemnify Qbit (or its respective directors, oﬃcers, employees, agents, representatives and authorized persons) (collectively “Indemniﬁed Persons”) for and keep the Indemniﬁed Persons fully and eﬀectively indemniﬁed against (a) all direct and indirect damages (including, without limitation, accounting, legal and other professional advisors’ fees) incurred by the Indemniﬁed Persons on an indemnity basis in connection with any breach of the terms and conditions herein by the Client and/or the Indemniﬁed Persons’ enforcement thereof; or (b) any claim, proceeding, damages (including, without limitation, accounting, legal and other professional advisors’ fees) that may arise to be incurred by the Indemniﬁed Persons in connection with the provision of any of the Qbit Services, whether or not arising from or in connection with the Client’s improper use of such Qbit Services or any damages to the Indemniﬁed Persons (or their respective assets, computer hardware, devices, facilities or software) as a result of performing such Qbit Services.
11. Governing Law.
To the fullest extent permitted by applicable law, this Agreement shall in all respects be governed by and construed in accordance with the laws of Mainland China without regard to its principles of conflicts of laws.
12. Dispute Resolution.
Any dispute arising from or in connection with this Agreement shall be submitted to Hangzhou Arbitration Commission for arbitration. The arbitration tribunal shall consist of one (1) arbitrator to be appointed according to then effective rules of Hangzhou Arbitration Commission.
14.1 Complaint. The Client may ﬁle complaints to Qbit’s customer service center by emailing at email@example.com. All written or oral communications relating to this Agreement and its intended services must be in English.14.2 Changes to Agreement. Qbit constantly updates the Qbit Services and the terms of this Agreement. Qbit, at its sole discretion, may amend, revise or update this Agreement. The changes will come into eﬀect immediately. If we make any material changes, Qbit shall notify the Client via email or other means. If the Client disagrees with such changes, then the Client may stop using the Qbit Services. Once the Client continues use of the Qbit Services, it will be subject to the new terms. However, any transaction or dispute that arose before the changes shall be governed by the Agreement that was in place when the dispute arose.14.3 Severability. Should one or several provisions of these general terms and conditions be or become invalid or prove to be unenforceable, this shall not aﬀect the validity of the other provisions. In this case, the contracting parties shall replace the invalid or unenforceable provision by another provision that comes closest to the economically intended purpose. The same applies in the case of a regulatory gap.14.4 Disclaimer of Warranties. The Qbit Services shall be provided on an “as is” basis. Qbit and the Service Providers hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, ﬁtness for a particular purpose and non-infringement. Neither Qbit nor the Service Providers, makes any warranty that the Qbit Services will be error free or that access thereto will be continuous or uninterrupted. The Client understands that it download from, or otherwise obtain content or services through, the Qbit Services at its own discretion and risk.14.5 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. This Agreement and the rights and obligations therein may not be assigned by the Client without the written consent of Qbit. This Agreement and the rights and obligations therein may be assigned by Qbit without consent of the Client.14.6 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default of any party hereto under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring.
Schedule I Forbidden Activities
Qbit will update the following list of forbidden activities from time to time and will notify you by email. armaments, nuclear, weapons or defense manufacturers; adult entertainment / pornography; automated fuel dispensers (AFD); automatic or manual cash distribution business; auction houses; binary options or gambling; cable or wireless TV and other services for consumer TV, radio, streaming; cannabinoids; cashback services; chemicals and allied products not elsewhere classified; customer credit reporting intermediaries; dating and escort services; debt collection; debt repayment; direct marketing on insurance services; direct marketing on travel service arrangement; direct marketing on on-shore or off-shore telemarketing merchants; drugs; gambling, including lotteries, casino game token, out-of-town gambling, horse racing gambling; government-issued lotteries; government-licensed online casinos (online gambling); government-licensed horse racing, dog racing equity/mutual funds and other investment funds; fake goods/counterfeit consumer products; fine art dealers; foundations; funds (including venture capital funds); investment institutions, investment dealers or brokers; merchants engaged in money transfer or remittance services; non-profit organizations; non-verifiable entertainments services; pawnbrokers; pension schemes; political organizations and institutions; POI money transactions, prepaid card purchases and redemptions; precious metals, ores, watches, jewelry, or stone dealers; quasi-cash merchants; religious organizations; registered and unregistered charities; special purpose vehicle/special purpose entity; streaming companies (companies getting donations from viewers); trading in precious metals, stones; trading in prime-bank guarantees, debentures, letters of credit or medium-term notes; second-hand car dealers; trusts; video game arcades; unregulated foreign exchange businesses; unregulated loan businesses;